Common use of Performance-Based Vesting Clause in Contracts

Performance-Based Vesting. Your Units will vest on the dates set forth above if the performance criteria set forth on Exhibit A are met, which criteria shall be consistent with one or more of the business criteria identified in Section 7(b) of the Plan. To the extent that such performance criteria are not satisfied by the end of a given performance period (with the results that no Units have been earned for that particular performance period), then the applicable portion of Units indicated above will be available to be earned in the next performance period, so long as the performance criteria are satisfied prior to the end of the final performance period (the “Final Performance Date”). To the extent that the performance goals stated above are not satisfied on or before the Final Performance Date, then the Units will be forfeited to the Company, effective as of the date following the Final Performance Date. The Compensation Committee of the Board of Directors has final authority to determine whether performance criteria have been met and whether any Units have vested for a particular performance period. Your Units are not transferable by you. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Company, and their subsidiaries and affiliates are collectively referred to as the “Employer Group.”

Performance-Based Vesting. Your Units will vest on Subject to the dates provisions set forth above below, the Performance Option shall vest and become exercisable as follows: 20% of the Performance Option shall vest and become exercisable on June 30 of each year beginning on June 30, 2012 and ending on June 30, 2016 if, in each case, on such date (or, if the performance criteria set forth on Exhibit A are metaudited financial statements for the Company have not been finalized by such date, which criteria shall be consistent with one or more of the business criteria identified in Section 7(b) of the Plan. To the extent that such performance criteria are not satisfied by the end of a given performance period (with the results that no Units have been earned for that particular performance periodwithin 30 days thereafter), then the applicable portion Administrator determines that the following conditions are met as of Units indicated above will be available to be earned in the next performance period, so long as the performance criteria are satisfied prior to the end of the final performance period immediately preceding Fiscal Year (each such Fiscal Year through Fiscal Year 2017, an “Applicable Year” and, such vesting, the “Final Yearly Performance DateBased Vesting”): (i) If EBITDA for the Applicable Year equals or exceeds the EBITDA Target for the Applicable Year, then 65% of such installment (consisting of 13% of the Performance Option) shall become vested and exercisable (“EBITDA Vesting”) and if EBITDA for the Applicable Year is less than 90% of the EBITDA Target for the Applicable Year, then 65% of such installment (consisting of 13% of the Performance Option) shall terminate and shall not become exercisable; and (ii) If the Cumulative Cash Flow for the Applicable Year equals or exceeds the Cumulative Cash Flow Target for such Applicable Year, then the remaining 35% of such installment (consisting of 7% of the Performance Option) shall become vested and exercisable (“Cumulative Cash Flow Vesting”). To In addition, if the extent Cumulative Cash Flow for an Applicable Year equals or exceeds the Cumulative Cash Flow Target for such Applicable Year, any portion of the Performance Option subject to Cumulative Cash Flow Vesting that did not vest and become exercisable with respect to a prior Applicable Year shall become vested and exercisable on the performance goals stated above are June 30 following such Applicable Year for which the Cumulative Cash Flow Target is achieved. Any Performance Option subject to Cumulative Cash Flow Vesting that has not satisfied on or before the Final Performance Date, then the Units will be forfeited to the Company, effective vested as of the date following the Final Performance Date. The Compensation Committee of the Board of Directors has final authority to determine whether performance criteria have been met June 30, 2016 shall terminate and whether any Units have vested for a particular performance period. Your Units are shall not transferable by you. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Company, and their subsidiaries and affiliates are collectively referred to as the “Employer Groupbecome exercisable.”

Performance-Based Vesting. Your In addition to the service-based vesting conditions set forth in Section 2(a), the Award AOLTIP Units will vest are subject to performance-based vesting conditions during the period from the Grant Date through the Mandatory Conversion Date. To satisfy the performance-based vesting conditions, the Common Stock Price must equal or exceed the AOLTIP Unit Participation Threshold by the amounts set forth in the table below constituting Threshold, Target and Maximum performance as of any date during the period commencing on the dates Grant Date and ending on the Mandatory Conversion Date. The percentage of Award AOLTIP Units that shall have satisfied the performance-based vesting conditions and, subject to satisfaction of the service-based vesting conditions set forth above if the performance criteria set forth on Exhibit A are metin Section 2(a) above, which criteria shall will be consistent with one or more eligible to be converted into common units of the business criteria identified in Section 7(b) of the Plan. To the extent that such performance criteria are not satisfied by the end of a given performance period (with the results that no Units have been earned for that particular performance period), then the applicable portion of Units indicated above will be available to be earned in the next performance period, so long as the performance criteria are satisfied prior to the end of the final performance period Partnership (the “Final Performance DateAward Common Units”). To ) in accordance with the extent that terms of the performance goals stated above are not satisfied on or before the Final Performance Date, then the Units will LP Agreement shall be forfeited equal to the Companycorresponding percentage set forth in the table below, effective as of the date following the Final Performance Datesubject to linear interpolation for performance between such performance levels. The Compensation Committee of the Board of Directors Once any performance hurdle has final authority been achieved, including by linear interpolation, such hurdle shall be deemed to determine whether performance criteria have been met and whether any Units have vested achieved for a particular performance period. Your Units are not transferable by you. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries, if any) all purposes under this Agreement are not subject and the corresponding number of AOLTIP Units that have been deemed to satisfy the claims of your creditors and may performance-based vesting conditions under this Agreement shall not be voluntarily reduced. Unless and until both the service-based vesting conditions and performance-based vesting conditions set forth in Section 2(a) and (b), respectively, above have been satisfied with respect to an Award AOLTIP Unit, the Participant (or involuntarily soldhis or her successors, transferredheirs, alienatedassigns or personal representatives, assignedas applicable) will not have the right to convert such Award AOLTIP Unit into Award Common Units in accordance with the terms of the LP Agreement. If the performance-based vesting conditions have not been satisfied with respect to any Award AOLTIP Units on the Mandatory Conversion Date, pledgedsuch Award AOLTIP Unit, anticipatedwhether the service-based vesting condition has been satisfied or not, or encumbered. Any attempt to sellshall, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose without payment of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise consideration by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other generalPartnership, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Companybe forfeited and be and become null and void, and their subsidiaries and affiliates are collectively referred to as neither the “Employer GroupParticipant nor any of his or her successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Award AOLTIP Unit.”

Performance-Based Vesting. Your Units will vest Subject to the provisions of Sections 3(b) through 3(f) hereof, the PSUs subject to this grant shall become performance vested based on the dates set forth above if Company’s total shareholder return, or “TSR” (as defined in Exhibit A hereto) for the performance criteria set forth period beginning on January 1, 2023 and ending December 31, 2025 (the “Performance Period”), expressed as a percentile ranking (the “TSR Ranking”) as compared to the TSR for the Performance Period of each of the companies in the “Peer Group” (as defined in Exhibit A are methereto), which criteria shall be consistent in accordance with one the following schedule, provided that (subject to the provisions of Sections 3(c) through 3(f) hereof), the Participant remains employed with the Company or more its Affiliates through the end of the business criteria identified in Section 7(b) of the Plan. Performance Period: To the extent that such actual TSR Ranking for the Performance Period hereunder is between any two levels provided in the table above, the number of PSUs to become performance criteria are vested hereunder shall be determined on a pro rata basis using straight line interpolation; provided that no PSUs shall become vested if the actual TSR Ranking for the Performance Period is less than the Threshold level of performance set forth in the schedule above; and provided, further, that the maximum number of PSUs that may become vested shall not satisfied by exceed the end number of PSUs set forth in the schedule above corresponding to the Maximum level of performance. In addition, the maximum number of PSUs that may become vested shall not exceed the number of PSUs set forth in the schedule above corresponding to performance at the 75th percentile of the Peer Group above if the absolute TSR of the Company is below zero. Notwithstanding the foregoing, in the event that a given Change in Control occurs prior to the last day of the Performance Period, the number of PSUs that will become performance period (vested hereunder will equal the number of PSUs that would have become performance vested in accordance with the results schedule above based on (i) actual performance measured as of the date of such Change in Control (assuming for such purpose that no Units have been earned for that particular such Change in Control had occurred on the last day of the Performance Period) or (ii) the Target level of performance period), then the applicable portion of Units indicated above will be available to be earned set forth in the next performance periodschedule above, so long as whichever is greater. Following such Change in Control, the performance criteria are satisfied prior to number of PSUs determined in accordance with the immediately preceding sentence will vest (x) on the last day of the Performance Period, if the Participant remains employed with the Company or its Affiliates through the end of the final performance period (the “Final Performance Date”). To the extent that the performance goals stated above are not satisfied on or before the Final Performance Date, then the Units will be forfeited to the Company, effective as of the date following the Final Performance Date. The Compensation Committee of the Board of Directors has final authority to determine whether performance criteria have been met and whether any Units have vested for a particular performance period. Your Units are not transferable by you. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipatedPeriod, or encumbered(y) if applicable, in accordance with the provisions of Sections 3(b) and 3(c) hereof. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Company, and their subsidiaries and affiliates are collectively referred to as the “Employer Group.”ny-1360584 v3

Performance-Based Vesting. Your Units Non-vested Shares not previously forfeited will vest on become vested in accordance with the dates performance matrix set forth above if in Schedule A annexed hereto. Years 1 through 6 shall refer to six successive fiscal years of LST, and Year 1 shall refer to the performance criteria set forth on Exhibit A are metfiscal year of LST which includes the Date of Grant. For the purposes of Schedule A, which criteria shall be consistent with one or more of the business criteria identified in Section 7(b“Year 1 Objective” is a goal (an “IBT Goal”) of the Plan. To the extent that such performance criteria are not satisfied approved by the end Human Resources Committee of a given performance period (with the results that no Units have been earned for that particular performance period), then the applicable portion of Units indicated above will be available to be earned in the next performance period, so long as the performance criteria are satisfied prior to the end of the final performance period LST (the “Final Performance DateHuman Resources Committee”) with respect to the IBT of LST, which IBT Goal relates to Year 1; the “Year 2 Objective” is the IBT Goal for Year 2; the “Year 3 Objective” is the IBT Goal for Year 3; the “Year 1 Objective Shortfall” is the excess, if any, of the Year 1 Objective over LST’s IBT for Year 1; and the “Year 2 Objective Shortfall” is the excess, if any, of the Year 2 Objective over LST’s IBT for Year 2. If any Shares become vested under Rows I or J of Schedule A, then Rows C and G shall become inapplicable. If any Shares become vested under Rows K or L of Schedule A, then Rows D and F shall become inapplicable. If any Shares become vested under this Section 5, then Section 4 shall cease to apply and future vesting, if any, will be determined under this Section 5 (subject to acceleration under the second and third sentences of Section 4 above). To Determinations as to whether the extent that Year 1 Objective, Year 2 Objective or Year 3 Objective has been achieved, whether the performance goals stated above are not satisfied Year 2 IBT equals or exceeds the sum of the Year 2 Objective and the Year 1 Objective Shortfall or whether the Year 3 IBT equals or exceeds the sum of the Year 3 Objective and the Year 2 Objective Shortfall, shall be made by the Human Resources Committee based on or before audited financial statements for the Final Performance Date, then the Units will be forfeited to the Company, appropriate year. Any vesting of Shares for a particular year shall become effective as of the date following the Final Performance Date. The Compensation Committee of the Board of Directors has final authority to determine whether performance criteria have been met and whether any Units have vested for a particular performance period. Your Units are not transferable by you. Except as may be required by federal income tax withholding provisions or applicable determination by the tax laws Human Resources Committee. Any decision of the Human Resources Committee as to any state, your interests (and the interests of your beneficiaries, if any) under this Agreement are not subject question with respect to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable Shares granted hereunder shall be void. Your Units represent an unsecured promise by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Company, final and their subsidiaries and affiliates are collectively referred to as the “Employer Groupconclusive on all persons.”

Performance-Based Vesting. Your (a) The performance-based vesting criteria applicable to the Award LP Units will vest on the dates set forth above if the performance criteria are set forth on Exhibit A are met, which criteria shall be consistent with one or more Appendix B hereto. (b) Unless all of the business criteria identified Award LP Units have previously been forfeited pursuant to Section 3 hereof in Section 7(b) connection with the Termination of Service of the Plan. To Participant prior to the extent that such performance Valuation Date, as soon as practicable following the Valuation Date, the Committee shall determine the level of achievement of the performance-based vesting criteria are not satisfied by applicable to the end of a given performance period Award LP Units (with the results that no Units have been earned for that particular performance period), then the applicable portion of Units indicated above will be available date such determination is made being referred to be earned in the next performance period, so long herein as the performance criteria are satisfied “Determination Date”) and, based on such level of achievement, shall make the following determinations: (i) the number of Performance LP Units earned by the Participant (“Earned Performance LP Units”); (ii) the amount of the excess, if any, of (A) the cash distributions (other than those resulting in an adjustment to this Award or the Award LP Units pursuant to Section 5 hereof or otherwise) with a record date on or after the first day of the Performance Period and prior to the end Determination Date that would have been received by the Participant with respect to the Earned Performance LP Units if they had been outstanding on each of such record dates with a Special LP Unit Sharing Percentage equal to one hundred percent (100%) above (B) the cash distributions actually received or to be received by the Participant with respect to the Award LP Units pursuant to distributions with a record date on or after the first day of the final performance period (the “Final Performance Date”). To the extent that the performance goals stated above are not satisfied on or before the Final Performance Date, then the Units will be forfeited Period and prior to the Company, effective as of the date following the Final Performance Date. The Compensation Committee of the Board of Directors has final authority to determine whether performance criteria have been met and whether any Units have vested for a particular performance period. Your Units are not transferable by you. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests Determination Date (and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Company, and their subsidiaries and affiliates are collectively such excess amount being referred to as the “Accumulated Distributions”); and (iii) the number of LP Units that would have accumulated (“Earned Distribution LP Units”) if the Participant had received, with respect to each distribution with a record date on or after the first day of the Performance Period and prior to the Determination Date, a number of LP Units equal to (A) the portion of the Accumulated Distributions attributable to such distribution divided by (B) an amount equal to (I) the Fair Market Value on the trading day immediately preceding the ex-dividend date for the dividend on the Stock corresponding to such distribution less (II) the amount of such dividend. (c) The Company and the Partnership will have the discretion, as of the Determination Date, to either (i) cause the Employer GroupEntity to pay to the Participant the amount of the Accumulated Distributions in cash, which payment shall be made promptly after the Determination Date, but in no event later than seventy-four (74) days after the Valuation Date (or the date deemed to be the Valuation Date), or (ii) cause the Earned Distribution LP Units to be earned by the Participant. The aggregate number of Award LP Units earned by the Participant (“Earned LP Units”) shall equal the sum of (i) the Earned Performance LP Units plus (ii) to the extent the Accumulated Distributions are not paid in cash in accordance with the foregoing, the Earned Distribution LP Units. If the number of Earned LP Units is smaller than the number of Award LP Units previously issued to the Participant, then the Participant, as of the Determination Date, shall forfeit a number of Award LP Units equal to the difference without payment of any consideration by the Partnership and neither the Participant nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LP Units that were so forfeited. If the number of Earned LP Units is greater than the number of Award LP Units previously issued to the Participant, then: (A) the Company shall cause the Partnership to issue to the Participant, as of the Determination Date, a number of additional LP Units equal to the difference; (B) such additional LP Units shall be added to the Award LP Units previously issued, if any, and thereby become part of this Award; (C) the Company and the Partnership shall take such corporate and partnership action as is necessary to accomplish the grant of such additional LP Units; and (D) thereafter the term Award LP Units will refer collectively to the Award LP Units, if any, issued prior to such additional grant plus such additional LP Units; provided that such issuance will be subject to the Participant executing and delivering such documents, comparable to the documents executed and delivered in connection with this Award Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. If the number of Earned LP Units is the same as the number of Award LP Units previously issued to the Participant, then there will be no change to the number of Award LP Units under this Award pursuant to this Section 2.” (d) Earned LP Units shall vest or be vested based on the service-based vesting requirements set forth in Section 3 hereof. (e) All calculations, valuations and determinations regarding the level of achievement of the performance-based criteria or other pursuant to this Section 2 shall be made by the Committee in its sole discretion and shall be final and binding on all persons.

Performance-Based Vesting. Your Units Non-vested Shares not previously forfeited will vest on become vested in accordance with the dates performance matrix set forth above if in Schedule A annexed hereto. Years 1 through 7 shall refer to seven successive fiscal years of LST, and Year 1 shall refer to the performance criteria set forth on Exhibit A are metfiscal year of LST which includes the Date of Grant. For the purposes of Schedule A, which criteria shall be consistent with one or more of the business criteria identified in Section 7(b“Year 1 Objective” is a goal (an “IBT Goal”) of the Plan. To the extent that such performance criteria are not satisfied approved by the end Human Resources Committee of a given performance period (with the results that no Units have been earned for that particular performance period), then the applicable portion of Units indicated above will be available to be earned in the next performance period, so long as the performance criteria are satisfied prior to the end of the final performance period LST (the “Final Performance DateHuman Resources Committee”) with respect to the income before taxes (“IBT”) of LST, which IBT Goal relates to Year 1; the “Year 2 Objective” is the IBT Goal for Year 2; the “Year 3 Objective” is the IBT Goal for Year 3; the “Year 1 Objective Shortfall” is the excess, if any, of the Year 1 Objective over LST’s IBT for Year 1; and the “Year 2 Objective Shortfall” is the excess, if any, of the Year 2 Objective over LST’s IBT for Year 2. If any Shares become vested under Rows I or J of Schedule A, then Rows C and G shall become inapplicable. If any Shares become vested under Rows K or L of Schedule A, then Rows D and F shall become inapplicable. If any Shares become vested under this Section 5, then Section 4 shall cease to apply and future vesting, if any, will be determined under this Section 5 (subject to acceleration under the second and third sentences of Section 4 above). To Determinations as to whether the extent that Year 1 Objective, Year 2 Objective or Year 3 Objective has been achieved, whether the performance goals stated above are not satisfied Year 2 IBT equals or exceeds the sum of the Year 2 Objective and the Year 1 Objective Shortfall or whether the Year 3 IBT equals or exceeds the sum of the Year 3 Objective and the Year 2 Objective Shortfall, shall be made by the Human Resources Committee based on or before audited financial statements for the Final Performance Date, then the Units will be forfeited to the Company, appropriate year. Any vesting of Shares for a particular year shall become effective as of the date following the Final Performance Date. The Compensation Committee of the Board of Directors has final authority to determine whether performance criteria have been met and whether any Units have vested for a particular performance period. Your Units are not transferable by you. Except as may be required by federal income tax withholding provisions or applicable determination by the tax laws Human Resources Committee. Any decision of the Human Resources Committee as to any state, your interests (and the interests of your beneficiaries, if any) under this Agreement are not subject question with respect to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable Shares granted hereunder shall be void. Your Units represent an unsecured promise by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Company, final and their subsidiaries and affiliates are collectively referred to as the “Employer Groupconclusive on all persons.”

Performance-Based Vesting. Your (a) Appendix A attached hereto and incorporated herein by this reference sets forth the Performance Period, the target performance levels for each Performance Goal in each year of the Performance Period (“Performance Year”) and the number of Units allocated to each Performance Goal in each Performance Year. (b) The Units shall vest based on the extent to which each Performance Goal in each Performance Year set forth in Appendix A is achieved or exceeded, subject to the following provisions which shall be determined separately for each Performance Goal identified on Appendix A (in each case rounded if necessary to the nearest whole number of Units): (i) If for a Performance Year and Performance Goal, actual results divided by the applicable target level of performance for the Performance Goal (the percentage thus derived to be called “Actual Performance”) is equal to or greater than the threshold level of performance as shown on the performance scale on Appendix A (“Threshold Performance”) but less than the superior level of performance shown on the performance scale (“Superior Performance”) , the percentage of Units allocated to that Performance Year that vest will be equal to the value on the vesting scale provided on Appendix A that corresponds to Actual Performance on the performance scale. The percentage vested will be interpolated from the corresponding values on the vesting scale provided on Appendix A if Actual Performance is between specific values on the performance scale. (ii) If for a Performance Year and Performance Goal, Actual Performance is less than Threshold Performance as shown in Appendix A, the Grantee will not earn any vested interest in Units allocated for award in such Performance Year with respect to the applicable Performance Goal. (iii) If Actual Performance is less than Superior Performance with respect to any applicable Performance Goal in any Performance Year, except for the final Performance Year, Grantee will have the opportunity to earn the unvested Units in future Performance Years (“Carryover Units”). The number of Units that would have vested if Actual Performance had equaled Superior Performance, less the actual number of Units vested in the Performance Year plus any Carryover Units from prior periods, shall be available for this purpose. The possible vesting of Carryover Units in any Performance Year for a Performance Goal will be based upon comparing the actual cumulative vesting-to-date through the Performance Year being measured with the number of Units that would have vested based on Actual Performance calculated on a cumulative basis, using the methodologies of paragraph (i) above on a cumulative basis. The number of Carryover Units that will vest will equal the number of Units that would have vested based on such calculations, less the cumulative number of Units vested (before this calculation) from the first Performance Year through the Performance Year being measured. In no case will the Units that vest pursuant to this paragraph exceed the number of Carryover Units available for the Performance Goal for the Performance Year being measured nor will the Units be less than zero. Unvested Carryover Units will vest remain available for vesting in future Performance Years. (iv) If Actual Performance is greater than Superior Performance, vesting with respect to the Applicable Performance Goal will equal the maximum vesting amount provided on the dates set forth above if the performance criteria set forth on Exhibit Appendix A are met, which criteria shall be consistent with one or more of the business criteria identified in Section 7(b) of the Plan. To the extent that such performance criteria are not satisfied by the end of a given performance period (with the results that no Units have been earned for that particular performance period), then the applicable portion Performance Goal. (c) The Units shall vest as of Units indicated above will be available to be earned in the next performance period, so long as the performance criteria are satisfied prior to the end of the final performance period (applicable Performance Period in which the “Final applicable Performance Date”). To Goals are satisfied, subject to certification by the extent that Committee whether the performance goals stated above are not satisfied on or before the Final applicable Performance Date, then the Units will be forfeited to the Company, effective as of the date following the Final Performance Date. The Compensation Committee of the Board of Directors has final authority to determine whether performance criteria Goals have been met and whether any Units have vested for a particular performance period. Your Units are not transferable by you. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests (achieved and the interests number of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise by the Company to issue shares of Common Stock to you vested in the future. Your rights to your Units are no greater than that of other general, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Company, and their subsidiaries and affiliates are collectively referred to as the “Employer GroupPerformance Period.”

Performance-Based Vesting. Your Units will vest on Subject to the dates provisions set forth above below, the Performance Option shall vest and become exercisable as follows: 20% of the Performance Option shall vest and become exercisable on June 30 of each year beginning on June 30, 20_____ and ending on June 30, 20_____ if, in each case, on such date (or, if the performance criteria set forth on Exhibit A are metaudited financial statements for the Company have not been finalized by such date, which criteria shall be consistent with one or more of the business criteria identified in Section 7(b) of the Plan. To the extent that such performance criteria are not satisfied by the end of a given performance period (with the results that no Units have been earned for that particular performance periodwithin 30 days thereafter), then the applicable portion Administrator determines that the following conditions are met as of Units indicated above will be available to be earned in the next performance period, so long as the performance criteria are satisfied prior to the end of the final performance period immediately preceding Fiscal Year (each such Fiscal Year through Fiscal Year 20_____, an “Applicable Year” and, such vesting, the “Final Yearly Performance DateBased Vesting”): (i) If EBITDA for the Applicable Year equals or exceeds the EBITDA Target for the Applicable Year, then 65% of such installment (consisting of 13% of the Performance Option) shall become vested and exercisable (“EBITDA Vesting”) and if the EBITDA for the Applicable Year is less than 90% of the EBITDA Target for the Applicable Year, then 65% of such installment (consisting of 13% of the Performance Option) shall terminate and shall not become exercisable; and (ii) If the Cumulative Cash Flow for the Applicable Year equals or exceeds the Cumulative Cash Flow Target for such Applicable Year, then the remaining 35% of such installment (consisting of 7% of the Performance Option) shall become vested and exercisable (“Cumulative Cash Flow Vesting”). To In addition, if the extent Cumulative Cash Flow for an Applicable Year equals or exceeds the Cumulative Cash Flow Target for such Applicable Year, any portion of the Performance Option subject to Cumulative Cash Flow Vesting that did not vest and become exercisable with respect to a prior Applicable Year shall become vested and exercisable on the performance goals stated above are June 30 following such Applicable Year for which the Cumulative Cash Flow Target is achieved. Any Performance Option subject to Cumulative Cash Flow Vesting that has not satisfied on or before the Final Performance Date, then the Units will be forfeited to the Company, effective vested as of the date following the Final Performance Date. The Compensation Committee of the Board of Directors has final authority to determine whether performance criteria have been met June 30, 20_____ shall terminate and whether any Units have vested for a particular performance period. Your Units are shall not transferable by you. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Company, and their subsidiaries and affiliates are collectively referred to as the “Employer Groupbecome exercisable.”

Performance-Based Vesting. Your Units will vest Subject to the provisions of Sections 3(b) through 3(d) hereof, one-third of the PSUs subject to this grant (each such third, a “Tranche”) shall become performance vested based on the dates set forth above if level of achievement of the Performance Goal (as defined in Exhibit A hereto) for the applicable performance criteria period set forth on Exhibit A are methereto (each, which criteria shall be consistent with one or more of the business criteria identified a “Performance Period”), in Section 7(b) of the Plan. To the extent that such performance criteria are not satisfied by the end of a given performance period (accordance with the results schedule below and Exhibit A hereto, provided that no Units have been earned for that particular performance period(subject to the provisions of Sections 3(c) and 3(d) hereof), then the applicable portion of Units indicated above will be available to be earned in Participant remains employed with the next performance period, so long as the performance criteria are satisfied prior to Company or its Affiliates through the end of the final performance period (the “Final third Performance Date”). Period: To the extent that the actual level of achievement of the Performance Goal for a Performance Period hereunder is between any two levels provided in the table above, the number of PSUs to become performance goals stated vested with respect to the corresponding Tranche shall be determined on a pro rata basis using straight line interpolation; provided that no PSUs shall become vested with respect to a Tranche if the actual level of achievement of the Performance Goal for the corresponding Performance Period is less than the Threshold level of performance set forth in the schedule above; and provided, further, that the maximum number of PSUs that may become vested with respect to a Tranche shall not exceed the number of PSUs set forth in the schedule above are not satisfied corresponding to the Maximum level of performance set forth in the schedule above. Notwithstanding the foregoing, in the event that a Change in Control occurs prior to the last day of the third Performance Period, the number of PSUs that will become performance vested hereunder will be determined in accordance with this paragraph. For any Performance Period that ends on or before prior to the Final Performance Datedate on which such Change in Control occurs, then the Units number of PSUs that will become performance vested with respect to the corresponding Tranche will be forfeited determined in accordance with the schedule above based on the actual level of achievement of the corresponding Performance Goal. For any Performance Period that is in effect on the date on which such Change in Control occurs, the number of PSUs that will become performance vested with respect to the Company, effective corresponding Tranche will equal the number of PSUs that would have become performance vested in accordance with the schedule above based on (i) the actual level of achievement of the corresponding Performance Goal as of the date following of such Change in Control (assuming for such purpose that such Change in Control had occurred on the Final Performance Date. The Compensation Committee last day of the Board Performance Period)] or (ii) the Target level of Directors has final authority performance set forth in the schedule above, whichever is greater. For any Performance Period that was scheduled to determine whether commence after the date on which such Change in Control occurs, the number of PSUs that will become performance criteria vested with respect to the corresponding Tranche will equal the number of PSUs that would have been met and whether any Units have become performance vested for a particular in accordance with the schedule above based on the Target level of performance periodset forth in the schedule above. Your Units are not transferable by you. Except as may be required by federal income tax withholding provisions or by Following such Change in Control, the tax laws number of any state, your interests PSUs determined in accordance with the immediately preceding sentence will vest (and x) on the interests last day of your beneficiariesthe Performance Period, if any) under this Agreement are not subject to the claims Participant remains employed with the Company or its Affiliates through the end of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipatedthe third Performance Period, or encumbered. Any attempt to sell(y) if applicable, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose in accordance with the provisions of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Company, Sections 3(b) and their subsidiaries and affiliates are collectively referred to as the “Employer Group3(c) hereof.”

Performance-Based Vesting. Your (a) The performance-based vesting criteria applicable to the Award LTIP Units will vest on the dates set forth above if the performance criteria are set forth on Exhibit A are met, which criteria shall be consistent with one or more Appendix B hereto. (b) Unless all of the business criteria identified Award LTIP Units have previously been forfeited pursuant to Section 3 hereof in Section 7(b) connection with the Termination of Service of the Plan. To Grantee prior to the extent that such performance Valuation Date, as soon as practicable following the Valuation Date, the Committee shall determine the level of achievement of the performance-based vesting criteria are not satisfied by applicable to the end of a given performance period Award LTIP Units (with the results that no Units have been earned for that particular performance period), then the applicable portion of Units indicated above will be available date such determination is made being referred to be earned in the next performance period, so long herein as the performance criteria are satisfied “Determination Date”) and, based on such level of achievement, shall make the following determinations: (i) the number of Performance LTIP Units earned by the Grantee (the “Earned Performance LTIP Units”); (ii) the amount of the excess, if any, of (A) the cash distributions (other than those resulting in an adjustment to this Award or the Award LTIP Units pursuant to Section 5 hereof or otherwise) with a record date on or after the first day of the Performance Period and prior to the end Determination Date that would have been received by the Grantee with respect to the Earned Performance LTIP Units if they had been outstanding on each of such record dates with a Special LTIP Unit Sharing Percentage (as defined in the Partnership Agreement) equal to 100% above (B) the cash distributions actually received or to be received by the Grantee with respect to the Award LTIP Units pursuant to distributions with a record date on or after the first day of the final performance period (the “Final Performance Date”). To the extent that the performance goals stated above are not satisfied on or before the Final Performance Date, then the Units will be forfeited Period and prior to the Company, effective as of the date following the Final Performance Date. The Compensation Committee of the Board of Directors has final authority to determine whether performance criteria have been met and whether any Units have vested for a particular performance period. Your Units are not transferable by you. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests Determination Date (and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Company, and their subsidiaries and affiliates are collectively such excess amount being referred to as the “Accumulated Distributions”); and (iii) the number of LTIP Units that would have accumulated (the “Earned Distribution LTIP Units”) if the Grantee had received, with respect to each distribution with a record date on or after the first day of the Performance Period and prior to the Determination Date, a number of LTIP Units equal to (A) the portion of the Accumulated Distributions attributable to such distribution divided by (B) an amount equal to (I) the Fair Market Value on the trading day immediately preceding the ex-dividend date for the dividend on the Stock corresponding to such distribution less (II) the amount of such dividend. (c) The Company and the Partnership will have the discretion, as of the Determination Date, to either (i) cause the Employer GroupEntity to pay to the Grantee the amount of the Accumulated Distributions in cash, which payment shall be made promptly after the Determination Date, but in no event later than 74 days after the Valuation Date (or the date deemed to be the Valuation Date), or (ii) cause the Earned Distribution LTIP Units to be earned by the Grantee. The aggregate number of Award LTIP Units earned by the Grantee (the “Earned LTIP Units”) shall equal the sum of (i) the Earned Performance LTIP Units plus (ii) to the extent the Accumulated Distributions are not paid in cash in accordance with the foregoing, the Earned Distribution LTIP Units. If the number of Earned LTIP Units is smaller than the number of Award LTIP Units previously issued to the Grantee, then the Grantee, as of the Determination Date, shall forfeit a number of Award LTIP Units equal to the difference without payment of any consideration by the Partnership and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units that were so forfeited. If the number of Earned LTIP Units is greater than the number of Award LTIP Units previously issued to the Grantee, then: (A) the Company shall cause the Partnership to issue to the Grantee, as of the Determination Date, a number of additional LTIP Units equal to the difference; (B) such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; (C) the Company and the Partnership shall take such corporate and partnership action as is necessary to accomplish the grant of such additional LTIP Units; and (D) thereafter the term Award LTIP Units will refer collectively to the Award LTIP Units, if any, issued prior to such additional grant plus such additional LTIP Units; provided that such issuance will be subject to the Grantee executing and delivering such documents, comparable to the documents executed and delivered in connection with this Award Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. If the number of Earned LTIP Units is the same as the number of Award LTIP Units previously issued to the Grantee, then there will be no change to the number of Award LTIP Units under this Award pursuant to this Section 2.” (d) Earned LTIP Units shall vest or be vested based on the service-based vesting requirements set forth in Section 3 hereof. (e) All calculations, valuations and determinations regarding the level of achievement of the performance-based criteria or other pursuant to this Section 2 shall be made by the Committee in its sole discretion and shall be final and binding on all persons.

Performance-Based Vesting. Your The Restricted Stock Units will vest on shall be unvested as of the dates Grant Date, and shall be subject to performance-based vesting as follows: if the Adjusted Operating Profit of the Company for 2009 (the “2009 AOP”) meets at least 50% of the ATG Adjusted Operating Profit Goal for 2009 defined below, (the “2009 AOP Threshold”), then the Applicable Percentage, as defined below, of the shares subject to this Restricted Stock Unit shall be deemed to have been earned, subject to vesting as set forth above below (the “Earned Restricted Stock Units”). “Adjusted Operating Profit” means ATG Adjusted Revenue less GAAP cost of sales and operating expenses, but excluding stock based compensation expenses, restructuring charges and non-cash income tax expenses/benefits, if applicable. The Applicable Percentage shall mean a percentage determined by reference to the amount, if any, by which the ATG Adjusted Revenue (as defined at Exhibit A) for 2009 has exceeded 80% of the ATG Adjusted Revenue Goal for 2009, as more fully set forth under the heading “Payout Table” at Exhibit A, but in no event more than 100%. Each Earned Restricted Stock Unit award shall vest as follows, provided that you are employed by the Company on each vesting date: (i) 25% of the Earned Restricted Stock Units shall vest March 6, 2010 (the “First Vesting Date”) and (ii) an additional 25% of the Earned Restricted Stock Units shall vest upon each of the following three one-year anniversaries of the First Vesting Date (so that the total vesting period shall end March 6, 2013); provided, however, that if the performance criteria Company achieves its 2009 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A are metA, which criteria in any calendar year prior to March 6, 2013, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully. If the Company does not meet its 2009 AOP Threshold for 2009, this Restricted Stock Unit award shall terminate and be consistent with one of no further force or more effect, regardless of the business criteria identified in Section 7(b) performance of the PlanCompany (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future calendar year. To In the extent that such performance criteria are not satisfied by the end event of a given performance period Change in Control (with the results that no Units have been earned for that particular performance period)as such term is defined in your Change of Control Agreement dated April 14, then the applicable portion of Units indicated above will be available to be earned 2008) [or in the next performance periodcase of our CEO, so long as the performance criteria are satisfied prior to the end defined in his Amended and Restated Employment Agreement dated April 14, 2008] of the final performance period (Company in the “Final Performance Date”). To current calendar year, the extent that the performance goals stated above are not satisfied on or before the Final Performance Date, then the Restricted Stock Units will be forfeited to the Company, effective as of the date following the Final Performance Date. The Compensation Committee of the Board of Directors has final authority to determine whether performance criteria have been met and whether any Units have vested for a particular performance period. Your Units are not transferable by you. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries, if any) granted under this Agreement are not shall convert from performance vested Restricted Stock Units to time vested Restricted Stock Units and shall be subject to the claims terms of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose Restricted Stock Unit Agreement (Time Vested) of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Company, and their subsidiaries and affiliates are collectively referred to as the “Employer Groupeven date herewith.”

Performance-Based Vesting. Your Units (a) Measurement Date Occurs on March 31, [INSERT GRANT YEAR + 3]. Subject to Sections 1(b) and 2 below, you will be eligible to vest in the PSUs based on the Company’s cumulative Adjusted EBITDA and Relative TSR Ranking for the Performance Period. In the event the Measurement Date is March 31, [INSERT GRANT YEAR + 3], you will vest in such number of PSUs on the dates set forth above Certification Date as is equal to (i) (A) the “Target Number of PSUs” subject to this Agreement, multiplied by (B) the Adjusted EBITDA Performance Multiplier, as adjusted by (ii) the TSR Performance Modifier, if any, determined as of the performance criteria set forth on Exhibit A are metMeasurement Date (rounded to the nearest whole share), which criteria subject to an overall cap equal to the “Maximum Number of PSUs” subject to the Agreement, and provided you do not experience a Termination of Employment prior to such date. Notwithstanding the foregoing, in the event that the Adjusted EBITDA Performance Multiplier is zero (0), there shall be consistent with one or more no adjustment by the TSR Performance Modifier and no PSUs shall be eligible to vest. (b) Measurement Date Occurs As a Result of a Change in Control. (i) Change in Control Prior to March 31, [INSERT GRANT YEAR + 3]. Notwithstanding Section 1(a) above, in the event of a Change in Control prior to March 31, [INSERT GRANT YEAR + 3], such number of PSUs will become “Vesting Eligible PSUs” on the date of the business criteria identified Change in Section 7(bControl as is equal to (A) (1) the “Target Number of PSUs” subject to this Agreement, multiplied by (2) the greater of (X) one hundred percent (100%) or (Y) the Adjusted EBITDA Performance Multiplier as of the Plan. To the extent that such performance criteria are not satisfied by the end of a given performance period Measurement Date (with the results that no Units have been earned performance goals for that particular performance period), then cumulative Adjusted EBITDA prorated to reflect the applicable portion of Units indicated above will be available to be earned in the next performance period, so long as the performance criteria are satisfied Performance Period that has elapsed prior to the end date of such Change in Control and achievement measured against such prorated goals), as adjusted by (B) the TSR Performance Modifier as of the final performance period Measurement Date, if any (but only if the TSR Performance Modifier is positive, and in no event will a negative TSR Performance Modifier be applied under this clause (B)), in each case determined by the Committee prior to such Change in Control. Subject to Section 2 below, the “Final Performance Date”)Vesting Eligible PSUs” will remain eligible to vest following such Change in Control on March 31, [INSERT GRANT YEAR + 3], provided you do not experience a Termination of Employment prior to such date. (i) Change in Control On or After March 31, [INSERT GRANT YEAR + 3]. To In the extent that the performance goals stated above are not satisfied event of a Change in Control on or before after March 31, [INSERT GRANT YEAR + 3], if the Final Performance Date, then the Units will be forfeited Certification Date has not yet occurred prior to the Companydate of such Change in Control, effective such number of PSUs will vest as of the date following the Final Performance Date. The Compensation Committee of the Board Change in Control as is determined under Section 1(a) above, provided you do not experience a Termination of Directors has final authority Employment prior to determine whether performance criteria have been met and whether any Units have vested for a particular performance period. Your Units are not transferable by you. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Company, and their subsidiaries and affiliates are collectively referred to as the “Employer Groupsuch date.”

Performance-Based Vesting. Your The performance-based Restricted Stock Units will (“Performance-Based RSUs”) shall vest and become payable at the end of the three-year Performance Period subject to the attainment of certain performance goals as described herein. Performance-Based RSUs shall be earned based on the dates set forth above if Company’s performance compared to the performance criteria Return on Average Assets and Non-Performing Assets goals measured at the end of the three-year Performance Period. Unless otherwise provided in this Award Agreement or the Plan, the number of Performance-Based RSUs that vest and that will be settled shall be determined as follows: (i) If the Company fails to achieve the Non-Performing Assets goal at the end of the Performance Period as determined by the Committee, none of the Performance-Based RSUs shall vest and all of the Performance-Based RSUs shall be forfeited. If the Company achieves the Non-Performing Assets goal at the end of the Performance Period as determined by the Committee, the number of Performance-Based RSUs eligible to vest based on the achievement of the Return on Average Assets goal as determined pursuant to Section 2(a)(ii) of this Award Agreement shall vest. The Non-Performing Assets goal associated with these Performance-Based RSUs have been established by the Committee and is set forth on Exhibit A are metto this Award Agreement. (ii) If the Non-Performing Asset goal is achieved, which criteria a number of Performance-Based RSUs shall be consistent with one or more of the business criteria identified in Section 7(b) of the Plan. To the extent that such performance criteria are not satisfied by the end of a given performance period (with the results that no Units have been earned for that particular performance period), then the applicable portion of Units indicated above will be available eligible to be earned in the next performance period, so long as the performance criteria are satisfied prior to vest at the end of the final performance period (Performance Period, based on the “Final Performance Date”). To the extent that the performance goals stated above are not satisfied on or before the Final Performance Date, then the Units will be forfeited to achievement by the Company, effective as determined by the Committee, of the date following Return on Average Assets goal set forth on Exhibit A. The number of Performance-Based RSUs that will vest will range from 0% to 150% of the Final Performance DatePerformance-Based RSUs granted, based upon the Company’s achievement of the Return on Average Assets goal, as follows: 0% if performance is below the threshold level, 50% if performance is at the threshold level, 100% if performance is at target and 150% if performance is at or above the maximum level. If the actual level of achievement of the Return on Average Assets goal is between the threshold level and the target level or between the target level and the maximum level, the percentage of Performance-Based RSUs earned will be interpolated accordingly on a straight-line basis. The Compensation Committee of Return on Average Assets goal (including the Board of Directors associated threshold, target and maximum levels with respect thereto) associated with these Performance-Based RSUs has final authority to determine whether performance criteria have been met and whether any Units have vested for a particular performance period. Your Units are not transferable by you. Except as may be required by federal income tax withholding provisions or established by the tax laws Committee and is set forth on Exhibit A to this Award Agreement. (iii) Notwithstanding anything else in this Award Agreement, the Performance Based RSUs shall only be eligible to vest in accordance with the terms and conditions of any state, your interests (and this Award Agreement if the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise Participant is still employed by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors or a wholly-owned subsidiary of the Company. As used in this AgreementCompany through the end of the Performance Period or has experienced, your primary employer (“Employer”)after the Date of Grant, the Companydeath, and their subsidiaries and affiliates are collectively referred to as the “Employer Groupdisability, or separation from service after reaching age 65.”

Performance-Based Vesting. Your Subject to Sections 7 and 8 below, [ ( )] Share Units will subject to the Award shall be eligible to vest on the dates set forth above if second anniversary of the performance criteria set forth on Exhibit A are metAward Date, which criteria and [ ( )] Share Units shall be consistent with one or more eligible to vest on each of the business criteria identified in Section 7(b) third, fourth and fifth anniversaries of the Plan. To the extent that Award Date (each such performance criteria are not satisfied by the end of vesting date, a given performance period (with the results that no Units have been earned for that particular performance period), then the applicable portion of Units indicated above will be available to be earned in the next performance period, so long as the performance criteria are satisfied prior to the end of the final performance period (the “Final Performance Vesting Date”). To the extent that the performance goals stated above are not satisfied on or before the Final Performance Date, then the Units will be forfeited to the Company, effective as The vesting of the date following Share Units on each such Performance Vesting Date shall be subject to satisfaction of performance targets established in accordance with Section [ ] of the Final Employment Agreement for the applicable performance period ending on such Performance DateVesting Date (each, a “Performance Period”). The Compensation Committee of Share Units eligible to vest on a Performance Vesting Date shall fully vest if the Board of Directors has final authority to determine whether applicable performance criteria targets for the Performance Period have been met and whether any or exceeded. The Share Units eligible to vest on a Performance Vesting Date shall vest on a sliding scale basis if the applicable performance targets for the Performance Period have vested not been fully met. For purposes of example only, if seventy-five percent (75%) of the performance targets have been met for a particular Performance Period, seventy-five percent (75%) of the Share Units eligible to vest with respect to that Performance Period would vest. Notwithstanding the foregoing, Administrator may, in its sole discretion, provide that any or all of the Share Units scheduled to vest on any Performance Vesting Date shall be deemed vested as of such date even if the applicable performance period. Your Units targets for the Performance Period are not transferable by youmet. Except as Furthermore, the Administrator may, in its sole discretion, provide that any Share Units scheduled to vest on any Performance Vesting Date that do not vest because the applicable performance targets are not met may be required by federal income tax withholding provisions or by eligible to vest on any future Performance Vesting Date; provided, however, that in all events, the tax laws maximum number of Share Units that may vest pursuant to this Agreement is [ ] Share Units (subject to adjustment under Section 8(a) below). [If the Administrator accelerates the vesting of any stateShare Units for [ ] (or his successor) other than in the event of death, your interests (and the interests vesting of your beneficiaries, if any) under this Agreement are not the Award shall accelerate with respect to a comparable portion of the Share Units subject to the claims of your creditors and may not be voluntarily or involuntarily soldAward, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise provided that the Grantee is then employed by the Company to issue shares Corporation or one of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Company, and their subsidiaries and affiliates are collectively referred to as the “Employer Groupits Subsidiaries.”]

Performance-Based Vesting. Your Units will vest Subject to the provisions of Sections 3(b) through 3(f) hereof, one-third of the PSUs subject to this grant (each such third, a “Tranche”) shall become performance vested based on the dates set forth above if level of achievement of the Performance Goal (as defined in Exhibit A hereto) for the applicable performance criteria period set forth on Exhibit A are methereto (each, which criteria shall be consistent with one or more of the business criteria identified a “Performance Period”), in Section 7(b) of the Plan. To the extent that such performance criteria are not satisfied by the end of a given performance period (accordance with the results schedule below and Exhibit A hereto, provided that no Units have been earned for that particular performance period(subject to the provisions of Sections 3(c) and 3(d) hereof), then the applicable portion of Units indicated above will be available to be earned in Participant remains employed with the next performance period, so long as the performance criteria are satisfied prior to Company or its Affiliates through the end of the final performance period (the “Final third Performance Date”). Period: To the extent that the actual level of achievement of the Performance Goal for a Performance Period hereunder is between any two levels provided in the table above, the number of PSUs to become performance goals stated vested with respect to the corresponding Tranche shall be determined on a pro rata basis using straight line interpolation; provided that no PSUs shall become vested with respect to a Tranche if the actual level of achievement of the Performance Goal for the corresponding Performance Period is less than the Threshold level of performance set forth in the schedule above; and provided, further, that the maximum number of PSUs that may become vested with respect to a Tranche shall not exceed the number of PSUs set forth in the schedule above are not satisfied corresponding to the Maximum level of performance set forth in the schedule above. Notwithstanding the foregoing, in the event that a Change in Control occurs prior to the last day of the third Performance Period, the number of PSUs that will become performance vested hereunder will be determined in accordance with this paragraph. For any Performance Period that ends on or before prior to the Final Performance Datedate on which such Change in Control occurs, then the Units number of PSUs that will become performance vested with respect to the corresponding Tranche will be forfeited determined in accordance with the schedule above based on the actual level of achievement of the corresponding Performance Goal. For any Performance Period that is in effect on the date on which such Change in Control occurs, the number of PSUs that will become performance vested with respect to the Company, effective corresponding Tranche will equal the number of PSUs that would have become performance vested in accordance with the schedule above based on (i) the actual level of achievement of the corresponding Performance Goal as of the date following of such Change in Control (assuming for such purpose that such Change in Control had occurred on the Final Performance Date. The Compensation Committee last day of the Board Performance Period) or (ii) the Target level of Directors has final authority performance set forth in the schedule above, whichever is greater. For any Performance Period that was scheduled to determine whether commence after the date on which such Change in Control occurs, the number of PSUs that will become performance criteria vested with respect to the corresponding Tranche will equal the number of PSUs that would have been met and whether any Units have become performance vested for a particular in accordance with the schedule above based on the Target level of performance periodset forth in the schedule above. Your Units are not transferable by you. Except as may be required by federal income tax withholding provisions or by Following such Change in Control, the tax laws number of any state, your interests PSUs determined in accordance with the immediately preceding sentence will vest (and x) on the interests last day of your beneficiariesthe Performance Period, if any) under this Agreement are not subject to the claims Participant remains employed with the Company or its Affiliates through the end of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipatedthe third Performance Period, or encumbered. Any attempt to sell(y) if applicable, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose in accordance with the provisions of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Company, Sections 3(b) and their subsidiaries and affiliates are collectively referred to as the “Employer Group3(c) hereof.”