Common use of Forfeiture Clause in Contracts

Forfeiture. (a) All the Grantee's rights to, and interest in, the Restricted Shares shall terminate and be forfeited to the Company without payment of consideration if either (i) the Grantee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or (ii) any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusive.

Forfeiture. If the Recipient breaches any noncompetition, nonsolicitation, and/or assignment of inventions agreement or obligations with the Company, or breaches in any material respect any nondisclosure agreement (aeach, a “Protective Agreement”), the Company notifies the Recipient of such breach within one (1) All year following the Grantee's rights todate on which it acquires actual knowledge thereof, and interest insuch breach is not cured within the time provided for such cure under such Protective Agreement, if applicable, then, absent a contrary determination by the Restricted Shares shall terminate and be forfeited to the Company without payment of consideration if either Board (or its designee) (i) the Grantee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant Recipient shall immediately forfeit to the Company under a postany then-employment consulting arrangementoutstanding Restricted Stock Units granted hereunder, whether vested or unvested, and (ii) within ten (10) business days after receiving such consulting arrangement terminatesnotice from the Company, any Common Stock received pursuant to this Award during the two (2) for any reason; providedyear period prior to the uncured breach of the Protective Agreement shall be subject to Clawback (as described herein). If, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved employed by the Company or while the Grantee is serving as a consultant providing services to the Company or any subsidiary thereof Affiliate, the Recipient engages in activity that constitutes fraud or other intentional misconduct and that activity directly results in any financial restatements, then (i) the Recipient shall immediately forfeit to the Company any then-outstanding Restricted Stock Units, whether vested or unvested, and (ii) within ten (10) business days after receiving notice from the Company, any Common Stock received pursuant to the Award shall be subject to Clawback. In addition, the Company shall retain the right to bring an action at equity or law to enjoin the Recipient’s activity and recover damages resulting from such activity. To the extent required by Company policy or applicable law (including, without limitation, Section 304 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and Section 954 of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act) and/or the rules and regulations of the NYSE or any other securities exchange or inter-dealer quotation service on which the Common Stock is listed or quoted, the Award granted under this Agreement shall also be subject (including on a post-employment consulting arrangementretroactive basis) to clawback, forfeiture or similar requirements (and such requirements shall be deemed incorporated by reference into this Agreement). With respect to any shares of Common Stock subject to “Clawback” hereunder, the Recipient shall (A) forfeit and pay to Company the entire value realized on the prior sale or transfer of such Common Stock and (B) at the option of the Company, either (x) sell or transfer into the market any shares of such Common Stock then held by the Recipient and forfeit and pay to Company the entire value realized thereon, or (iiy) any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination any shares of employment. (b) If Restricted Shares are forfeited such Common Stock for any of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise no consideration. The Recipient’s failure to return to the forfeiture; provided, however, that Company any termination certificate(s) evidencing the shares of the Grantee’s employment simultaneous with a Change in Control shall Common Stock required to be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares returned pursuant to this Agreementparagraph shall not preclude the Company from canceling any and all such certificate(s) and shares. Similarly, the Grantee agrees Recipient’s failure to return the certificate or certificates for such Restricted Shares pay to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as any cash required to whether an event has occurred resulting in be paid pursuant to this paragraph shall not preclude the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”), Company from taking any and all determinations of the Committee shall be final and conclusivelegal action it deems appropriate to facilitate its recovery.

Forfeiture. (a) All Forfeiture of RSUs shall occur under the Grantee's rights tocircumstances set forth below. Upon any such forfeiture, under no circumstance will Company be obligated to make any payment to Employee, and interest in, the Restricted no Shares shall terminate and be issued, as a result of such forfeited RSUs. In addition to the forfeiture of all RSUs, upon forfeiture for “Cause” (as defined in Paragraph 3(i)) all Shares previously issued under this Agreement shall also be forfeited and transferred to Company as provided in Section 5. (i) Subject to the Company without payment other provisions of consideration this Section 3, all non-Vested RSUs shall be forfeited if either (iA) Certification does not occur prior to or on the Grantee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangementDeadline, or (B) Employee ceases Employment during the Original Delay Period (even if a portion of the RSUs have Vested). (ii) Notwithstanding any action prohibited by paragraph 5 hereof is taken. For purposes other provision of this Agreement, Cause shall result in forfeiture of the RSUs and all Shares issued pursuant thereto. Employee acknowledges and agrees that forfeiture for Cause can occur during any Original Delay Period or Extended Delay Period, prior or subsequent to any RSU Vesting or Share issuance and whether or not Employee is eligible for a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employmentRetirement. (biii) If Restricted Shares are forfeited Vesting occurs for any a portion of the reasons stated RSUs in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous connection with a Retirement before a Change in Control as provided in Paragraph 3(c), the remaining RSUs shall be deemed for purposes hereof immediately forfeited to have occurred immediately after such Change Company as of the Scheduled Vesting Date in Controlthe Post-Event Year. (civ) If at any time Vesting occurs for a portion of the Grantee forfeits any Restricted Shares pursuant to this AgreementRSUs in connection with a Retirement after a Change in Control as provided in Subparagraph 3(c)(ii)(C), the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, remaining RSUs shall be made by the Compensation Committee immediately forfeited as of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusiveChange in Control anniversary date on which pro rata Vesting occurred.

Forfeiture. (a) All the Grantee's rights to, and interest in, the Restricted Shares shall terminate and be forfeited Subject to the Company without payment provisions of consideration if either (i) the Grantee's employment by Plan, in the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, event that the GranteeParticipant’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to with the Company or any subsidiary thereof under a post-employment consulting arrangementof its Affiliates is terminated prior to the Vesting Date with respect to any of the Participant’s shares of Restricted Stock (i) for any reason other than due to death, Disability or Retirement, all such shares of Restricted Stock shall be forfeited on the date of such termination without payment of any consideration therefor; and (ii) any action prohibited by paragraph 5 hereof is taken. For purposes due to death, Disability or Retirement, all such shares of this Agreement, a transfer of employment from the Company Restricted Stock shall cease to a subsidiary or from a subsidiary be subject to the Company or between subsidiaries shall not Transfer Restrictions and cease to be deemed a termination forfeitable as of employmentthe date of such termination. (b) If Additionally, in the event that the Participant attempts to transfer, pledge, assign or otherwise encumber shares of Restricted Shares are forfeited for any Stock prior to the applicable Vesting Dates in violation of the reasons stated in paragraph 6(a) hereofTransfer Restrictions, such forfeiture transfer, pledge, assignment or encumbrance shall be effective upon null and void and the occurrence Participant’s shares of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control Restricted Stock shall be deemed for purposes hereof to have occurred immediately after such Change in Controlforfeited without payment of any consideration therefor. (c) If at any time Notwithstanding the Grantee forfeits any Restricted Shares foregoing, shares subject to the Award granted pursuant to this Agreement, the Grantee agrees Agreement shall continue to return the certificate or certificates for such Restricted Shares be subject to the Company duly endorsed Transfer Restrictions following the Vesting Date with respect to such shares until the end of the period commencing on the Vesting Date with respect to such shares and ending on the earlier of (i) a termination of the Participant’s employment for any reason or (ii) the second anniversary of such Vesting Date (the “Holding Period”) except for any such Shares used to satisfy any withholding obligations as set forth herein and in blank or accompanied the Plan. If the Participant fails to comply with such Transfer Restrictions during the Holding Period, any Awards held by a stock power duly executed the Participant which are then subject to forfeiture shall be forfeited and the Committee may, in blankits discretion, take such action as it deems appropriate, including, without limitation, determine not to make any additional grants of Awards to the Participant under the Plan. (d) Determination as Notwithstanding the foregoing, all shares subject to whether an event has occurred resulting Award shall immediately cease to be subject to the Transfer Restrictions and cease to be forfeitable upon a Change in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusiveControl.

Forfeiture. (a) All Upon the Grantee's rights to, and interest in, Senior Manager’s (the Restricted Shares shall terminate and be forfeited to the Company without payment “Forfeiting Senior Manager”) termination of consideration if either services (i) the Grantee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee such that he is no longer providing services as a partner to, or employed by the Company but has become a consultant to the Company under a post-employment consulting arrangementby, such consulting arrangement terminatesany Apollo Service Recipient) for any reason; provided, howeverthe Pecuniary Interest in AOG Units then held by such Forfeiting Senior Manager and his Group pursuant to this Agreement that has not vested in accordance with Section 4.1 shall be forfeited (the “Forfeited Interests”) as of the applicable Forfeiture Date to BRH (or, that at BRH’s discretion, the Grantee’s employment will not Apollo Operating Group). Upon the forfeiture of the Forfeited Interests, Pecuniary Interest in AOG Units of the Senior Manager and his Group shall be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved decreased by the Company or while Pecuniary Interest forfeited and, at BRH’s discretion, either (i) BRH’s Pecuniary Interest in AOG Units shall be increased by the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, Forfeited Interests received or (ii) any action prohibited by paragraph 5 hereof is takenthe Forfeited Interests will be transferred to the member of the Apollo Operating Group that issued such interests for cancellation. For purposes avoidance of doubt, the Forfeited Interests shall not include any AOG Units that have been sold to a Person outside the Forfeiting Senior Manager’s Group in accordance with the terms of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employmentAgreement and any other agreement referenced herein. (b) If Restricted Shares are forfeited for any All credits and debits to the Capital Account of the reasons stated in paragraph 6(a) hereofForfeiting Senior Manager and his Group shall, from the date of termination of such forfeiture shall Forfeiting Senior Manager until the applicable Forfeiture Date, be effective upon computed on a pro-forma basis assuming the occurrence Ownership Percentage of such Forfeiting Senior Manager and his Group had been adjusted on the event giving rise date of termination to give effect to the forfeiture; providedforfeiture to occur on the Forfeiture Date. Amounts that would, howeverbut for the preceding sentence, that any termination be debited or credited to the Capital Account of such Forfeiting Senior Manager and his Group shall, on the Grantee’s employment simultaneous with a Change in Control shall applicable Forfeiture Date, be deemed for purposes hereof debited or credited to have occurred immediately after such Change in Controlthe Capital Account of BRH. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares Notwithstanding anything to the Company duly endorsed contrary herein, no interests in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, Holdings shall be made by issued if such issuance will change the Compensation Committee Pecuniary Interest of the Board Senior Manager or a member of his Group in AOG Units, unless the Senior Manager (the “Committee”), and all determinations of the Committee shall be final and conclusiveor his legal representative) consents to such issuance.

Forfeiture. (a) All Any portion of the Grantee's rights to, Award that remains outstanding and interest in, is not an Earned Award as of the Restricted Shares shall terminate and close of business on the Expiration Date automatically will be forfeited to and terminated at the Company close of business on the Expiration Date without payment of consideration if either (i) the Grantee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or (ii) any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employmenttherefor. (b) If Restricted Shares are forfeited for any In consideration of the reasons stated grant of the Award hereunder, and further as a material inducement for the Company to enter into this Agreement with Participant and to grant Participant the Award, Participant hereby acknowledges and agrees that Participant shall continue to be bound by the Restrictive Covenants. In addition, and without limiting anything set forth herein, the grant of the Award provided herein and Participant’s agreement to be bound by the Restrictive Covenants are intended to be mutually dependent promises, and in paragraph 6(athe event Participant breaches or threatens to breach the Restrictive Covenants, then to the greatest extent permitted by Applicable Law (and except as otherwise determined by the Administrator): (i) hereof, any then-outstanding portion of the Award that has not yet been settled (whether vested or unvested) automatically will be forfeited and terminated as of such forfeiture breach without consideration therefor; (ii) (x) any portion of the Award that has vested and been settled in cash during the time period that is 12 months prior to and 12 months following Participant’s termination of service shall be effective repaid to the Company on a pre-tax basis or (y) any Shares issued upon the occurrence settlement of the event giving rise Award during the time period that is 12 months prior to and 12 months following Participant’s termination of service that have not yet been sold by Participant shall be forfeited back to the forfeitureCompany for no consideration; provided, however, and (iii) if Participant received any Shares upon settlement of the Award during the time period that any is 12 months prior to and 12 months following Participant’s termination of service and subsequently sold the Grantee’s employment simultaneous with a Change in Control received Share(s), any gain represented by the Fair Market Value of the Shares issued upon settlement of the Award on the settlement date multiplied by the number of Shares issued to Participant upon settlement of the Award shall be deemed for purposes hereof paid by Participant to have occurred immediately after such Change the Company, in Controlcash, without regard to any market price decrease or increase subsequent to the settlement of the Award. (c) If at Dividend Equivalents (including any time the Grantee forfeits any Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (dDividend Equivalent Account balance) Determination as to whether an event has occurred resulting in automatically will be forfeited and terminated upon the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”), and all determinations portion of the Committee shall be final and conclusiveAward with respect to which the Dividend Equivalent (including the Dividend Equivalent Account) relates.

Forfeiture. (a) All the Grantee's rights to, and interest in, the Restricted Shares shall terminate and be forfeited Notwithstanding anything herein to the Company without payment of consideration if either (i) the Grantee's employment by the Company and any subsidiary thereof terminates (orcontrary, if the Grantee is no longer employed Participant breaches any Restrictive Covenants applicable to the Participant (including, without limitation, the Restrictive Covenants set forth in Exhibit A hereto) following termination of the Participant’s Employment by the Company but has become a consultant Participant other than due to Disability or Good Reason, in each case on or after the second anniversary of the Date of Grant, then (x) any portion of the Restricted Stock Unit Award that vested during the twelve-month period immediately preceding the date of termination (the “Preceding Tranche”) shall be automatically forfeited, (y) any Shares acquired pursuant to the Company under a post-employment consulting arrangementPreceding Tranche shall be subject to the call option set forth in Section 6 of the Investors Agreement and (z) any proceeds from the sale of Shares described in preceding clause (y), such consulting arrangement terminatesshall be immediately repaid to the Company. Notwithstanding anything herein to the contrary, if the Participant breaches any Restrictive Covenants applicable to the Participant (including, without limitation, the Restrictive Covenants set forth in Exhibit A hereto) for during the Severance Period (as defined below) then (x) any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved Vested Portion then held by the Company or while the Grantee is serving as a consultant Participant shall be automatically forfeited, (y) any Shares acquired pursuant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or Restricted Stock Unit Award shall be subject to the call option set forth in Section 6 of the Investors Agreement and (iiz) any action prohibited by paragraph 5 hereof is takenproceeds from the sale of Shares described in preceding clause (y), shall be immediately repaid to the Company. For purposes of this AgreementAgreement “Severance Period” shall mean, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any of termination of the GranteeParticipant’s employment simultaneous with a Change Employment in Control shall be deemed for purposes hereof circumstances entitling the Participant to have occurred immediately after such Change in Control. (c) If at any time severance under an applicable plan or policy or an individual agreement, and under which plan, policy or individual agreement the Grantee forfeits any Restricted Shares pursuant Participant elects to this Agreementand actually receives severance, the Grantee agrees to return two-year period immediately following the certificate or certificates for date of such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blanktermination. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusive.

Forfeiture. (a) All Forfeiture of RSUs shall occur under the Grantee's rights tocircumstances set forth below. Upon any such forfeiture, under no circumstance will Company be obligated to make any payment to Employee, and interest in, the Restricted no Shares shall terminate and be issued, as a result of such forfeited RSUs. In addition to the forfeiture of all RSUs, upon forfeiture for "Cause" (as defined in Paragraph 3(i)) all Shares previously issued under this Agreement shall also be forfeited and transferred to Company as provided in Section 5. (i) Subject to the Company without payment other provisions of consideration this Section 3, all non-Vested RSUs shall be forfeited if either (iA) Certification does not occur prior to or on the Grantee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangementDeadline, or (B) Employee ceases Employment during the Original Delay Period (even if a portion of the RSUs have Vested). (ii) Notwithstanding any action prohibited by paragraph 5 hereof is taken. For purposes other provision of this Agreement, Cause shall result in forfeiture of the RSUs and all Shares issued pursuant thereto. Employee acknowledges and agrees that forfeiture for Cause can occur during any Original Delay Period or Extended Delay Period, prior or subsequent to any RSU Vesting or Share issuance and whether or not Employee is eligible for a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employmentRetirement. (biii) If Restricted Shares are forfeited Vesting occurs for any a portion of the reasons stated RSUs in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous connection with a Retirement before a Change in Control as provided in Paragraph 3(c), the remaining RSUs shall be deemed for purposes hereof immediately forfeited to have occurred immediately after such Change Company as of the Scheduled Vesting Date in Controlthe Post-Event Year. (civ) If at any time Vesting occurs for a portion of the Grantee forfeits any Restricted Shares pursuant to this AgreementRSUs in connection with a Retirement after a Change in Control as provided in Subparagraph 3(c)(ii)(C), the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, remaining RSUs shall be made by the Compensation Committee immediately forfeited as of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusiveChange in Control anniversary date on which pro rata Vesting occurred.

Forfeiture. (a) All the Grantee's rights to, and interest in, the Restricted Shares shall terminate and be forfeited Subject to the Company without payment provisions of consideration if either (i) the Grantee's employment by Plan, in the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, event that the GranteeParticipant’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to with the Company or any subsidiary thereof under a post-employment consulting arrangementof its Subsidiaries terminates prior to the Vesting Date with respect to any of the Participant’s shares of Restricted Stock (i) for any reason other than due to death or Disability, or all such shares of Restricted Stock shall be forfeited on the date of such termination without payment of any consideration therefor; and (ii) any action prohibited by paragraph 5 hereof is takendue to death or Disability, all such shares of Restricted Stock shall cease to be subject to the Transfer Restrictions and cease to be forfeitable as of the date of such termination. For The Committee shall determine whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment for purposes of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If In the event that the Participant attempts to transfer, pledge, assign or otherwise encumber shares of Restricted Shares are forfeited for Stock prior to any applicable Vesting Date in violation of the reasons stated in paragraph 6(a) hereofTransfer Restrictions, such forfeiture transfer, pledge, assignment or encumbrance shall be effective upon null and void and the occurrence Participant’s shares of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control Restricted Stock shall be deemed for purposes hereof to have occurred immediately after such Change in Controlforfeited without payment of any consideration therefor. (c) If at any time Notwithstanding the Grantee forfeits any Restricted Shares foregoing, shares subject to the Award granted pursuant to this Agreement, the Grantee agrees Agreement shall continue to return the certificate or certificates for such Restricted Shares be subject to the Company duly endorsed Transfer Restrictions following the Vesting Date with respect to such shares until the end of the period commencing on the Vesting Date with respect to such shares and ending on the earlier of (i) a termination of the Participant’s employment for any reason or (ii) the second anniversary of such Vesting Date (the “Holding Period”) except for any such shares used to satisfy any withholding obligations as set forth herein and in blank or accompanied the Plan. If the Participant fails to comply with such Transfer Restrictions during the Holding Period, any Awards held by a stock power duly executed the Participant which are then subject to forfeiture shall be forfeited and the Committee may, in blankits discretion, take such action as it deems appropriate, including, without limitation, determining not to make any additional grants of Awards to the Participant under the Plan. (d) Determination as Notwithstanding the foregoing, all shares subject to whether an event has occurred resulting Award shall immediately cease to be subject to the Transfer Restrictions and cease to be forfeitable upon a Change in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusiveControl.

Forfeiture. Anything herein to the contrary notwithstanding, (a) All the Grantee's rights to, and interest in, the Restricted Shares all PRSUs that are not vested in accordance with section 2 shall terminate immediately and be forfeited to the Company without payment of consideration in their entirety if either and at such time as (i) the Grantee's employment by Recipient ceases to be an Employee, Outside Director or Consultant, as the Company case may be, or (ii) 24 months have passed immediately following a Sale Event (provided that, in the event the surviving or acquiring entity or the new entity resulting from a Sale Event substitutes a similar equity award for the PRSUs, such award will continue in accordance with its own terms and any subsidiary thereof terminates conditions), and (orb) all PRSUs, to the extent not theretofore settled in accordance 5 For example, if the Grantee is no longer employed Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the Vested Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the Vested Shares. 6 “Cause” means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the Recipient and the Company but has become or the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may have a consultant material and adverse effect on the business of the Company or Subsidiary or on the Recipient’s ability to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company under a post-employment consulting arrangementor Subsidiary, such consulting arrangement terminatesor (iv) for any reasonmaterial misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the GranteeRecipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. 7 A “Good Reason” means the occurrence of any of the following events: (i) a material adverse change in the functions, duties or responsibilities of the Recipient’s employment will not be deemed to have terminated for this purpose while the Grantee is on position (other than a leave of absence which has been approved termination by the Company or while Subsidiary) which would meaningfully reduce the Grantee level, importance or scope of such position (provided that, a change in the person, position and/or department to whom the Recipient is serving as required to report shall not by itself constitute a consultant to material adverse change in the Recipient’s position), (ii) the relocation of the Company or any subsidiary thereof under Subsidiary office at which the Recipient is principally located immediately prior to a post-employment consulting arrangementSale Event (the “Original Office”) to a new location outside of the metropolitan area of the Original Office or the failure to place the Recipient’s own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan area of the Original Office), or (iiiii) any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from material reduction in the Company Recipient’s base salary and incentive compensation opportunity as in effect immediately prior to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeitureSale Event; provided, however, that any termination that, within 90 days of the Grantee’s employment simultaneous with incident that provides the basis for a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this AgreementGood Reason termination, the Grantee agrees to return the certificate or certificates for such Restricted Shares to Recipient shall have provided the Company duly endorsed in blank or accompanied by Subsidiary a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in written notice specifically identifying what the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”)Recipient believes constitutes a Good Reason, and all determinations of the Committee Company or Subsidiary shall be final and conclusivehave failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice.

Forfeiture. If at any time during the term of the Options granted pursuant to this Agreement a Forfeiture Event (aas defined below) All shall occur or be discovered, then all outstanding Options shall immediately terminate in full. If at any time during the GranteeOptionee's rights to, and interest in, employment or at any time following Optionee's termination of employment until the Restricted Shares shall terminate and be forfeited to the Company without payment later of consideration if either (i) the Granteetwelve-month anniversary of the date Optionee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) terminated for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or (ii) the six-month anniversary of the date Optionee exercises Optionee's last remaining Options, a Forfeiture Event occurs, then the Optionee shall pay to the Company an amount equal to the "Option Gain" on any action prohibited by paragraph 5 hereof is takenOptions exercised during the twelve-month period preceding such Forfeiture Event and any Options exercised following such Forfeiture Event. For purposes hereof, "Option Gain" shall mean the Fair Market Value of this Agreementa share of the Class A Common Stock on the date of exercise over the Option Price, a transfer multiplied by the number of shares purchased upon exercise of the Options. "Forfeiture Event" means the following: (i) conduct related to the Optionee's employment from for which either criminal or civil penalties may be sought, (ii) the commission of an act of fraud or intentional misrepresentation, (iii) embezzlement or misappropriation or conversion of assets or opportunities of the Company, (iv) any breach of the non-competition or non-solicitation provisions of the Key Employee Covenants, (v) disclosing or misusing any confidential or proprietary information of the Company to a subsidiary in violation of the Key Employee Covenants, or from a subsidiary to any other non-disclosure agreement with the Company or between subsidiaries shall not be deemed a termination other duty of employment. confidentiality or the Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, (bvi) If Restricted Shares are forfeited for any other material breach of the reasons stated Key Employee Covenants, or (vii) any other actions of Optionee that the Committee determines in paragraph 6(a) hereof, such forfeiture shall be effective upon good faith are harmful to the occurrence interests of the event giving rise Company. The Committee, in its sole discretion, may waive, at any time, in writing this forfeiture provision and release the Optionee from liability hereunder. In addition, the Committee may, in its sole discretion, elect to the forfeiture; provided, however, that purchase any termination shares acquired upon exercise of the Grantee’s employment simultaneous with a Change in Control shall be deemed Option for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made exercise price paid by the Compensation Committee Optionee in lieu of enforcing payment of the Board (Option Gain with respect to any shares which have not been sold or otherwise transferred by the “Committee”), and all determinations of the Committee shall be final and conclusiveOptionee.

Forfeiture. (a) All the Grantee's rights to, and interest in, the Restricted Shares shall terminate and be forfeited Notwithstanding anything herein to the Company without payment of consideration if either (i) the Grantee's employment by the Company and any subsidiary thereof terminates (orcontrary, if the Grantee is no longer employed Participant breaches any Restrictive Covenants applicable to the Participant (including, without limitation, the Restrictive Covenants set forth in Exhibit A hereto) following termination of the Participant’s Employment by the Company but has become a consultant Participant other than due to Disability or Good Reason, in each case on or after the second anniversary of the Date of Grant, then (x) any portion of the Option that vested during the twelve-month period immediately preceding the date of termination (the “Preceding Tranche”) shall be automatically forfeited, (y) any Shares acquired pursuant to the Company under a post-employment consulting arrangementexercise of an Option in the Preceding Tranche shall be subject to the call option set forth in Section 6 of the Investors Agreement and (z) any proceeds from the sale of Shares described in preceding clause (y), such consulting arrangement terminatesshall be immediately repaid to the Company. Notwithstanding anything herein to the contrary, if the Participant breaches any Restrictive Covenants applicable to the Participant (including, without limitation, the Restrictive Covenants set forth in Exhibit A hereto) for during the Severance Period (as defined below) then (x) any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved Vested Portion then held by the Company or while the Grantee is serving as a consultant Participant shall be automatically forfeited, (y) any Shares acquired pursuant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or exercise of the Option shall be subject to the call option set forth in Section 6 of the Investors Agreement and (iiz) any action prohibited by paragraph 5 hereof is takenproceeds from the sale of Shares described in preceding clause (y), shall be immediately repaid to the Company. For purposes of this AgreementAgreement “Severance Period” shall mean, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any of termination of the GranteeParticipant’s employment simultaneous with a Change Employment in Control shall be deemed for purposes hereof circumstances entitling the Participant to have occurred immediately after such Change in Control. (c) If at any time severance under an applicable plan or policy or an individual agreement, and under which plan, policy or individual agreement the Grantee forfeits any Restricted Shares pursuant Participant elects to this Agreementand actually receives severance, the Grantee agrees to return two-year period immediately following the certificate or certificates for date of such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blanktermination. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusive.

Forfeiture. (a) All Upon Cessation (as defined below) of Grantee’s full-time employment with the Grantee's rights to, Company and interest in, its Subsidiaries (the “Termination Date”) before all of the Restricted Shares become Vested Restricted Shares, all Unvested Restricted Shares as of the Termination Date shall, without further action of any kind by the Company or Grantee, be forfeited. Unvested Restricted Shares that are forfeited shall terminate and be forfeited deemed to be immediately transferred to the Company without any payment of consideration if either (i) the Grantee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while action by Grantee, and the Company shall have the full right to cancel any evidence of Grantee’s ownership of such forfeited Unvested Restricted Shares and to take any other action necessary to demonstrate that Grantee no longer owns such forfeited Unvested Restricted Shares automatically upon such forfeiture. Following such forfeiture, Grantee shall have no further rights with respect to such forfeited Unvested Restricted Shares. The “Cessation” of Grantee’s employment with the Company is serving any cessation of Grantee’s full-time employment with the Company and its Subsidiaries for any reason or under any circumstances other than due to Grantee’s death, including because of Grantee’s disability (within the meaning of Section 22(e)(3) of the Code) as a consultant to determined by the Committee, except for any (i) transfer of employment between or among the Company or any subsidiary thereof under a post-employment consulting arrangementof its Subsidiaries, or (ii) any action prohibited sick leave, military leave, or any other temporary personal leave of absence authorized by paragraph 5 hereof is takenthe Company. For purposes of Notwithstanding anything to the contrary in this Agreement, a transfer the Unvested Restricted Shares shall become Vested Restricted Shares upon the death of Grantee during Grantee’s full-time employment from the Company to a subsidiary or from a subsidiary to with the Company or between subsidiaries any of its Subsidiaries, provided that Grantee shall not be deemed a termination have been continuously employed by the Company or one of employmentits Subsidiaries since the Grant Date. (b) If Restricted Shares are forfeited for In addition, if Grantee breaches any of the reasons stated in paragraph 6(a) hereofterms and conditions of this Agreement or the Plan, such forfeiture shall be effective upon the occurrence or any rules and regulations of the event giving rise Committee for this Agreement or the Plan, all of the Unvested Restricted Shares as of the date of such breach shall then automatically be forfeited by Grantee and returned and delivered to the forfeiture; provided, however, that Company without any termination obligation of the Company to pay any amount to Grantee or to any other person or entity and without any further action by Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time Grantee, by his acceptance of the Grantee forfeits any Restricted Shares pursuant to Stock Award granted under this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares irrevocably grants to the Company duly endorsed a power of attorney to transfer any and all Unvested Restricted Shares that are forfeited and agrees to execute any documents requested by the Company in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in connection with such forfeiture and transfer. The Parties expressly agree that these provisions governing the forfeiture of, or lapse and transfer of restrictions on, the Unvested Restricted Shares, in accordance with this Agreement, Shares shall be made specifically enforceable by the Compensation Committee Company in a court of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusiveequity or law.

Forfeiture. Except as otherwise provided in this Section 2, in the event that the Participant ceases to be employed by the Company or an Affiliate and is neither a consultant of the Company or an Affiliate nor a member of the Board, (aan “Eligible Grantee”) All for any reason or no reason, the Grantee's balance of RSUs that have not vested as of the date of such cessation will be forfeited and the Participant will have no future rights towith respect to any such unvested RSUs. The Company shall determine in good faith (including in accordance with Section 409A of the Code) and in the exercise of its discretion whether the Participant has ceased to be an Eligible Grantee and the effective date of the Participant’s termination of such status, and interest insuch determinations shall be final, binding and conclusive. For the Restricted Shares avoidance of doubt, a Participant shall terminate remain an “Eligible Grantee” if such Participant is, and has been at all times since the Grant Date indicated on the opposite side of this Agreement, an employee of the Company or an Affiliate, a consultant of the Company or an Affiliate or a member of the Board. Notwithstanding anything in this Agreement that may be forfeited to the contrary, if the Company without payment of consideration if either determines that Participant has violated any provisions set forth in the Restrictive Covenant Agreements, in addition to any and all rights and remedies set forth therein or otherwise available under law or equity, Participant covenants and agrees that: (i) the Grantee's employment by unvested portion of the Company RSUs will immediately be cancelled, and Participant shall automatically forfeit any subsidiary thereof terminates rights Participant may have with respect to such unvested RSUs as of the date of such determination; and (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminatesii) for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while its Affiliate may also take action at equity or in law to enforce the Grantee is serving as a consultant to provisions of the Company or any subsidiary thereof under a post-employment consulting arrangement, or (ii) any action prohibited by paragraph 5 hereof is takenRestrictive Covenant Agreements. For purposes Following application of this provision of the Agreement, a transfer of employment from Participant will continue to be bound by the Company to a subsidiary or from a subsidiary to obligations, promises and other agreements contained in the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to Restrictive Covenant Agreements and this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusive.

Forfeiture. (a) All The Shares of Restricted Stock allocated to a Performance Year in which the Grantee's rights toGrantee does not vest due to the level of achievement of [INSERT PERFORMANCE GOALS] for such Performance Year, and interest inas determined by the Administrator in accordance with paragraph 1, the Restricted Shares shall terminate and will be forfeited and automatically transferred to the Company without payment of consideration if either (i) the Grantee's employment and reacquired by the Company at no cost to the Company. In addition and notwithstanding any subsidiary thereof terminates (orcontrary provision of this Agreement, the balance of the Shares of Restricted Stock that have not vested at the time the Grantee ceases to be a Service Provider will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company. [Notwithstanding the preceding sentence, if the Grantee is no longer employed by ceases to be a Service Provider following the Company end of a Performance Year but has become prior to the date the Administrator determines the level of achievement of [INSERT PERFORMANCE GOALS] for such Performance Year, the Grantee shall forfeit only (A) the Shares of Restricted Stock allocated to such Performance Year in which the Grantee does not vest due to the level of achievement and (B) any Shares of Restricted Stock allocated to any current or future Performance Year(s).] The Grantee shall not be entitled to a consultant refund of the price paid for the Shares returned to the Company under a post-employment consulting arrangementpursuant to this paragraph 6. The Grantee hereby appoints the Escrow Agent with full power of substitution, such consulting arrangement terminates) for any reason; provided, however, that as the Grantee’s employment will not be deemed to have terminated for this purpose while true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or (ii) take any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreementand execute all documents and instruments, a including, without limitation, stock powers which may be necessary to transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for evidencing such Restricted unvested Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee upon such cessation of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusiveService Provider relationship.

Forfeiture. (a) All the Grantee's rights to, and interest in, the Restricted Shares shall terminate and be forfeited Notwithstanding anything herein to the Company without payment of consideration if either (i) the Grantee's employment by the Company and any subsidiary thereof terminates (orcontrary, if the Grantee is no longer employed Participant breaches any Restrictive Covenants applicable to the Participant (including, without limitation, the Restrictive Covenants set forth in Exhibit A hereto) following termination of the Participant’s Employment by the Company but has become a consultant Participant other than due to Disability or Good Reason, in each case on or after the third anniversary of the Date of Grant, then (x) any portion of the Restricted Stock Unit Award that vested during the twelve-month period immediately preceding the date of termination (the “Preceding Tranche”) shall be automatically forfeited, (y) any Shares acquired pursuant to the Company under a post-employment consulting arrangementPreceding Tranche shall be subject to the call option set forth in Section 6 of the Investors Agreement and (z) any proceeds from the sale of Shares described in preceding clause (y), such consulting arrangement terminatesshall be immediately repaid to the Company. Notwithstanding anything herein to the contrary, if the Participant breaches any Restrictive Covenants applicable to the Participant (including, without limitation, the Restrictive Covenants set forth in Exhibit A hereto) for during the Severance Period (as defined below) then (x) any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved Vested Portion then held by the Company or while the Grantee is serving as a consultant Participant shall be automatically forfeited, (y) any Shares acquired pursuant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or Restricted Stock Unit Award shall be subject to the call option set forth in Section 6 of the Investors Agreement and (iiz) any action prohibited by paragraph 5 hereof is takenproceeds from the sale of Shares described in preceding clause (y), shall be immediately repaid to the Company. For purposes of this AgreementAgreement “Severance Period” shall mean, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any of termination of the GranteeParticipant’s employment simultaneous with a Change Employment in Control shall be deemed for purposes hereof circumstances entitling the Participant to have occurred immediately after such Change in Control. (c) If at any time severance under an applicable plan or policy or an individual agreement, and under which plan, policy or individual agreement the Grantee forfeits any Restricted Shares pursuant Participant elects to this Agreementand actually receives severance, the Grantee agrees to return two-year period immediately following the certificate or certificates for date of such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blanktermination. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusive.

Forfeiture. You will forfeit any unvested and unexercised portions of the Option upon either your resignation or the termination of your employment or service relationship with the Company or Employer for any reason unless (ai) All you terminate due to death or Total and Permanent Disability, or (ii) your Employment Agreement in effect at the Grantee's rights totime at issue, if any, provides otherwise, in which case your Employment Agreement will govern the treatment of the Option upon such termination event. a. Unless your Employment Agreement in effect provides otherwise, in which case your Employment Agreement will control treatment of the Option on death, if you terminate due to death and subject to the expiration date of Section (1)(b), your Option will vest in accordance with Section 1(e) and will remain exercisable for twelve (12) months after the date of your death, and interest in, the Restricted Shares shall terminate and any unexercised portions will be forfeited thereafter. b. Unless your Employment Agreement in effect provides otherwise, in which case your Employment Agreement will control treatment of the Option on disability, if you terminate due to your Total and Permanent Disability and subject to the expiration date of Section (1)(b), your Option will continue to vest and in accordance with Section 1(f) and remain exercisable for twelve (12) months after the date of your termination due to Total and Permanent Disability, or five (5) business days after the latest date that your Option becomes exercisable during those twelve (12) months, if later, and any unexercised portions will be forfeited thereafter. c. If you cease to be a “common law employee” of the Company or any of its Affiliates but you continue to provide bona fide services (which shall not include any period of salary continuation commencing after termination due to your Employment Agreement (if applicable) or any Company severance plan) to the Company or any of its Affiliates following such cessation in a different capacity, including without payment limitation as a director, consultant or independent contractor, then a termination of consideration if either (i) the Grantee's your employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment or service relationship will not be deemed to have terminated occurred for purposes of this purpose while Agreement upon such change in capacity. However, the Grantee Option will not be treated as an “incentive stock option” within the meaning of Code Section 422 with respect to any exercise that occurs more than three (3) months after such cessation of the common law employee relationship (except as otherwise permitted under Code Section 421 or 422). In the event that your employment or service relationship is on with a leave business, trade or entity that, after the Date of absence which has been approved by Grant, ceases for any reason to be part of the Company or while an Affiliate, your employment or service relationship will be deemed to have terminated for purposes of this Agreement upon such cessation if your employment or service relationship does not continue uninterrupted immediately thereafter with the Grantee Company or an Affiliate of the Company. d. Unless your Employment Agreement defines “Cause” differently, in which case your Employment Agreement will control the treatment of the Option in the case of an event constituting “Cause,” the Option will be forfeited immediately upon your commission of any of the following acts, as determined by the Committee, which determination will be conclusive: (i) conviction of or pleading of nolo contendre to a felony, (ii) fraud on or misappropriation of any funds or property of the Company, an Affiliate, customer or client, (iii) your breach of any provision of any employment, non-disclosure, non-competition, non-solicitation, assignment of inventions, or other similar agreement executed by you for the benefit of the Company and its Affiliates, (iv) dishonesty, (v) engaging in any act or omission which is serving as a consultant in material violation of any Company or Employer policy, (vi) willful misconduct in connection with your duties or responsibilities or otherwise, gross negligence in the performance of your duties or responsibilities, or (vii) failure to perform your responsibilities in the best interests of the Company or any subsidiary thereof under a post-employment consulting arrangementof its Affiliates, or (ii) any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any of the reasons stated each as determined in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made good faith by the Compensation Committee of the Board (the “Committee”)Company, and all determinations of the Committee shall be final and which determination is conclusive.

Forfeiture. (a) All Upon the Grantee's rights Senior Manager’s (the “Forfeiting Senior Manager”) termination of services (such that he is no longer providing services as a partner to, and interest inor employed by, any Apollo Service Recipient) for any reason, the Restricted Shares Pecuniary Interest in AOG Units then held by such Forfeiting Senior Manager and his Group pursuant to this Agreement that has not vested in accordance with Section 4.1 shall terminate and be forfeited (the “Forfeited Interests”) as of the applicable Forfeiture Date to BRH (or, at BRH’s discretion, the Company without payment Apollo Operating Group). Upon the forfeiture of consideration if the Forfeited Interests, Pecuniary Interest in AOG Units of the Senior Manager and his Group shall be decreased by the Pecuniary Interest forfeited and, at BRH’s discretion, either (i) the Grantee's employment BRH’s Pecuniary Interest in AOG Units shall be increased by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, Forfeited Interests received or (ii) any action prohibited by paragraph 5 hereof is takenthe Forfeited Interests will be transferred to the member of the Apollo. Operating Group that issued such interests for cancellation. For purposes avoidance of doubt, the Forfeited Interests shall not include any AOG Units that have been sold to a Person outside the Forfeiting Senior Manager’s Group in accordance with the terms of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employmentAgreement and any other agreement referenced herein. (b) If Restricted Shares are forfeited for any All credits and debits to the Capital Account of the reasons stated in paragraph 6(a) hereofForfeiting Senior Manager and his Group shall, from the date of termination of such forfeiture shall Forfeiting Senior Manager until the applicable Forfeiture Date, be effective upon computed on a pro-forma basis assuming the occurrence Ownership Percentage of such Forfeiting Senior Manager and his Group had been adjusted on the event giving rise date of termination to give effect to the forfeiture; providedforfeiture to occur on the Forfeiture Date. Amounts that would, howeverbut for the preceding sentence, that any termination be debited or credited to the Capital Account of such Forfeiting Senior Manager and his Group shall, on the Grantee’s employment simultaneous with a Change in Control shall applicable Forfeiture Date, be deemed for purposes hereof debited or credited to have occurred immediately after such Change in Controlthe Capital Account of BRH. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares Notwithstanding anything to the Company duly endorsed contrary herein, no interests in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, Holdings shall be made by issued if such issuance will change the Compensation Committee Pecuniary Interest of the Board Senior Manager or a member of his Group in AOG Units, unless the Senior Manager (the “Committee”), and all determinations of the Committee shall be final and conclusiveor his legal representative) consents to such issuance.

Forfeiture. (a) All the Grantee's rights to, and interest in, The Participant shall forfeit all of the Restricted Stock Units and any right under this Award Agreement to receive Shares shall terminate and be forfeited to of common stock upon the occurrence of any of the following events before the expiration of the Period of Restriction: · Termination of employment with the Company without payment of consideration if either (i) the Grantee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that no forfeiture shall occur if termination of employment occurs upon or after a Change in Control. · Any attempt to sell, transfer, pledge, assign or otherwise alienate or hypothecate the Grantee’s Restricted Stock Units or the right to receive the common stock issuable under the Restricted Stock Units in violation of this Award Agreement. Notwithstanding the above, if the Participant dies, has a termination of employment will not be deemed to have terminated for this purpose while upon retirement, (as defined under the Grantee is on a leave then established rules of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangementof its Subsidiaries, or (ii) any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreementas the case may be), a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed has a termination of employment. employment due to Disability, is involuntarily terminated under conditions in which the Participant qualifies for and receives an employer severance benefit that is offered, and executes an agreement to release the Company in full against any and all claims as required by (band per the timing requirements in) the arrangement or plan providing the employer severance benefit; or if the Participant continues to be employed by the Company until March 2, 2012 but ceases to be employed in an executive position during the three-year Period of Restriction, the Restricted Stock Units awarded to the Participant under this Award Agreement will be forfeited and/or payable as follows: · If the Participant dies, terminates employment as described above or ceases to be employed in an executive position prior to a full month after the Grant Date, all Restricted Shares are Stock Units earned will be forfeited for upon the death or termination. · If the Participant dies, terminates employment as described above or ceases to be employed in an executive position after the lapse of a full month or more after the Grant Date, the Participant will be entitled to a prorated number of Restricted Stock Units. The proration will be calculated by multiplying the number of Restricted Stock Units awarded by the number of full months served after the Grant Date, divided by thirty-six months. The prorated Restricted Stock Units will then be adjusted upward or downward by the performance factors in accordance with the provisions under the subsection “Performance Adjustment” (as determined by the Committee), except that no adjustment is made upon death. All fractional shares will be rounded up to the next full share. The remaining portion of Restricted Stock Units awarded will be forfeited. Upon the occurrence of any of the reasons stated in paragraph 6(aabove forfeiture events (for which no exception has been made as set forth above) hereof, such forfeiture shall be effective upon before the occurrence expiration of the event giving rise to the forfeiture; provided, however, that any termination Period of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this AgreementRestriction, the Grantee agrees Restricted Stock Units that are to return the certificate be forfeited as described above (either in full or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreementpart), shall be made forfeited by the Compensation Committee Participant to the Company. At the time of such forfeiture, the Participant’s interest in the Restricted Stock Units and the common stock issuable under the Restricted Stock Units shall terminate, unless such forfeiture is waived in the sole discretion of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusive.. {00475016.DOC;9 }

Forfeiture. (a) All If the Grantee's rights toParticipant is terminated by the Company with Cause, and interest in, the Restricted Shares any unvested RSUs shall terminate and be forfeited in their entirety on the Participant’s termination date without any payment to the Participant. In addition, if (A) the Participant’s employment is terminated by the Company without payment Cause or the Participant resigns with Good Reason (other than a Change of consideration if Control Termination) and the Participant engages in any Detrimental Activity during a twelve (12) month period less any time spent on garden leave and/or any notice period, or (B) the Participant’s employment is terminated due to Retirement or Disability and the Participant either (iI) engages in any Detrimental Activity during a twelve (12) month period less any time spent on garden leave and/or any notice period, or (II) either the Grantee's employment Participant or any person or enterprise controlled by him holds any position as employee, director, officer, consultant, partner, agent or principal in or with any company in the Company and any subsidiary thereof terminates (or, if Competitive Group during the Grantee is no longer employed by the Company but has become a consultant to the Company under a Participant’s post-employment consulting arrangementvesting period, such consulting arrangement terminates) for any reason; provided, however, unvested RSUs shall be forfeited in their entirety on the date that the Grantee’s employment Participant engages in such Detrimental Activity or becomes employed by any company in the Competitive Group, as applicable, without any payment to the Participant. If the Participant wishes to take up a position with any companies that are in the Competitive Group, he should notify the Board of that wish and the Board will consider in good faith whether to release him from the restrictions in this Section to the extent permitted to allow him to take up such position (and the Board will not unreasonably decline to provide such release). In the event the Board grants a release from the restrictions in this Section, the forfeiture scenarios related to Non-Competition shall be deemed to have terminated for negated. Notwithstanding the foregoing, nothing in this purpose while Section shall prohibit the Grantee is Participant’s ownership of less than two percent (2%) of the outstanding shares of the stock or other equity of any company engaged in any business, which shares or other equity are regularly traded on a leave national securities exchange or in any over-the-counter market or the provision of absence which has been approved by services to a subsidiary, division or affiliate of a competitive business if such subsidiary, division or affiliate is not itself engaged in a competitive business and the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangementParticipant does not provide services to, or (ii) have any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreementresponsibilities regarding, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blankcompetitive business. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusive.

Forfeiture. (a) All the Grantee's rights toi. If Participant’s Continuous Service terminates for any reason, Participant shall forfeit all right, title, and interest inin and to any outstanding unvested Performance-Vesting Options as of the date of such termination, and such forfeited Performance-Vesting Options shall be cancelled without consideration or any act or action by Participant or the Restricted Shares Company (except as otherwise provided in Section 3 of this Exhibit A); provided, that any Performance-Vesting Options that could potentially vest under Section 3(b)(i) of this Exhibit A (due to additional Sponsor Cash Inflows that occurred prior to the date of termination of such Participant’s Continuous Service) shall terminate and not be forfeited on such date of termination, and shall remain outstanding through the end of the fiscal year in which such date of termination occurs, and either vest if the conditions of Section 3(b)(i) of this Exhibit A are satisfied or shall be thereafter forfeited if such conditions are not satisfied. ii. Upon a Sale Transaction that results in the Sponsor Group no longer holding any Common Stock, Participant shall forfeit all right, title, and interest in and to any Performance-Vesting Options for which the Company performance criteria are not met in accordance with the foregoing provisions of this Section 3 of this Exhibit A, and such unvested Performance-Vesting Options shall be cancelled without payment further consideration or any act or action by Participant. iii. In addition, Participant shall forfeit all right, title, and interest in and to any outstanding Performance-Vesting Options that have vested upon the earliest to occur of consideration the following circumstances: (x) immediately upon termination of the Participant’s Continuous Service if either such termination is for Cause; (iy) following termination of the Grantee's employment by the Company and any subsidiary thereof terminates (orParticipant’s Continuous Service, if the Grantee is no longer employed by Participant breaches any of his or her post-termination covenants in any agreement between the Participant and the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason(or its Subsidiaries); provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or (iiz) if the Participant fails to properly execute any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from the Company general release required to a subsidiary or from a subsidiary be executed pursuant to the Company or between subsidiaries shall not be deemed a termination of employment. (bSection 4(a) If Restricted Shares are forfeited for any of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in ControlRestricted Stock Award Agreement. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusive.

Forfeiture. Subject to clause 8.1.2 if any of the Events of Forfeiture (aas defined in clause 8.2) All occurs then it will be lawful for the Grantee's rights toLandlord or any person authorised by the Landlord to re-enter both the Property and the Main Site or any part of them in the name of the whole and on such re-entry the Term and the term of the Main Site Lease will end but without prejudice to any claim against either party for any prior breach of this Lease or the Main Site Lease. The Landlord shall not seek to re-enter the Property or any part of it for any reason (including without limitation, and interest inany breach of this Lease on the part of the Tenant) without giving the Funder at least 20 Working Days’ notice of its intention to do so. Any notice from the Landlord shall specify the grounds for the Landlord’s proposed re-entry. The Landlord’s right to re-enter the Property or any part of it shall not apply if, within the period referred to in clause 8.1.2, the Restricted Shares shall terminate and be forfeited Funder gives notice to the Company without payment of consideration if either (i) the Grantee's employment by the Company and any subsidiary thereof terminates (orLandlord, if the Grantee is no longer employed by the Company but has become a consultant copied to the Company under a postTenant: requiring the Landlord not to re-employment consulting arrangement, such consulting arrangement terminates) for enter the Property or any reasonpart of it; provided, however, and undertaking that the Grantee’s employment will not be deemed to have terminated for this purpose while Funder or its nominee will: procure that the Grantee Event of Forfeiture is on a leave of absence which has been approved by the Company or while the Grantee is serving remedied as a consultant soon as reasonably practicable to the Company or any subsidiary thereof under a post-employment consulting arrangement, or (ii) any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary Landlord’s reasonable satisfaction; and pay to the Company Landlord any sums then due and payable to the Landlord under this Lease that are unpaid. In the event that the Funder or between subsidiaries shall its nominee has not be deemed a termination remedied the Event of employment. Forfeiture and/or paid all sums due and payable under clause 8.1.3(a) and (b) If Restricted Shares are forfeited for any within 40 Working Days of the reasons stated in paragraph 6(a) hereofdate of the Funder's notice, such forfeiture the Landlord shall be effective upon the occurrence free to exercise its right of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If re-entry at any time thereafter. If the Grantee forfeits Landlord re-enters both the Property and the Main Site or any Restricted Shares part of them pursuant to clause 8.1.1 and if the Tenant applies for relief against forfeiture of this Agreement, Lease the Grantee agrees to return Tenant shall also at the certificate or certificates same time apply for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the relief against forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusiveMain Site Lease.

Forfeiture. (a) All the Grantee's rights to, and interest in, The Participant shall forfeit all of the Restricted Shares shall terminate Stock Units and be forfeited any right under this Award Agreement to receive any payment hereunder upon the occurrence of any of the following events before the expiration of the Period of Restriction: • Termination of employment with the Company without payment of consideration if either (i) the Grantee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that no forfeiture shall occur if termination of employment occurs due to the GranteeParticipant’s involuntary termination in connection with and resulting from a Change in Control within the two-year period following the date of the Change in Control and the satisfaction of the conditions as described in paragraph d) of the subsection entitled “Period of Restriction” above; and further provided, that if the conditions of paragraph d) of the subsection entitled “Period of Restriction” above are not met, the Restricted Stock Units and any right under this Award Agreement to receive any payment will be forfeited. • Any attempt to sell, transfer, pledge, assign or otherwise alienate or hypothecate the Restricted Stock Units or the right to receive any payment under the Restricted Stock Units in violation of this Award Agreement. Notwithstanding the above, if the Participant dies, has a termination of employment will not be deemed to have terminated for this purpose while upon retirement (as defined under the Grantee is on a leave then established rules of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangementof its Subsidiaries, or (ii) any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreementas the case may be), a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed has a termination of employment. employment due to Disability, is involuntarily terminated other than under paragraph d) of the subsection entitled “Period of Restriction” above under conditions in which the Participant qualifies for and receives any employer severance benefit that may be offered, provided that the Participant executes, submits and does not revoke an agreement to release the Company in full against any and all claims as required by (band within the time period mandated by) the arrangement or plan providing the employer severance benefit, or if the Participant continues to be employed by the Company until the Vest Date but ceases to be employed in an executive position during the three-year Period of Restriction, the Restricted Stock Units awarded to the Participant under this Award Agreement will be forfeited and/or payable as follows: • If the Participant dies, terminates employment as described above or ceases to be employed in an executive position prior to a full month after the Award Date, all Restricted Shares are Stock Units earned will be forfeited for upon the death or termination. • If the Participant dies, terminates employment as described above or ceases to be employed in an executive position after the lapse of a full month or more after the Award Date, the Participant will be entitled to a prorated number of Restricted Stock Units. The proration will be calculated by multiplying the number of Restricted Stock Units awarded by the number of full months served after the Award Date, divided by thirty-six months. The prorated Restricted Stock Units will then be adjusted upward or downward by the performance factors in accordance with the provisions under the subsection “Performance Adjustment” (as determined by the Committee), except that no adjustment is made upon death. The remaining portion of Restricted Stock Units awarded will be forfeited. Upon the occurrence of any of the reasons stated in paragraph 6(aabove forfeiture events (for which no exception has been made as set forth above) hereof, such forfeiture shall be effective upon before the occurrence expiration of the event giving rise to the forfeiture; provided, however, that any termination Period of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this AgreementRestriction, the Grantee agrees Restricted Stock Units that are to return the certificate be forfeited as described above (either in full or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreementpart), shall be made forfeited by the Compensation Committee Participant to the Company. At the time of such forfeiture, the Participant’s interest in the Restricted Stock Units and any payments under the Restricted Stock Units shall terminate, unless such forfeiture is waived in the sole discretion of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusive.

Forfeiture. (a) All If the Grantee's rights toParticipant is terminated by the Company with Cause, and interest in, the Restricted Shares any unvested PSUs shall terminate and be forfeited in their entirety on the Participant’s termination date without any payment to the Participant. In addition, if (A) the Participant’s employment is terminated by the Company without payment Cause or the Participant resigns with Good Reason (other than a Change of consideration if Control Termination) and the Participant engages in any Detrimental Activity during a twelve (12) month period less any time spent on garden leave and/or any notice period., or (B) the Participant’s employment is terminated due to Disability and the Participant either (iI) engages in any Detrimental Activity during a twelve (12) month period less any time spent on garden leave and/or any notice period, or (II) either the Grantee's employment Participant or any person or enterprise controlled by him holds any position as employee, director, officer, consultant, partner, agent or principal in or with any company in the Company and any subsidiary thereof terminates (or, if Competitive Group during the Grantee is no longer employed by the Company but has become a consultant to the Company under a Participant’s post-employment consulting arrangementvesting period, such consulting arrangement terminates) for any reason; provided, however, unvested PSUs shall be forfeited in their entirety on the date that the Grantee’s employment Participant engages in such Detrimental Activity or becomes employed by any company in the Competitive Group, as applicable, without any payment to the Participant. If the Participant wishes to take up a position with any companies that are in the Competitive Group, he should notify the Board of that wish and the Board will consider in good faith whether to release him from the restrictions in this Section to the extent permitted to allow him to take up such position (and the Board will not unreasonably decline to provide such release). In the event the Board grants a release from the restrictions in this Section, the forfeiture scenarios related to Non-Competition shall be deemed to have terminated for negated. Notwithstanding the foregoing, nothing in this purpose while Section shall prohibit the Grantee is Participant’s ownership of less than two percent (2%) of the outstanding shares of the stock or other equity of any company engaged in any business, which shares or other equity are regularly traded on a leave national securities exchange or in any over-the-counter market or the provision of absence which has been approved by services to a subsidiary, division or affiliate of a competitive business if such subsidiary, division or affiliate is not itself engaged in a competitive business and the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangementParticipant does not provide services to, or (ii) have any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreementresponsibilities regarding, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blankcompetitive business. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusive.

Forfeiture. (a) All the Grantee's rights to, and interest in, The Grantee shall forfeit all of the Restricted Shares shall terminate Stock Units and be forfeited any right under this Agreement to receive Common Stock upon the occurrence of any of the following events before the expiration of the Period of Restriction: · Termination of employment with the Company without payment or its subsidiaries for any reason. Notwithstanding the foregoing, no forfeiture shall occur if termination of consideration if either (i) the Grantee's employment by with the Company and is due to death, Disability (as defined under the then established rules of the Company or any subsidiary thereof terminates (orof its subsidiaries, if as the case may be), or occurs at anytime following a Change of Control under circumstances where the Grantee is no longer employed involuntarily terminated and would qualify for, elect to accept an employer severance benefit, if offered, and execute an agreement to release the Company in full against any and all claims as required by the Company but has become a consultant arrangement or plan providing the employer severance benefit. · Any attempt to sell, transfer, pledge, or assign the Company Restricted Stock Units or the right to receive the Common Stock issuable under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Restricted Stock Units in violation of this Agreement. If the Grantee’s employment will not be deemed to have is involuntary terminated for this purpose while under conditions in which the Grantee is on a leave of absence which has been approved qualifies for, elects to accept an employer severance benefit, if offered, and executes an agreement to release the Company in full against any and all claims as required by the Company arrangement or while plan providing the employer severance benefit; or if the Grantee is serving retires (as a consultant to defined under the then established rules of the Company or any subsidiary thereof under a postof its subsidiaries, as the case may be); or if the Grantee continues to be employed by FE but ceases to be employed in an executive position during the three-employment consulting arrangementyear Performance Period the Restricted Stock Units in this Agreement will be forfeited and payable as follows, or (ii) any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from the Company subject to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any Section 3.8 of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any termination of Plan: · If the Grantee’s employment simultaneous with terminates prior to a Change in Control shall be deemed for purposes hereof to have occurred immediately full month after such Change in Control. (c) If at any time the Grantee forfeits Date of Grant, all Restricted Stock Units and any Restricted Shares pursuant to this AgreementStock Units earned as Dividend Equivalents will be forfeited. · If the Grantee’s employment terminates a full month or more after the Date of Grant, the Grantee agrees will be entitled to return a prorated number of Restricted Stock Units. The number of shares to be prorated will be calculated as of the certificate March 3, 2011 vesting date by multiplying the number of shares initially awarded and all Dividend Equivalents earned through the vesting date, by the number of full months served after the date of grant, divided by thirty-six months. The prorated shares will then be adjusted upward or certificates downward by the performance factors in accordance with the provisions under the caption “Performance Adjusted Restricted Stock Units”, (as determined by the Compensation Committee). All fractional shares will be rounded up to the next full shares. The remaining portion of Restricted Stock Units initially granted and all associated Dividend Equivalents will be forfeited. Upon the occurrence of any of the above events (for such which no exception has been made as set forth above) before the expiration of the Period of Restriction, the Restricted Shares Stock Units shall be forfeited by the Grantee to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting and the Grantee’s interest in the forfeiture ofRestricted Stock Units and the Common Stock issuable under the Restricted Stock Units, or lapse of restrictions on, Restricted Shares, including the right to receive Dividend Equivalents (as defined below) shall terminate immediately in accordance with this Agreementthe foregoing, shall be made by unless such forfeiture is waived in the Compensation Committee sole discretion of the Board (Committee. However, any Restricted Stock Units not forfeited shall continue to be adjusted for performance in accordance with the “Committee”), provisions under the caption "Performance Adjusted Restricted Stock Units" above and all determinations of shall include the Committee shall be final and conclusiveright to receive Dividend Equivalents.

Forfeiture. (a) All the Grantee's rights to, and interest in, The Participant shall forfeit all of the Restricted Stock Units and any right under this Award Agreement to receive Shares shall terminate and be forfeited to of common stock upon the occurrence of any of the following events before the expiration of the Period of Restriction: • Termination of employment with the Company without payment of consideration if either (i) the Grantee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that no forfeiture shall occur if termination of employment occurs due to the GranteeParticipant’s involuntary termination in connection with and resulting from a Change in Control within the two-year period following the date of the Change in Control and the satisfaction of the conditions as described in paragraph d) of the subsection entitled “Period of Restriction” above; and further provided, that if the conditions of paragraph d) of the subsection entitled “Period of Restriction” above are not met, the Restricted Stock Units and any right under this Award Agreement to receive Shares of common stock will be forfeited. • Any attempt to sell, transfer, pledge, assign or otherwise alienate or hypothecate the Restricted Stock Units or the right to receive the common stock issuable under the Restricted Stock Units in violation of this Award Agreement. Notwithstanding the above, if the Participant dies, has a termination of employment will not be deemed to have terminated for this purpose while upon retirement (as defined under the Grantee is on a leave then established rules of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangementof its Subsidiaries, or (ii) any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreementas the case may be), a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed has a termination of employment. employment due to Disability, is involuntarily terminated other than under paragraph d) of the subsection entitled “Period of Restriction” above under conditions in which the Participant qualifies for and receives any employer severance benefit that may be offered, provided that the Participant executes, submits and does not revoke an agreement to release the Company in full against any and all claims as required by (band within the time period mandated by) the arrangement or plan providing the employer severance benefit, or if the Participant continues to be employed by the Company until the Vest Date but ceases to be employed in an executive position during the three-year Period of Restriction, the Restricted Stock Units awarded to the Participant under this Award Agreement will be forfeited and/or payable as follows: • If the Participant dies, terminates employment as described above or ceases to be employed in an executive position prior to a full month after the Award Date, all Restricted Shares are Stock Units earned will be forfeited for upon the death or termination. • If the Participant dies, terminates employment as described above or ceases to be employed in an executive position after the lapse of a full month or more after the Award Date, the Participant will be entitled to a prorated number of Restricted Stock Units. The proration will be calculated by multiplying the number of Restricted Stock Units awarded by the number of full months served after the Award Date, divided by thirty-six months. The prorated Restricted Stock Units will then be adjusted upward or downward by the performance factors in accordance with the provisions under the subsection “Performance Adjustment” (as determined by the Committee), except that no adjustment is made upon death. All fractional shares will be rounded up to the next full share. The remaining portion of Restricted Stock Units awarded will be forfeited. Upon the occurrence of any of the reasons stated in paragraph 6(aabove forfeiture events (for which no exception has been made as set forth above) hereof, such forfeiture shall be effective upon before the occurrence expiration of the event giving rise to the forfeiture; provided, however, that any termination Period of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this AgreementRestriction, the Grantee agrees Restricted Stock Units that are to return the certificate be forfeited as described above (either in full or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreementpart), shall be made forfeited by the Compensation Committee Participant to the Company. At the time of such forfeiture, the Participant’s interest in the Restricted Stock Units and the common stock issuable under the Restricted Stock Units shall terminate, unless such forfeiture is waived in the sole discretion of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusive.

Forfeiture. (a) All the Grantee's rights to, and interest in, the Restricted Shares shall terminate and be forfeited Subject to the Company without payment provisions of consideration if either (i) the GranteePlan, in the event that the Participant's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to with the Company or any subsidiary thereof under a post-employment consulting arrangementof its Affiliates is terminated prior to the Vesting Date with respect to any of the Participant's shares of Restricted Stock (i) for any reason other than due to death or Disability, or all such shares of Restricted Stock shall be forfeited on the date of such termination without payment of any consideration therefore; and (ii) any action prohibited by paragraph 5 hereof is taken. For purposes due to death or Disability, all such shares of this Agreement, a transfer of employment from the Company Restricted Stock shall cease to a subsidiary or from a subsidiary be subject to the Company Transfer Restrictions and cease to be forfeitable on an applicable Vesting Date occurring on or between subsidiaries prior to the first anniversary of such termination as if the Participant had remained employed until such first anniversary and any shares of Restricted Stock with respect to which the Vesting Date has not occurred on or prior to such first anniversary shall not be deemed a termination forfeited without payment of employmentany consideration therefore. (b) If In the event that the Participant attempts to transfer, pledge, assign or otherwise encumber shares of Restricted Shares are forfeited for any Stock prior to the applicable Vesting Dates in violation of the reasons stated in paragraph 6(a) hereofTransfer Restrictions, such forfeiture transfer, pledge, assignment or encumbrance shall be effective upon null and void and the occurrence Participant's shares of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control Restricted Stock shall be deemed for purposes hereof to have occurred immediately after such Change in Controlforfeited without payment of any consideration therefore. (c) If at any time Notwithstanding the Grantee forfeits any Restricted Shares foregoing, shares subject to the Award granted pursuant to this Agreement, the Grantee agrees Agreement shall continue to return the certificate or certificates for such Restricted Shares be subject to the Company duly endorsed Transfer Restrictions following the Vesting Date with respect to such shares until the end of the period commencing on the Vesting Date with respect to such shares and ending on the earlier of (i) a termination of the Participant's employment for any reason or (ii) the second anniversary of such Vesting Date (the "Holding Period") except for any such Shares used to satisfy any withholding obligations as set forth herein and in blank or accompanied the Plan. If the Participant fails to comply with such Transfer Restrictions during the Holding Period, any Awards held by a stock power duly executed the Participant which are then subject to forfeiture shall be forfeited and the Committee may, in blankits discretion, take such action as it deems appropriate, including, without limitation, determine not to make any additional grants of Awards to the Participant under the Plan. (d) Determination as Notwithstanding the foregoing, all shares subject to whether an event has occurred resulting Award shall immediately cease to be subject to the Transfer Restrictions and cease to be forfeitable upon a Change in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusiveControl.

Forfeiture. (a) All If the Grantee has a termination of employment or a leave of absence that isn’t a qualified leave of absence under the applicable Company’s or Affiliate’s employment policies (“Qualified Leave”) prior to the end of the Performance Period for any reason, then except as provided in an employment agreement between the Company and the Grantee then in effect, the Grantee shall forfeit, and shall have no further rights or interest with respect to, any of the PSUs granted hereby, with automatic and immediate effect as of the termination of employment date. Notwithstanding the foregoing, if the Grantee's rights to, and interest in, the Restricted Shares shall terminate and be forfeited to ’s employment is terminated by the Company without payment of consideration if either (i) the Cause or due to Grantee's employment by the Company and any subsidiary thereof terminates (or’s death or Disability, or if the Grantee is no longer employed has a leave of absence during the Performance Period that isn’t a Qualified Leave, the Grantee will receive a pro-rated Award on the Settlement Date, provided the Performance Goals are met as determined by the Company but has become Committee, by multiplying the number of Shares the Grantee would have received had the Grantee’s employment not terminated, or had the Grantee had a consultant to Qualified Leave, by a fraction, the Company under a post-employment consulting arrangementnumerator of which is the number of full and partial months of employment, such consulting arrangement terminates) for any reasonexcluding periods of leaves of absences that are not Qualified Leaves, completed during the Performance Period, and the denominator of which is the number of total months in the Performance Period[; provided, however, that if the Grant Date is within twelve (12) months of the Grantee’s employment will not be deemed to have terminated for this purpose while Qualified Retirement, the Grantee is will receive an Award on a leave of absence which has been approved the Settlement Date, provided the Performance Goals are met as determined by the Company or while Committee, as if the Grantee is serving as a consultant to had remained employed through the Company or any subsidiary thereof under a post-employment consulting arrangement, or (ii) any action prohibited by paragraph 5 hereof is taken. For purposes end of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employmentPerformance Period]. (b) If Restricted Shares are forfeited for any The Award, and the Committee’s determination of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence satisfaction of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this AgreementPerformances Goals, shall be made subject to adjustment by the Compensation Committee (i) as provided in the Plan, and (ii) in recognition of unusual or nonrecurring events affecting the Company or any Affiliate, or the financial statements of the Board (the “Committee”)Company or any Affiliate, and all determinations or of changes in applicable laws, regulations or accounting principles, if the Committee shall be final and conclusivedetermines that such adjustments are appropriate or necessary.

Forfeiture. (ai) All If the Grantee's rights toBuyer shall terminate this Agreement pursuant to Section 7(a)(v), or if the Target shall terminate this Agreement pursuant to Section 7(a)(vii), the Escrow Amount shall be transferred, assigned, and interest in, the Restricted Shares shall terminate and be forfeited delivered to the Company Target as liquidated damages (and not as a penalty) in accordance with the terms, and subject to the limitations and restrictions, of the Escrow Agreement, without payment of consideration if either (i) the Grantee's employment by the Company Target, and the Buyer and the Transitory Subsidiary shall have no further liability for any subsidiary thereof terminates (orbreach of any of its representations, if warranties, covenants or obligations contained in this Agreement, including without limitation breach of any of the Grantee is no longer employed covenants set forth in Section 5(e). Until any forfeiture of the Escrowed Shares by the Company but has become a consultant Buyer to the Company under Target pursuant to the Escrow Agreement as a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that result of the Grantee’s employment will not be deemed to have terminated for termination of this purpose while the Grantee is on a leave of absence which has been approved Agreement by the Company Buyer pursuant to Section 7(a)(v), or while by the Grantee is serving as a consultant Target pursuant to Section 7(a)(vii), the Buyer shall have the right to vote the Escrowed Shares and shall be entitled to receive all dividends and distributions payable in respect of the Escrowed Shares. (ii) If the Buyer shall terminate this Agreement pursuant to Section 7(a)(vi), then (A) within three business days thereof, the Target will select any or all loans or participations described on Schedule 7(c)(ii) attached hereto and "put" those loans or participations by written notice to the Company Buyer and Buyer agrees to purchase such loans or any subsidiary thereof under a post-employment consulting arrangementparticipations for cash within 10 business days following such notice, or (iiB) if the Buyer so elects, in lieu of Buyer's obligations under clause (A), Buyer shall forfeit the Escrowed Shares to the Target as liquidated damages (and not as a penalty) in accordance with the terms, and subject to the limitations and restrictions of, the Escrow Agreement, without payment of consideration by the Target, and the Buyer and the Transitory Subsidiary shall have no further liability for any action prohibited by paragraph 5 hereof is taken. For purposes breach of its representations, warranties, covenants, or obligations contained in this Agreement, including, without limitation, the breach of the covenants set forth in Section 5(e). The purchase price for such loans or participations shall be equal to an amount determined by discounting each principal and interest payment due on each such loan or participation each month over the life of such loan or participation at a transfer rate equal to 2.50% plus the rate of employment interest applicable to the 10 year US Treasury security (determined at the close of business on the business day immediately preceding the date of the "put" notice from the Company to a subsidiary or from a subsidiary Target to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any of the reasons stated in paragraph 6(a) hereofBuyer), such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied divided by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, 12. Such purchase shall be made without any representations or warranties by the Compensation Committee Target relating to such loans or participations, other than that Target has all the right, title and interest in such loans or participations and that such loans or participations are being sold free and clear of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusiveany liens.

Forfeiture. If at anytime during the term of these Options a Forfeiture Event (aas defined below) All shall occur or be discovered, then all outstanding Options shall immediately terminate in full. If at anytime during the GranteeOptionee's rights to, and interest in, employment or at any time following Optionee's termination of employment until the Restricted Shares shall terminate and be forfeited to the Company without payment later of consideration if either (i) the Granteetwelve-month anniversary of the date Optionee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) terminated for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or (ii) the six-month anniversary of the date Optionee exercises Optionee's last remaining Options, a Forfeiture Event occurs, then the Optionee shall pay to the Company an amount equal to the "Option Gain" on any action prohibited by paragraph 5 hereof is takenOptions exercised during the 12 month period preceding such Forfeiture Event and any Options exercised following such Forfeiture Event. For purposes hereof, "Option Gain" shall mean the Fair Market Value of this Agreementa share of the Class A Common Stock on the date of exercise over the Option Price, a transfer multiplied by the number of shares purchased upon exercise of the Options. "Forfeiture Event" means the following: (i) conduct related to the Optionee's employment from for which either criminal or civil penalties may be sought, (ii) the commission of an act of fraud or intentional misrepresentation, (iii) embezzlement or misappropriation or conversion of assets or opportunities of the Company, (iv) any breach of the non-competition or non-solicitation provisions of the Key Employee Covenants, (v) disclosing or misusing any confidential or proprietary information of the Company to a subsidiary in violation of the Key Employee Covenants, or from a subsidiary to any other non-disclosure agreement with the Company or between subsidiaries shall not be deemed a termination other duty of employment. confidentiality or the Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, (bvi) If Restricted Shares are forfeited for any other material breach of the reasons stated Key Employee Covenants, or (vii) any other actions of Optionee that the Committee determines in paragraph 6(a) hereof, such forfeiture shall be effective upon good faith are harmful to the occurrence interests of the event giving rise to the forfeiture; providedCompany. The Committee, howeverin its sole discretion, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If may waive at any time in writing this forfeiture provision and release the Grantee forfeits any Restricted Shares pursuant to this AgreementOptionee from liability hereunder. In addition, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted SharesCommittee may, in accordance with this Agreementits sole discretion, shall be made elect to purchase any shares acquired upon exercise of the Option for the exercise price paid by the Compensation Committee Optionee, in lieu of enforcing payment of the Board (Option Gain with respect to any shares which have not been sold or otherwise transferred by the “Committee”), and all determinations of the Committee shall be final and conclusiveOptionee.

Forfeiture. (a) All Forfeiture of PSUs shall occur under the Grantee's rights tocircumstances set forth below. Upon any such forfeiture, under no circumstance will Company be obligated to make any payment to Employee, and interest in, the Restricted no Shares shall terminate and be issued, as a result of such forfeited PSUs. In addition to the forfeiture of all PSUs, upon forfeiture for “Cause” (as defined in Paragraph 3(i)) all Shares previously issued under this Agreement shall also be forfeited and transferred to Company as provided in Section 5. (i) Subject to the Company without payment other provisions of consideration this Section 3, all PSUs shall be forfeited if either (iA) Certification does not occur at the Grantee's employment by Committee Meeting, or (B) Employee ceases Employment during the Company and any subsidiary thereof terminates (orOriginal Delay Period, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, provided however, that Termination Without Cause after Certification but prior to a Scheduled Vesting Date shall not cause a forfeiture of the Grantee’s employment will not be deemed PSUs scheduled to have terminated for this purpose while the Grantee is Vest on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or such date. (ii) Notwithstanding any action prohibited by paragraph 5 hereof is taken. For purposes other provision of this Agreement, Cause shall result in forfeiture of the PSUs and all Shares issued pursuant thereto. Employee acknowledges and agrees that forfeiture for Cause can occur during any Original Delay Period or Extended Delay Period, prior or subsequent to any PSU Vesting or Share issuance and whether or not Employee is eligible for a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employmentRetirement. (biii) If Restricted Shares are forfeited Vesting occurs for any a portion of the reasons stated PSUs in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous connection with a Retirement before a Change in Control as provided in Paragraph 3(c), the remaining PSUs shall be deemed for purposes hereof immediately forfeited to have occurred immediately after such Change in ControlCompany as of the Scheduled Vesting Date following the end of the Performance Period. (civ) If at any time Vesting occurs for a portion of the Grantee forfeits any Restricted Shares pursuant to this AgreementPSUs in connection with a Retirement after a Change in Control as provided in Subparagraph 3(c)(ii)(C), the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, remaining PSUs shall be made by the Compensation Committee immediately forfeited as of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusiveChange in Control anniversary date on which pro rata Vesting occurred.

Forfeiture. (a) All the Grantee's rights to, and interest in, the Restricted Shares shall terminate and be forfeited to the Company without payment of consideration if either (i) the Grantee's employment Unless otherwise determined by the Company and any subsidiary thereof terminates (orCommittee, if the Grantee Employee's ---------- employment terminates and he or she thereafter is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave an employee of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under of its subsidiaries (a post-employment consulting arrangement"Termination"), and such Termination is for any reason other than due to death, permanent disability, or involuntary termination by the Company for reasons other than "Cause," the Restricted Stock as to which Restrictions have not lapsed at or before such Termination shall be forfeited at the time of such Termination. Accordingly, Employee's voluntary Termination or Termination by the Company for Cause will result in all shares of Restricted Stock which remain subject to Restrictions being immediately forfeited. In the event of Employee's Termination due to death or permanent disability, all Restrictions on the Restricted Stock shall lapse at the time of such Termination (iii.e., none of the Restricted Stock will be forfeited). In the event of ---- Employee's Termination due to involuntary termination by the Company for reasons other than "Cause," the Restrictions on those shares of Restricted Stock as to which Restrictions would have lapsed at the next anniversary of the Date of Grant will lapse on an accelerated basis at the time of such Termination (i.e., ---- if Termination is more than two (2) years after the Date of Grant, one additional tranche of the Restricted Stock will become non-forfeitable), and those shares of Restricted Stock as to which Restrictions have not lapsed at or before such Termination (i.e., any action prohibited by paragraph 5 hereof is takentranche as to which Restrictions would have ---- lapsed at an anniversary of the Date of Grant after the next anniversary date) shall be forfeited at the time of such Termination. For purposes of this Agreement, a transfer "Cause" shall mean Employee's chronic neglect, refusal or failure to fulfill his or her employment duties and responsibilities, other than for reasons of employment from sickness, accident or other similar causes beyond Employee's control. Such neglect, refusal or failure shall be determined in the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any sole and reasonable judgment of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence Committee. For purposes of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by existence of a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of"permanent disability" shall be determined by, or lapse of restrictions on, Restricted Shares, in accordance with this Agreementcriteria and standards adopted by, shall be made by the Compensation Committee of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusive.

Forfeiture. (a) All the Grantee's rights to, and interest in, the Restricted Shares shall terminate and be forfeited to the Company without payment of consideration if either (i) Subject to the Grantee's employment by other provisions of this Section 4, all remaining non-settled RSUs shall be forfeited if Awardee ceases to be an employee of the Company and prior to any subsidiary thereof terminates (orof the Settlement Dates. Upon any such forfeiture, if the Grantee is under no longer employed by circumstances will the Company but has become a consultant be obligated to the Company under a post-employment consulting arrangementmake any payment to Awardee, such consulting arrangement terminates) for any reason; providedand no shares of Common Stock shall be issued, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or result of such forfeited RSUs. (ii) Notwithstanding the foregoing, if Awardee ceases to be an employee of the Company by reason of Retirement prior to full settlement of the RSUs awarded hereunder, then the Awardee shall be entitled to settlement of any action prohibited non-settled RSUs according to the remaining Settlement Date schedule, and such settlement shall be made in accordance with Section 4(b). However, if, following a termination of employment by paragraph 5 hereof is taken. reason of Retirement, Awardee breaches any of the covenants set forth in Section 4(e) hereof, all remaining non-settled RSUs shall be forfeited pursuant to Section 4(c)(i) effective as of such breach. (iii) For purposes of this Agreement, a transfer “Retirement” means an Awardee’s termination of employment from for the express reason of retirement, as determined by the Committee in its sole discretion, for which Awardee has provided the Company at least 6 months’ prior notice and occurs (A) on or after age 55 and following a minimum number of years of employment with the Company such that Awardee’s age plus the number of years of employment with the Company equals or exceeds 72, or (B) on or after age 65. Unless otherwise determined by the Committee, Awardee must (1) have been actively employed as a full-time employee for an entire calendar year to receive credit for such year of employment for purposes of this definition of “Retirement” and (2) have been actively employed as a full-time employee for six months following the Date of Award to qualify as a “Retirement” for the purposes of this Agreement. If Awardee is not actively employed as a full-time employee for six months following the Date of Award, the Award will not be administered as subject to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to “Retirement” under this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusive.

Forfeiture. (a) All Forfeiture of PSUs shall occur under the Grantee's rights tocircumstances set forth below. Upon any such forfeiture, under no circumstance will Company be obligated to make any payment to Employee, and interest in, the Restricted no Shares shall terminate and be issued, as a result of such forfeited PSUs. In addition to the forfeiture of all PSUs, upon forfeiture for "Cause" (as defined in Paragraph 3(i)) all Shares previously issued under this Agreement shall also be forfeited and transferred to Company as provided in Section 5. (i) Subject to the Company without payment other provisions of consideration this Section 3, all PSUs shall be forfeited if either (iA) Certification does not occur at the Grantee's employment by Committee Meeting, or (B) Employee ceases Employment during the Company and any subsidiary thereof terminates (orOriginal Delay Period, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, provided however, that Termination Without Cause after Certification but prior to a Scheduled Vesting Date shall not cause a forfeiture of the Grantee’s employment will not be deemed PSUs scheduled to have terminated for this purpose while the Grantee is Vest on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or such date. (ii) Notwithstanding any action prohibited by paragraph 5 hereof is taken. For purposes other provision of this Agreement, Cause shall result in forfeiture of the PSUs and all Shares issued pursuant thereto. Employee acknowledges and agrees that forfeiture for Cause can occur during any Original Delay Period or Extended Delay Period, prior or subsequent to any PSU Vesting or Share issuance and whether or not Employee is eligible for a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employmentRetirement. (biii) If Restricted Shares are forfeited Vesting occurs for any a portion of the reasons stated PSUs in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous connection with a Retirement before a Change in Control as provided in Paragraph 3(c), the remaining PSUs shall be deemed for purposes hereof immediately forfeited to have occurred immediately after such Change in ControlCompany as of the Scheduled Vesting Date following the end of the Performance Period. (civ) If at any time Vesting occurs for a portion of the Grantee forfeits any Restricted Shares pursuant to this AgreementPSUs in connection with a Retirement after a Change in Control as provided in Subparagraph 3(c)(ii)(C), the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, remaining PSUs shall be made by the Compensation Committee immediately forfeited as of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusiveChange in Control anniversary date on which pro rata Vesting occurred.

Forfeiture. (ai) All Subject to Section 2.1(b)(ii) below, except as otherwise set forth in the Grantee's rights toPlan or this Agreement, and interest inunless the Administrator otherwise determines, in the event of Participant’s Termination of Service [as an Employee] for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited (after taking into consideration any accelerated vesting which may occur in connection with such Termination of Service, including pursuant to any applicable employment or other service agreement, if any). For the avoidance of doubt, Participant’s employment or other service during only a portion of a vesting period where a Termination of Service as [an Employee] occurs prior to a vesting date shall not entitle Participant to vest in a pro-rata portion of the RSUs with respect to such portion of the vesting period. (ii) In the event of Participant’s Termination of Service as an Employee for Cause, then to the greatest extent permitted by Applicable Law and except as otherwise determined by the Administrator, any then-outstanding RSUs (whether unvested or vested) which have not yet been paid to Participant in Shares pursuant to Section 2.2 below will immediately and automatically be cancelled and forfeited. (iii) In consideration of the grant of the RSUs hereunder, and as a material inducement for the Company to enter into this Agreement with Participant and to grant Participant the RSUs, Participant hereby acknowledges and agrees that, Participant has entered into and/or, at the Company’s request, shall enter into one or more agreements (in a form to be provided by the Company or any of its Subsidiaries) with the Company or any of its Subsidiaries setting forth confidentiality, non-disclosure, non-competition, non-solicitation and/or other restrictive covenants in favor of the Company and its Subsidiaries (the restrictive covenants set forth in any such agreement(s), collectively, the Restricted Shares “Restrictive Covenants”). In the event that Participant materially breaches any Restrictive Covenants, whether during Participant’s employment or during the one-year period after Participant’s Termination of Service as an Employee for any reason, then (x) Participant shall terminate and be forfeited required to return to the Company without payment all Shares received by Participant as a result of consideration if either (i) the Grantee's employment by vesting of the Company RSUs during the one-year period prior to such breach or any time after the occurrence of such breach, and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, payments in respect of Dividend Equivalents that accrued on such consulting arrangement terminates) for any reasonRSUs; provided, however, that to the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved extent that any such Shares were sold by the Company or while the Grantee is serving as a consultant Participant, Participant shall remit to the Company any proceeds realized on the sale of such Shares, whether such sale occurred during the one-year period prior to such breach or any subsidiary thereof time after the occurrence of such breach, and (y) notwithstanding any provision of this Agreement or any other agreement between the Company (or any of its Subsidiaries) and Participant, under a post-employment consulting arrangement, or no circumstances will any unvested RSUs vest following the Administrator’s determination that Participant has materially breached any Restrictive Covenants. (iiiv) any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer “Cause” means either (a) the definition of “Cause” contained in an effective, written service or employment from the Company to a subsidiary or from a subsidiary to agreement between Participant and the Company or between subsidiaries shall not be deemed a termination Subsidiary of employment. the Company; or (b) If Restricted Shares are forfeited for if no such agreement exists or such agreement does not define Cause, then Cause shall mean (i) Participant’s unauthorized use or disclosure of confidential information or trade secrets of the Company or any of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence its Subsidiaries or any material breach of any applicable policy of the event giving rise Company or its Subsidiaries or of a written agreement between Participant and the Company or any of its Subsidiaries, including without limitation a material breach of any employment, confidentiality, non-compete, non-solicit or similar agreement; (ii) Participant’s commission of, indictment for or the entry of a plea of guilty or nolo contendere by Participant to, a felony under the laws of the United States or any state thereof or any crime involving dishonesty or moral turpitude (or any similar crime in any jurisdiction outside the United States), whether or not related to Participant’s status as an Employee; (iii) Participant’s negligence or willful misconduct in the performance of Participant’s duties or Participant’s willful or repeated failure or refusal to substantially perform assigned duties; (iv) any act of fraud, embezzlement, material misappropriation, discrimination or harassment committed by Participant, whether or not related to Participant’s status as an Employee; (v) Participant’s conduct constituting a financial crime, material act of dishonesty or material unethical business conduct involving the Company or any of its Subsidiaries; (vi) Participant’s willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, whether or not related to Participant’s status as an Employee, after being instructed by the Company or any of its Subsidiaries to cooperate; (vii) Participant’s willful destruction of or willful failure to preserve documents or other material known to be relevant to any investigation referred to in clause (vi) above; (viii) any acts, omissions or statements by Participant which the Company determines are or would reasonably be expected to become materially detrimental or damaging to the forfeiture; providedimage, howeverreputation, that any termination operations, finances, prospects or business of the GranteeCompany or any of its Subsidiaries or Affiliates or executives, including but not limited to, commission of unlawful harassment or discrimination; or (ix) Participant’s employment simultaneous with a Change willful inducement of others to engage in Control shall be deemed for purposes hereof the conduct described in the foregoing clauses (i) – (viii) (in each case of the foregoing clauses (i), (ii), (iv), (v), (viii) or (ix), including prior to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares Participant’s status as an Employee to the Company duly endorsed in blank or accompanied extent not fully and accurately previously disclosed by a stock power duly executed in blank. (d) Determination as Participant to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee Company). The findings and decision of the Board (the “Committee”), and all determinations of the Committee shall Administrator with respect to any Cause determination will be final and conclusivebinding for all purposes.

Forfeiture. (a) All On the date of any Cessation (as defined below) of Grantee's rights to, and interest in, ’s employment (the “Termination Date”) before the Forfeiture Restrictions lapse with respect to any of the Restricted Shares in accordance with Section 3, all of the Restricted Shares that are then subject to the Forfeiture Restrictions (the “Unvested Restricted Shares”) shall terminate and then automatically be forfeited by Grantee and returned and delivered to the Company without payment any obligation of consideration if either the Company to pay any amount to Grantee or to any other person or entity and without any further action by Grantee. The “Cessation” of Grantee’s employment with the Company is any cessation of Grantee’s full-time employment with the Company and its Subsidiaries for any reason or under any circumstances, including because of Grantee’s death or Grantee’s disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code) as determined by the Committee, except for any (i) the Grantee's transfer of employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company between or while the Grantee is serving as a consultant to among the Company or any subsidiary thereof under a post-employment consulting arrangementof its Subsidiaries, or (ii) any action prohibited sick leave, military leave, or any other temporary personal leave of absence authorized by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employmentCompany. (b) If Restricted Shares are forfeited for In addition, if Grantee breaches any of the reasons stated in paragraph 6(a) hereofterms and conditions of this Agreement or the Plan, such forfeiture shall be effective upon the occurrence or any rules, regulations, policies, and procedures of the event giving rise Committee for this Agreement or the Plan, all of the Unvested Restricted Shares as of the date of such breach shall then automatically be forfeited by Grantee and returned and delivered to the forfeiture; provided, however, that Company without any termination obligation of the Company to pay any amount to Grantee or to any other person or entity and without any further action by Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time Grantee, by his acceptance of the Grantee forfeits any Restricted Shares pursuant to Stock Award granted under this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares irrevocably grants to the Company duly endorsed a power of attorney to transfer any and all Unvested Restricted Shares that are forfeited and agrees to execute any documents requested by the Company in blank connection with such forfeiture and transfer. Grantee shall have no further right to or accompanied by a stock power duly executed interest in blank. (d) Determination as to whether an event has occurred resulting in any Unvested Restricted Shares that are so forfeited and transferred. The Parties expressly agree that these provisions governing the forfeiture of, or lapse and transfer of restrictions on, the Unvested Restricted Shares, in accordance with this Agreement, Shares shall be made specifically enforceable by the Compensation Committee Company in a court of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusiveequity or law.

Forfeiture. (a) All Upon Cessation (as defined below) of Holder’s Service with the Grantee's rights to, and interest in, Company (the “Termination Date”) before all of the Restricted Shares become Vested Restricted Shares, all Unvested Restricted Shares as of the Termination Date shall, without further action of any kind by the Company or Holder, be forfeited. Unvested Restricted Shares that are forfeited shall terminate and be forfeited deemed to be immediately transferred to the Company without any payment of consideration if either (i) the Grantee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while action by Holder, and the Grantee Company shall have the full right to cancel any evidence of Holder’s ownership of such forfeited Unvested Restricted Shares and to take any other action necessary to demonstrate that Holder no longer owns such forfeited Unvested Restricted Shares automatically upon such forfeiture. Following such forfeiture, Holder shall have no further rights with respect to such forfeited Unvested Restricted Shares. The “Cessation” of Holder’s Service with the Company is serving as a consultant any cessation of Holder’s Service with the Company for any reason or under any circumstances other than due to Holder’s death or Disability, and except for any sick leave, military leave, or any other temporary personal leave of absence authorized by the Company. Notwithstanding anything to the Company or any subsidiary thereof under a post-employment consulting arrangement, or (ii) any action prohibited by paragraph 5 hereof is taken. For purposes of contrary in this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries Unvested Restricted Shares shall not be deemed a become Vested Restricted Shares upon Holder’s termination of employmentService due to death or Disability or upon a Change in Control of the Company, provided that Holder shall have been in continuous Service since the Award Date. (b) If Restricted Shares are forfeited for In addition, if Holder breaches any of the reasons stated in paragraph 6(a) hereofterms and conditions of this Agreement or the Plan, such forfeiture shall be effective upon the occurrence or any rules and regulations of the event giving rise Board for this Agreement or the Plan, all of the Unvested Restricted Shares as of the date of such breach shall then automatically be forfeited by Holder and returned and delivered to the forfeiture; provided, however, that Company without any termination obligation of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof Company to have occurred immediately after such Change in Controlpay any amount to Holder or to any other person or entity and without any further action by Holder. (c) If at any time Holder, by his acceptance of the Grantee forfeits any Restricted Shares pursuant to Share Award awarded under this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares irrevocably grants to the Company duly endorsed a power of attorney to transfer any and all Unvested Restricted Shares that are forfeited and agrees to execute any documents requested by the Company in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in connection with such forfeiture and transfer. The Parties expressly agree that these provisions governing the forfeiture of, or lapse and transfer of restrictions on, the Unvested Restricted Shares, in accordance with this Agreement, Shares shall be made specifically enforceable by the Compensation Committee Company in a court of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusiveequity or law.

Forfeiture. (a) All Subject to the Grantee's rights toCorporations Act, and interest inif payment of the amount demanded is not made in full in accordance with a notice given under rule 3.8, the Restricted Shares shall terminate and be forfeited to directors may by resolution forfeit any Security the Company without payment subject of consideration if either (i) the Grantee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or (ii) any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employmentnotice. (b) If Restricted Shares are A forfeiture of any Security under this rule 3.9 includes all dividends, interest and other amounts payable by the Company on the forfeited for any of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to Security and not actually paid before the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) The Board may accept the surrender of any Security which may be forfeited. If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreementdirectors accept the surrender, that Security will be treated as having been forfeited and may be sold, re-issued or otherwise disposed of in the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by same manner as a stock power duly executed in blankforfeited Security. (d) Determination as If any Security is forfeited, notice of forfeiture will be given to whether an event has occurred resulting the holder of that Security and the date and details of the forfeiture will be recorded in the forfeiture Register. Failure to do so will not invalidate the forfeiture. (e) Any forfeited Security is the property of the Company and the directors may sell, re-issue or otherwise dispose of any forfeited Security on terms and in such manner as determined by the directors. (f) At any time before any forfeited Security is sold or otherwise disposed of, the directors may cancel the forfeiture on terms determined by it. (g) On forfeiture of any Security, the holder of that Security ceases to be a holder and ceases to have any right as a holder in respect of that forfeited Security (including in respect of any dividend), but remains liable to pay the Company: (i) all amounts payable by the former holder to the Company at the date of forfeiture; (ii) any and all costs or lapse expenses incurred by the Company in respect of restrictions onthe forfeiture; and (iii) interest to accrue and to compound daily at a rate determined by the directors or, Restricted Sharesif no such rate is determined, at the Default Rate on those amounts from the date of forfeiture until payment of amounts and accrued interest in full. (h) The liability of a holder continues until: (i) the holder pays all those amounts and accrued interest in full; or (ii) the Company receives and applies as the net proceeds from the sale or other disposal of the forfeited Security an amount which is equal to or greater than all those amounts and accrued interest. (i) The Company may receive the net proceeds from the sale or other disposal of any forfeited Security and execute an instrument of transfer in respect of the forfeited Security. The Company must apply the net proceeds of any sale or other disposal of any forfeited Security in or towards satisfaction of: (i) firstly, costs and expenses paid or payable in connection with the enforcement of the forfeiture and the sale or other disposal of that Security; and (ii) secondly, all amounts due but unpaid and accrued interest on all those amounts. (j) The Company must pay the balance (if any) of the net proceeds of sale or other disposal to the person whose forfeited Security has been sold or otherwise disposed of. (k) The purchaser of any forfeited Security is entitled to assume that the proceeds of the sale or other disposal have been applied in accordance with this Agreement, shall be made Constitution and is not responsible for the application of the purchase money by the Compensation Committee Company. (l) The forfeiture of the Board (the “Committee”)a Security extinguishes all interest in, and all determinations of claims and demands against the Committee shall be final Company in respect of, the forfeited Security and conclusiveall other rights incidental to the Security, subject to this Constitution.

Forfeiture. Anything herein to the contrary notwithstanding, (a) All the Grantee's rights to, and interest in, the Restricted Shares all PRSUs that are not vested in accordance with section 2 shall terminate immediately and be forfeited to the Company without payment of consideration in their entirety if either and at such time as (i) the Grantee's employment by Recipient ceases to be an Employee, Outside Director or Consultant, as the Company case may be, or (ii) 24 months have passed immediately following a Sale Event (provided that, in the event the surviving or acquiring entity or the new entity resulting from a Sale Event substitutes a similar equity award for the PRSUs, such award will continue in accordance with its own terms and any subsidiary thereof terminates conditions), and (orb) all PRSUs, to the extent not theretofore settled in accordance 5 For example, if the Grantee is no longer employed Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the Vested Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the Vested Shares. 6 “Cause” means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the Recipient and the Company but has become or the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may have a consultant material and adverse effect on the business of the Company or Subsidiary or on the Recipient’s ability to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company under a post-employment consulting arrangementor Subsidiary, such consulting arrangement terminatesor (iv) for any reasonmaterial misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the GranteeRecipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. 7 A “Good Reason” means the occurrence of any of the following events: (i) a material adverse change in the functions, duties or responsibilities of the Recipient’s employment will not be deemed to have terminated for this purpose while the Grantee is on position (other than a leave of absence which has been approved termination by the Company or while Subsidiary) which would meaningfully reduce the Grantee level, importance or scope of such position (provided that, a change in the person, position and/or department to whom the Recipient is serving as required to report shall not by itself constitute a consultant to material adverse change in the Recipient’s position), (ii) the relocation of the Company or any subsidiary thereof under Subsidiary office at which the Recipient is principally located immediately prior to a post-employment consulting arrangementSale Event (the “Original Office”) to a new location outside of the metropolitan area of the Original Office or the failure to place the Recipient’s own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan area of the Original Office), or (iiiii) any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from material reduction in the Company Recipient’s base salary and incentive compensation opportunity as in effect immediately prior to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeitureSale Event; provided, however, that any termination that, within 90 days of the Grantee’s employment simultaneous with incident that provides the basis for a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this AgreementGood Reason termination, the Grantee agrees to return the certificate or certificates for such Restricted Shares to Recipient shall have provided the Company duly endorsed in blank or accompanied by Subsidiary a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in written notice specifically identifying what the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee of the Board (the “Committee”)Recipient believes constitutes a Good Reason, and all determinations of the Committee Company or Subsidiary shall be final and conclusive.have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. 4 | P a g e 01435\040\8330619.v3

Forfeiture. If the Optionee violates the Standards of Conduct contained in sections 4.1 through 4.5 of the current Company Employee Handbook attached hereto as Exhibit 3 (athe “Protective Policies”), any grant, exercise, payment, delivery or transfer made pursuant to this Agreement during the period of the breach, or during the two (2) All year period prior to the Grantee's rights tobreach, and interest inof the Protective Policies shall be rescinded. The Company shall notify the Optionee in writing of any such rescission within one (1) year of the date it acquires actual knowledge of such breach. Within ten (10) days after receiving such a notice from the Company, the Restricted Shares Optionee shall terminate and be forfeited pay to the Company without the amount of any gain realized or payment received as a result of consideration if the grant, exercise, payment, delivery or transfer pursuant to the Option. Such payment shall be made either (i) the Grantee's employment in cash or by returning to the Company the number of Shares that the Optionee received in connection with the rescinded grant, exercise, payment, delivery or transfer. The Company’s rights of rescission hereunder shall be in addition to any and all other remedies that may be available to the Company at law or in equity in such event, including, without limitation, the right to request any subsidiary thereof terminates (orcourt of competent jurisdiction to issue a decree of specific performance or issue a temporary and permanent injunction, without the necessity of the Company posting bond or furnishing other security and without proving special damages or irreparable injury, enjoining and restricting the breach, or threatened breach, of any such covenant. Further and notwithstanding anything herein or in the Plan or in any other agreement to the contrary, if the Grantee Optionee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or (ii) any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any an executive officer of the reasons stated Company, in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; providedof any accounting restatement resulting from material noncompliance with financial reporting requirements under federal securities laws, howeverany grant, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares exercise, payment, delivery or transfer made pursuant to this AgreementAgreement during the three year period preceding the date on which the Company is required to prepare an accounting restatement, the Grantee agrees to return the certificate or certificates for such Restricted Shares as may otherwise be mandated or modified under regulations promulgated pursuant to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street and Consumer Protection Act of restrictions on, Restricted Shares, in accordance with this Agreement2010, shall be rescinded and subject to clawback. Further, without limiting the foregoing, any grant, exercise, payment, delivery or transfer made by the Compensation Committee of the Board (the “Committee”)pursuant to this Agreement which is subject to recovery under any other law, and all determinations of the Committee shall government regulation, stock exchange listing requirement or Company policy will be final and conclusivesubject to such clawbacks or deductions as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or Company policy.

Forfeiture. (a) All Unless otherwise determined by the Grantee's rights toCommittee, and interest in, the Restricted Shares shall terminate and be forfeited to the Company without payment of consideration if either (i) the GranteeEmployee's employment by the Company terminates and any subsidiary thereof terminates (or, if the Grantee he or she thereafter is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave an employee of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under of its subsidiaries (a post-employment consulting arrangement"Termination"), and such Termination is for any reason other than due to death, permanent disability, or involuntary termination by the Company for reasons other than "Cause," the Restricted Stock as to which Restrictions have not lapsed at or before such Termination shall be forfeited at the time of such Termination. Accordingly, Employee's voluntary Termination or Termination by the Company for Cause will result in all shares of Restricted Stock which remain subject to Restrictions being immediately forfeited. In the event of Employee's Termination due to death or permanent disability, all Restrictions on the Restricted Stock shall lapse at the time of such Termination (iii.e., none of the Restricted Stock will be forfeited). In the event of Employee's Termination due to involuntary termination by the Company for reasons other than "Cause," the Restrictions on those shares of Restricted Stock as to which Restrictions would have lapsed at the next anniversary of the Date of Grant will lapse on an accelerated basis at the time of such Termination (i.e., one additional tranche of the Restricted Stock will become non-forfeitable), and those shares of Restricted Stock as to which Restrictions have not lapsed at or before such Termination (i.e., any tranche as to which Restrictions would have lapsed at an anniversary of the Date of Grant after the next anniversary date) any action prohibited by paragraph 5 hereof is takenshall be forfeited at the time of such Termination. For purposes of this Agreement, a transfer "Cause" shall mean Employee's chronic neglect, refusal or failure to fulfill his or her employment duties and responsibilities, other than for reasons of employment from sickness, accident or other similar causes beyond Employee's control. Such neglect, refusal or failure shall be determined in the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any sole and reasonable judgment of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence Committee. For purposes of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by existence of a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of"permanent disability" shall be determined by, or lapse of restrictions on, Restricted Shares, in accordance with this Agreementcriteria and standards adopted by, shall be made by the Compensation Committee of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusive.

Forfeiture. If at any time during the term of the Options granted pursuant to this Agreement a Forfeiture Event (aas defined below) All shall occur or be discovered, then all outstanding Options shall immediately terminate in full. If at any time during the Grantee's rights to, and interest in, Optionee’s employment or at any time following Optionee’s termination of employment until the Restricted Shares shall terminate and be forfeited to the Company without payment later of consideration if either (i) the Grantee's twelve-month anniversary of the date Optionee’s employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) terminated for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or (ii) the six-month anniversary of the date Optionee exercises Optionee’s last remaining Options, a Forfeiture Event occurs, then the Optionee shall pay to the Company an amount equal to the “Option Gain” on any action prohibited by paragraph 5 hereof is takenOptions exercised during the twelve-month period preceding such Forfeiture Event and any Options exercised following such Forfeiture Event. For purposes hereof, “Option Gain” shall mean the Fair Market Value of this Agreementa share of the Class A Common Stock on the date of exercise over the Option Price, a transfer multiplied by the number of shares purchased upon exercise of the Options. “Forfeiture Event” means the following: (i) conduct related to the Optionee’s employment from for which either criminal or civil penalties may be sought, (ii) the commission of an act of fraud or intentional misrepresentation, (iii) embezzlement or misappropriation or conversion of assets or opportunities of the Company, (iv) any breach of the non-competition or non-solicitation provisions of the Key Employee Covenants, (v) disclosing or misusing any confidential or proprietary information of the Company to a subsidiary in violation of the Key Employee Covenants, or from a subsidiary to any other non-disclosure agreement with the Company or between subsidiaries shall not be deemed a termination other duty of employment. confidentiality or the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, (bvi) If Restricted Shares are forfeited for any other material breach of the reasons stated Key Employee Covenants, or (vii) any other actions of Optionee that the Committee determines in paragraph 6(a) hereof, such forfeiture shall be effective upon good faith are harmful to the occurrence interests of the event giving rise Company. The Committee, in its sole discretion, may waive, at any time, in writing this forfeiture provision and release the Optionee from liability hereunder. In addition, the Committee may, in its sole discretion, elect to the forfeiture; provided, however, that purchase any termination shares acquired upon exercise of the Grantee’s employment simultaneous with a Change in Control shall be deemed Option for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made exercise price paid by the Compensation Committee Optionee in lieu of enforcing payment of the Board (Option Gain with respect to any shares which have not been sold or otherwise transferred by the “Committee”), and all determinations of the Committee shall be final and conclusiveOptionee.

Forfeiture. You will forfeit any unvested and unexercised portions of the Option upon either your resignation or the termination of your employment or Service relationship with the Company or Employer for any reason unless (ai) All you terminate due to death or Total and Permanent Disability, or (ii) your Employment Agreement in effect at the Grantee's rights totime at issue, if any, provides otherwise, in which case your Employment Agreement will govern the treatment of the Option upon such termination event. a. Unless your Employment Agreement in effect provides otherwise, in which case your Employment Agreement will control treatment of the Option on death, if you terminate due to death and subject to the expiration date of Section (1)(b), your Option will vest in accordance with Section (1)(e) and will remain exercisable for twelve (12) months after the date of your death, and interest in, the Restricted Shares shall terminate and any unexercised portions will be forfeited thereafter. b. Unless your Employment Agreement in effect provides otherwise, in which case your Employment Agreement will control treatment of the Option on disability, if you terminate due to your Total and Permanent Disability and subject to the expiration date of Section (1)(b), your Option will continue to vest in accordance with Section (1)(f) and remain exercisable for twelve (12) months after the date of your termination due to Total and Permanent Disability, or five (5) business days after the latest date that your Option becomes exercisable during those twelve (12) months, if later, and any unexercised portions will be forfeited thereafter. c. If you cease to be a “common law employee” of the Company or any of its Affiliates but you continue to provide bona fide Services (which shall not include any period of salary continuation commencing after termination due to your Employment Agreement (if applicable) or any Company severance plan) to the Company or any of its Affiliates following such cessation in a different capacity, including without payment limitation as a director, consultant or independent contractor, then a termination of consideration if either (i) the Grantee's your employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment or Service relationship will not be deemed to have terminated occurred for purposes of this purpose while Agreement upon such change in capacity. In the Grantee event that your employment or Service relationship is on with a leave business, trade or entity that, after the Date of absence which has been approved by Grant, ceases for any reason to be part of the Company or while the Grantee is serving as a consultant an Affiliate, your employment or Service relationship will be deemed to have terminated for purposes of this Agreement upon such cessation if your employment or Service relationship does not continue uninterrupted immediately thereafter with the Company or any subsidiary thereof under a post-employment consulting arrangement, or (ii) any action prohibited by paragraph 5 hereof is taken. For purposes an Affiliate of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employmentCompany. (b) If Restricted Shares are forfeited for any d. Unless your Employment Agreement defines “Cause” differently, in which case your Employment Agreement will control the treatment of the reasons stated Option, in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence case of the event giving rise to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control shall be deemed for purposes hereof to have occurred immediately after such Change in Control. (c) If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting constituting “Cause,” the term “Cause” shall have the meaning ascribed to such term in the forfeiture of, or lapse Glossary. The Option will be forfeited immediately upon your commission of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made any act constituting “Cause,” as determined by the Compensation Committee of the Board (the “Committee”), and all determinations of the Committee shall which determination will be final and conclusive.

Forfeiture. (a) All the Grantee's rights to, and interest in, The Grantee shall forfeit all of the Restricted Shares shall terminate Stock Units and be forfeited any right under this Agreement to receive Common Stock upon the occurrence any of the following events before the expiration of the Period of Restriction: · Termination of employment with the Company without payment of consideration if either (i) the Grantee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) or its subsidiaries for any reason; provided. Notwithstanding the foregoing, howeverno forfeiture shall occur if termination of employment with the Company is due to death, that Disability (as defined under the then established rules of the Company or any of its subsidiaries, as the case may be) or is pursuant to either Section 5(a) or (b) of Grantee’s Special Severance Agreement dated _______________ but without regard to the thirty-six (36) month period specified in Section 5(a) or 5(b) of such Special Severance Agreement. · Any attempt to sell, transfer, pledge, or assign the Restricted Stock Units or the right to receive the Common Stock issuable under the Restricted Stock Units in violation of this Agreement. If the Grantee’s employment will not be deemed to have is involuntary terminated for this purpose while under conditions in which the Grantee is on a leave of absence which has been approved qualifies for, elects to accept an employer severance benefit, if offered, and execute an agreement to release the Company in full against any and all claims as required by the Company arrangement or while plan providing the employer severance benefit or if the Grantee is serving retires (as a consultant to defined under the then established rules of the Company or any subsidiary thereof under a post-employment consulting arrangementof its subsidiaries, or (ii) any action prohibited by paragraph 5 hereof is taken. For purposes of as the case may be), the Restricted Stock Units in this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall Agreement will not be deemed a termination of employment. (b) If adjusted for performance in accordance with the provisions under the caption “Performance Adjusted Restricted Shares are Stock Units” above and will be forfeited for any and payable as follows, subject to Section 3.8 of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture; provided, however, that any termination of Plan: · If the Grantee’s employment simultaneous with terminates prior to a Change in Control shall be deemed for purposes hereof to have occurred immediately full year after such Change in Control. (c) If at any time the Grantee forfeits Date of Grant, all Restricted Stock Units and any Restricted Shares pursuant to this AgreementStock Units earned as Dividend Equivalents will be forfeited. · If the Grantee’s employment terminates a full year or more after the Date of Grant, the Grantee agrees will be entitled to return a prorated number Restricted Stock Units. The prorated number of Restricted Stock Units will be determined by multiplying the certificate or certificates for such number of shares initially awarded by the number of full months served after the date of grant, divided by thirty-six months. Additionally, the Grantee will be entitled to all Restricted Shares Stock Units earned as Dividend Equivalents on this Award, as of the date of termination. The remaining portion of Restricted Stock Units initially granted will be forfeited. The prorated portion will be issued as soon as practicable after the termination, subject to satisfying the applicable tax withholding requirements. Upon the occurrence of any of the above before the expiration of the Period of Restriction, the Restricted Stock Units shall be forfeited by the Grantee to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank. (d) Determination as to whether an event has occurred resulting and the Grantee’s interest in the forfeiture ofRestricted Stock Units and the Common Stock issuable under the Restricted Stock Units, or lapse of restrictions on, Restricted Shares, including the right to receive Dividend Equivalents (as defined below) shall terminate immediately in accordance with this Agreementthe foregoing, shall be made by unless such forfeiture is waived in the Compensation Committee sole discretion of the Board (the “Committee”), and all determinations of the Committee shall be final and conclusive.

Forfeiture. (a) All In the Grantee's rights to, and interest in, event that after the Restricted Shares shall terminate and be forfeited to the Company without payment of consideration if either (i) the Grantee's employment by the Company and any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or (ii) any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment. (b) If Restricted Shares are forfeited for any grant of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise Option but prior to the forfeiture; provided, however, that any termination of the Grantee’s employment simultaneous with a Change in Control (1) the Company issues a material restatement of an initial financial statement, and (2) the Participant engaged in intentional misconduct that caused or contributed to the need for such a restatement because of material noncompliance by the Company with applicable financial reporting requirements (a “Forfeiture Event”), the Participant, at the request of the Committee made within 90 days after the restatement, shall forfeit (and shall not be deemed for purposes hereof entitled to exercise) the portion of the Option, if any, which has not been exercised prior to the Committee's request. If all or any portion of the Option shall have occurred immediately been exercised prior to the Committee's request, the Participant, at the request of the Committee made within 90 days after such Change in Control. the restatement, shall forfeit those Shares, if any, purchased by the Participant upon the exercise of the Options that are owned by the Participant at the time of the initial financial statement that is subsequently restated (cthe “Forfeitable Shares”) If and promptly remit to the Company cash equal to the Net Dividends (as hereinafter defined) received by the Participant at any time on the Grantee forfeits any Restricted Forfeitable Shares. If the Forfeitable Shares pursuant to this Agreementare not owned by the Participant at the time of the Committee's request, the Grantee agrees to return the certificate or certificates for such Restricted Shares Participant shall promptly remit to the Company duly endorsed the “Net Proceeds” (as hereinafter defined) from any sale, after the issuance of an initial financial statement that is subsequently restated, of Forfeitable Shares in blank lieu of the Forfeitable Shares. “Net Dividends” or accompanied “Net Proceeds” shall mean dividends or proceeds, as the case may be net of taxes paid or payable by the Participant as a stock power duly executed result of the receipt of such dividends and the sale of such Shares in blank. (d) Determination as an amount reasonably determined by the Committee but including interest on the amount of cash repaid from the date of the receipt by Participant of such dividends or sale proceeds to whether an event has occurred resulting in the forfeiture ofdate of payment of such amount to the Company at a rate reasonably determined by the Committee. The Committee may, or lapse of restrictions onbut shall not be required by Participant to, Restricted Sharesreduce the forfeiture, return and/or payment obligations hereunder to the extent that the Committee, in accordance with this Agreementits sole and absolute discretion, shall be made deem appropriate. Nothing herein shall limit any other rights the Company shall have by the Compensation Committee law for misconduct of the Board (Participant that caused or contributed to the “Committee”), and all determinations of the Committee shall be final and conclusiveneed for such restatement.