Common use of Performance-Based Vesting Clause in Contracts

Performance-Based Vesting. The Restricted Stock Units shall be unvested as of the Grant Date, and shall be subject to performance-based vesting as follows: if the Adjusted Operating Profit of the Company for 2007 (the “2007 AOP”) meets at least 50% of its Adjusted Operating Profit Goal for 2007, (the “2007 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 below (the “Earned Restricted Stock Units”). The Applicable Percentage shall mean a percentage determined by reference to the amount, if any, by which the ATG Revenue (as defined at Exhibit A) for 2007 has exceeded 80% of the ATG Revenue Goal for 2007, 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 upon the thirteen month anniversary of the grant date (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 be four years and one month); provided, however, that if the Company achieves its 2007 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to the four year and one month anniversary of the Grant Date set forth above, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully; and provided further that if the Company achieves its 2007 AOP Threshold and thereafter there is a Change in Control of the Company (as defined at Exhibit B) an additional ___% of the unvested Restricted Stock Units shall vest. If the Company does not meet its 2007 AOP Threshold for 2007, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future year.

Performance-Based Vesting. The Restricted Stock Units shall be unvested as of the Grant Date, and shall be subject to performance-based vesting as follows: if the Adjusted Operating Profit of the Company for 2007 2009 (the “2007 2009 AOP”) meets at least 50% of its the ATG Adjusted Operating Profit Goal for 20072009 defined below, (the “2007 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 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 2007 2009 has exceeded 80% of the ATG Adjusted Revenue Goal for 20072009, 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 upon the thirteen month anniversary of the grant date 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 be four years and one monthend March 6, 2013); provided, however, that if the Company achieves its 2007 2009 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to the four year and one month anniversary of the Grant Date set forth aboveMarch 6, 2013, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully; and provided further that if the Company achieves its 2007 AOP Threshold and thereafter there is a Change in Control of the Company (as defined at Exhibit B) an additional ___% of the unvested Restricted Stock Units shall vest. If the Company does not meet its 2007 2009 AOP Threshold for 20072009, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future calendar year. In the event of a Change in Control (as such term is defined in your Change of Control Agreement dated April 14, 2008) [or in the case of our CEO, as defined in his Amended and Restated Employment Agreement dated April 14, 2008] of the Company in the current calendar year, the Restricted Stock Units granted under this Agreement shall convert from performance vested Restricted Stock Units to time vested Restricted Stock Units and shall be subject to the terms of your Restricted Stock Unit Agreement (Time Vested) of even date herewith.

Performance-Based Vesting. The Restricted Stock Units Non-vested Shares not previously forfeited will become vested in accordance with the performance matrix set forth in Schedule A annexed hereto. Years 1 through 7 shall be unvested as refer to seven successive fiscal years of the Grant DateLST, and Year 1 shall be subject refer to performance-based vesting as follows: if the Adjusted Operating Profit fiscal year of LST which includes the Company for 2007 Date of Grant. For the purposes of Schedule A, the “Year 1 Objective” is a goal (an “IBT Goal”) approved by the Human Resources Committee of LST (the “2007 AOPHuman Resources Committee”) meets at least 50% with respect to the income before taxes (“IBT”) of its Adjusted Operating Profit LST, which IBT Goal relates to Year 1; the “Year 2 Objective” is the IBT Goal for 2007, (Year 2; the “2007 AOP Threshold”), then Year 3 Objective” is 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 below (IBT Goal for Year 3; the “Earned Restricted Stock Units”). The Applicable Percentage shall mean a percentage determined by reference to Year 1 Objective Shortfall” is the amountexcess, if any, by which the ATG Revenue (as defined at Exhibit A) for 2007 has exceeded 80% of the ATG Revenue Goal Year 1 Objective over LST’s IBT for 2007Year 1; and the “Year 2 Objective Shortfall” is the excess, as more fully set forth 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 heading “Payout Table” at Exhibit Asecond and third sentences of Section 4 above). Determinations as to whether the Year 1 Objective, but in no event more than 100%. Each Earned Restricted Stock Unit award Year 2 Objective or Year 3 Objective has been achieved, whether the 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 vest as follows, provided that you are employed be made by the Company Human Resources Committee based on each audited financial statements for the appropriate year. Any vesting date: (i) 25% of Shares for a particular year shall become effective as of the Earned Restricted Stock Units shall vest upon the thirteen month anniversary date of the grant date (applicable determination by the “First Vesting Date”) and (ii) an additional 25% Human Resources Committee. Any decision of the Earned Restricted Stock Units shall vest upon each of Human Resources Committee as to any question with respect to the following three one-year anniversaries of the First Vesting Date (so that the total vesting period Shares granted hereunder shall be four years final and one month); provided, however, that if the Company achieves its 2007 AOP Threshold and also achieves the Maximum Revenue Target, as set forth conclusive on Exhibit A, in any calendar year prior to the four year and one month anniversary of the Grant Date set forth above, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully; and provided further that if the Company achieves its 2007 AOP Threshold and thereafter there is a Change in Control of the Company (as defined at Exhibit B) an additional ___% of the unvested Restricted Stock Units shall vest. If the Company does not meet its 2007 AOP Threshold for 2007, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future yearall persons.

Performance-Based Vesting. (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 Restricted Stock Units shall be unvested as of vest based on the Grant Date, and shall be subject extent to performance-based vesting as follows: if the Adjusted Operating Profit of the Company for 2007 (the “2007 AOP”) meets at least 50% of its Adjusted Operating Profit which each Performance Goal for 2007, (the “2007 AOP Threshold”), then the Applicable Percentage, as defined below, of the shares subject to this Restricted Stock Unit shall be deemed to have been earnedin each Performance Year set forth in Appendix A is achieved or exceeded, subject to vesting as set forth below 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 “Earned Restricted Stock 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 Applicable Percentage 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 mean be available for this purpose. The possible vesting of Carryover Units in any Performance Year for a percentage determined by reference 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 remain available for vesting in future Performance Years. (iv) If Actual Performance is greater than Superior Performance, vesting with respect to the amount, if any, by which Applicable Performance Goal will equal the ATG Revenue maximum vesting amount provided on Appendix A for that Performance Goal. (as defined at Exhibit Ac) for 2007 has exceeded 80% of the ATG Revenue Goal for 2007, 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 The Units shall vest as followsof the end of the applicable Performance Period in which the applicable Performance Goals are satisfied, provided that you are employed subject to certification by the Company on each vesting date: (i) 25% Committee whether the applicable Performance Goals have been achieved and the number of Units vested in the Earned Restricted Stock Units shall vest upon the thirteen month anniversary of the grant date (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 be four years and one month); provided, however, that if the Company achieves its 2007 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to the four year and one month anniversary of the Grant Date set forth above, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully; and provided further that if the Company achieves its 2007 AOP Threshold and thereafter there is a Change in Control of the Company (as defined at Exhibit B) an additional ___% of the unvested Restricted Stock Units shall vest. If the Company does not meet its 2007 AOP Threshold for 2007, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future yearPerformance Period.

Performance-Based Vesting. The Restricted Stock Units Subject to the provisions set forth below, the Performance Option shall be unvested 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 audited financial statements for the Company have not been finalized by such date, within 30 days thereafter), the Administrator determines that the following conditions are met as of the Grant Dateend of the immediately preceding Fiscal Year (each such Fiscal Year through Fiscal Year 2017, an “Applicable Year” and, such vesting, the “Yearly Performance Based 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 be subject to performance-based vesting as follows: if not become exercisable; and (ii) If the Adjusted Operating Profit of Cumulative Cash Flow for the Company Applicable Year equals or exceeds the Cumulative Cash Flow Target for 2007 (the “2007 AOP”) meets at least 50% of its Adjusted Operating Profit Goal for 2007, (the “2007 AOP Threshold”)such Applicable Year, then the Applicable Percentage, as defined below, remaining 35% of such installment (consisting of 7% of the shares subject to this Restricted Stock Unit Performance Option) shall be deemed to have been earned, subject to vesting as set forth below become vested and exercisable (the “Earned Restricted Stock UnitsCumulative Cash Flow Vesting”). The Applicable Percentage shall mean a percentage determined by reference to the amountIn addition, if anythe Cumulative Cash Flow for an Applicable Year equals or exceeds the Cumulative Cash Flow Target for such Applicable Year, by 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 June 30 following such Applicable Year for which the ATG Revenue (Cumulative Cash Flow Target is achieved. Any Performance Option subject to Cumulative Cash Flow Vesting that has not vested as defined at Exhibit A) for 2007 has exceeded 80% of the ATG Revenue Goal for 2007June 30, 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 upon the thirteen month anniversary of the grant date (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 be four years and one month); provided, however, that if the Company achieves its 2007 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to the four year and one month anniversary of the Grant Date set forth above, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully; and provided further that if the Company achieves its 2007 AOP Threshold and thereafter there is a Change in Control of the Company (as defined at Exhibit B) an additional ___% of the unvested Restricted Stock Units shall vest. If the Company does not meet its 2007 AOP Threshold for 2007, this Restricted Stock Unit award 2016 shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future yearshall not become exercisable.

Performance-Based Vesting. The Restricted Stock Units shall be unvested as Non-vested Shares not previously forfeited will become vested in accordance with the performance matrix set forth in Schedule A annexed hereto. For the purposes of the Grant DateSchedule A, and shall be subject to performance-based vesting as follows: if the Adjusted Operating Profit of the Company for 2007 (the “2007 AOP200[X] Objective” is the income before taxes (“IBT”) meets at least 50% of LST presented in its Adjusted Operating Profit Goal Base Action Plan (“BAP”) for 2007, (200[X]; the “2007 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 below (200[Y] Objective” is LST’s IBT presented in its 200[Y] BAP; the “Earned Restricted Stock Units”). The Applicable Percentage shall mean a percentage determined by reference to 200[Z] Objective” is LST’s IBT presented in its 200[Z] BAP; the amount“200[X] Objective Shortfall” is the excess, if any, by which the ATG Revenue (as defined at Exhibit A) for 2007 has exceeded 80% of the ATG Revenue Goal 200[X] Objective over LST’s IBT for 2007the year ended December 31, as more fully set forth 200[X]; and the “200[Y] Objective Shortfall” is the excess, if any, of the 200[Y] Objective over LST’s IBT for the year ended December 31, 200[Y]. 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 heading “Payout Table” at Exhibit Asecond and third sentences of Section 4 above). Determinations as to whether the 200[X] Objective, but in no event more than 100%. Each Earned Restricted Stock Unit award 200[Y] Objective or 200[Z] Objective has been achieved, whether the 200[Y] IBT equals or exceeds the sum of the 200[Y] Objective and the 200[X] Objective Shortfall or whether the 200[Z] IBT equals or exceeds the sum of the 200[Z] Objective and the 200[Y] Objective Shortfall, shall vest as follows, provided that you are employed be made by the Company on each vesting date: (i) 25% Human Resources Committee of the Earned Restricted Stock Units shall vest upon the thirteen month anniversary of the grant date LST (the “First Vesting DateHuman Resources Committee”) and (ii) an additional 25% based on audited financial statements for the appropriate year. Any vesting of Shares for a particular year shall become effective as of the Earned Restricted Stock Units shall vest upon each date of the following three one-year anniversaries applicable determination by the Human Resources Committee. Any decision of the First Vesting Date (so that Human Resources Committee as to any question with respect to the total vesting period Shares granted hereunder shall be four years final and one month); provided, however, that if the Company achieves its 2007 AOP Threshold and also achieves the Maximum Revenue Target, as set forth conclusive on Exhibit A, in any calendar year prior to the four year and one month anniversary of the Grant Date set forth above, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully; and provided further that if the Company achieves its 2007 AOP Threshold and thereafter there is a Change in Control of the Company (as defined at Exhibit B) an additional ___% of the unvested Restricted Stock Units shall vest. If the Company does not meet its 2007 AOP Threshold for 2007, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future yearall persons.

Performance-Based Vesting. (a) The Restricted Stock Units shall be unvested as of the Grant Date, and shall be subject to performance-based vesting as follows: if criteria applicable to the Adjusted Operating Profit Award LTIP Units are set forth on Appendix B hereto. (b) Unless all of the Company for 2007 Award LTIP Units have previously been forfeited pursuant to Section 3 hereof in connection with the Termination of Service of the Grantee prior to the Valuation Date, as soon as practicable following the Valuation Date, the Committee shall determine the level of achievement of the performance-based vesting criteria applicable to the Award LTIP Units (with the date such determination is made being referred to herein as the “2007 AOPDetermination Date”) meets at least 50% and, based on such level of its Adjusted Operating Profit Goal for 2007achievement, shall make the following determinations: (i) the “2007 AOP Threshold”), then number of Performance LTIP Units earned by 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 below Grantee (the “Earned Restricted Stock Performance LTIP Units”). The Applicable Percentage shall mean a percentage determined by reference to ; (ii) the amountamount 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 Determination Date that would have been received by which the ATG Revenue 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 at Exhibit 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 Performance Period and prior to the Determination Date (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) for 2007 has exceeded 80% the portion of the ATG Revenue Goal 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 2007the 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 more fully set forth under of the heading “Payout Table” at Exhibit ADetermination Date, to either (i) cause the Employer Entity 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 more later than 100%. Each 74 days after the Valuation Date (or the date deemed to be the Valuation Date), or (ii) cause the Earned Restricted Stock Unit award shall vest as follows, provided that you are employed Distribution LTIP Units to be earned by the Company on each vesting date: Grantee. The aggregate number of Award LTIP Units earned by the Grantee (the “Earned LTIP Units”) shall equal the sum of (i) 25% 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 Restricted Stock 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 upon or be vested based on the thirteen month anniversary service-based vesting requirements set forth in Section 3 hereof. (e) All calculations, valuations and determinations regarding the level of achievement of the grant date (the “First Vesting Date”) and (ii) an additional 25% of the Earned Restricted Stock Units shall vest upon each of the following three oneperformance-year anniversaries of the First Vesting Date (so that the total vesting period based criteria or other pursuant to this Section 2 shall be four years and one month); provided, however, that if the Company achieves its 2007 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to the four year and one month anniversary of the Grant Date set forth above, and you remain employed made by the Company at such time, this Restricted Stock Unit award Committee in its sole discretion and shall vest fully; be final and provided further that if the Company achieves its 2007 AOP Threshold and thereafter there is a Change in Control of the Company (as defined at Exhibit B) an additional ___% of the unvested Restricted Stock Units shall vest. If the Company does not meet its 2007 AOP Threshold for 2007, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future yearbinding on all persons.

Performance-Based Vesting. The Restricted Stock Units shall actual number of Shares to be unvested earned by the Participant will depend upon the achievement of specific stock price appreciation hurdles as of the Grant Date, and shall be subject to performance-based vesting as follows: if the Adjusted Operating Profit of the Company for 2007 follows (the “2007 AOPPerformance Vesting”): (a) Subject to Section 5 below, the percentage of the Target Shares set forth below shall satisfy the Performance Vesting upon the date that the Board or the Committee determines that the Company has achieved the stock price appreciation hurdle(s) set forth below (each such date, a “Determination Date”), with the Company’s stock price determined based on the trailing 20-trading day (each such 20-trading day period, a “Measurement Period”) meets at least 50% average closing price of its Adjusted Operating Profit Goal for 2007, the Common Stock during the four-year period following the Grant Date (the “2007 AOP ThresholdPerformance Period”). If an ex-dividend date occurs during any Measurement Period, then for purposes of determining whether the Applicable PercentagePerformance Vesting has been satisfied, as defined below, the closing price of the shares subject to this Restricted Common Stock Unit on the ex-dividend date and on each date thereafter until the earlier of the fourth day after the ex-dividend date and the end of the Measurement Period shall be deemed to have be the closing price of the Common Stock on such date plus the amount of the per-share dividend with respect to the Common Stock declared on such ex-dividend date. The Board or the Committee shall make determinations regarding whether the Performance Vesting has been earnedachieved no less frequently than quarterly during the Performance Period and within 30 days after the end of the Performance Period (the date of such final determination, subject to vesting as the “Final Determination Date”). On the Final Determination Date (and only on the Final Determination Date), the number of Shares earned will be determined based on the highest average closing price of the Common Stock during any Measurement Period in the Performance Period and achievement of performance between the specific stock price hurdles set forth below (will be determined using straight line linear interpolation. To the “Earned Restricted Stock Units”). The Applicable Percentage shall mean a percentage determined by reference extent any Shares have not satisfied the Performance Vesting on or prior to the amountlast day of the Performance Period, if any, by which such Shares shall be automatically forfeited on the ATG Revenue (as defined at Exhibit A) for 2007 has exceeded 80day following the Final Determination Date. In no event may more than 300% of the ATG Revenue Goal for 2007, as more fully set forth under Target Shares be deemed to have satisfied 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 upon the thirteen month anniversary of the grant date (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 be four years and one month); provided, however, that if the Company achieves its 2007 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to the four year and one month anniversary of the Grant Date set forth above, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully; and provided further that if the Company achieves its 2007 AOP Threshold and thereafter there is a Change in Control of the Company (as defined at Exhibit B) an additional ___% of the unvested Restricted Stock Units shall vest. If the Company does not meet its 2007 AOP Threshold for 2007, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future yearPerformance Vesting.

Performance-Based Vesting. The Restricted Stock Subject to the proviso of this paragraph (a) and to clause (iii) below, the number of Units shall covered by this Agreement that will vest on the Performance Vesting Date will be unvested as of the Grant Date, and shall be subject to performance-based vesting calculated as follows: The above calculation is subject to adjustment relating to minimum Revenue growth as provided below. 1. if Adjusted EBITDA for the Adjusted Operating Profit of the Company for 2007 (the Fiscal Year ended November 30, 2013 is at “2007 AOP”) meets at least 50% of its Adjusted Operating Profit Goal for 2007, (the “2007 AOP Threshold”)” performance level, then the Applicable PercentageEBITDA payout % will be 50% 2. if Adjusted EBITDA for the Fiscal Year ended November 30, as defined below2013is at “Target” performance level, of then the shares subject to this Restricted Stock Unit shall EBITDA payout % will be deemed to have been earned, subject to vesting as set forth below (the “Earned Restricted Stock Units”). The Applicable Percentage shall mean a percentage determined by reference to the amount, if any, by which the ATG Revenue (as defined at Exhibit A) for 2007 has exceeded 80% of the ATG Revenue Goal for 2007, as more fully set forth under the heading “Payout Table” at Exhibit A, but in no event more than 100% 3. Each Earned Restricted Stock Unit award shall vest as followsif Adjusted EBITDA for the Fiscal Year ended November 30, provided that you 2013 is at “Maximum” performance level, then the EBITDA payout % will be 175% 1. if Revenue for the Fiscal Year ended November 30, 2013 is at “Threshold” performance level, then the Revenue payout % will be 50% 2. if Revenue for the Fiscal Year ended November 30, 2013 is at “Target” performance level, then the Revenue payout % will be 100% 3. if Revenue for the Fiscal Year ended November 30, 2013 is at “Maximum” performance level, then the Revenue payout % will be 175% The EBITDA payout percentage and Revenue payout percentage will be prorated if Adjusted EBITDA and/or Revenue are employed by the Company on each vesting date: (i) 25% between “Threshold” and “Target” or between “Target” and “Maximum” performance levels. For avoidance of the Earned Restricted Stock Units shall vest upon the thirteen month anniversary of the grant date (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 doubt, the total vesting period shall be four years and one month); provided, however, that if the Company achieves its 2007 AOP Threshold and also achieves the Maximum Revenue Target, number of Units granted as set forth on Exhibit Athe first page of this Award Document reflects a total number in the event Adjusted EBITDA and Revenue are both satisfied at “Target” performance levels. In the event both Adjusted EBITDA and Revenue are satisfied at “Maximum” performance levels, in any calendar year prior to the four year and one month anniversary number of the Grant Date set forth above, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully; and provided further that if the Company achieves its 2007 AOP Threshold and thereafter there is a Change in Control of the Company (as defined at Exhibit B) an additional ___Units vesting will be 175% of the unvested Restricted Stock total number of Units shall vest. If granted as set forth on the Company does not meet its 2007 AOP Threshold for 2007, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless first page of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future yearAward Document.

Performance-Based Vesting. The Restricted Stock Units Subject to the provisions set forth below, the Performance Option shall be unvested 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 audited financial statements for the Company have not been finalized by such date, within 30 days thereafter), the Administrator determines that the following conditions are met as of the Grant Dateend of the immediately preceding Fiscal Year (each such Fiscal Year through Fiscal Year 20_____, an “Applicable Year” and, such vesting, the “Yearly Performance Based 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 be subject to performance-based vesting as follows: if not become exercisable; and (ii) If the Adjusted Operating Profit of Cumulative Cash Flow for the Company Applicable Year equals or exceeds the Cumulative Cash Flow Target for 2007 (the “2007 AOP”) meets at least 50% of its Adjusted Operating Profit Goal for 2007, (the “2007 AOP Threshold”)such Applicable Year, then the Applicable Percentage, as defined below, remaining 35% of such installment (consisting of 7% of the shares subject to this Restricted Stock Unit Performance Option) shall be deemed to have been earned, subject to vesting as set forth below become vested and exercisable (the “Earned Restricted Stock UnitsCumulative Cash Flow Vesting”). The Applicable Percentage shall mean a percentage determined by reference to the amountIn addition, if anythe Cumulative Cash Flow for an Applicable Year equals or exceeds the Cumulative Cash Flow Target for such Applicable Year, by 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 June 30 following such Applicable Year for which the ATG Revenue (Cumulative Cash Flow Target is achieved. Any Performance Option subject to Cumulative Cash Flow Vesting that has not vested as defined at Exhibit A) for 2007 has exceeded 80% of the ATG Revenue Goal for 2007June 30, 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 upon the thirteen month anniversary of the grant date (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 be four years and one month); provided, however, that if the Company achieves its 2007 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to the four year and one month anniversary of the Grant Date set forth above, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully; and provided further that if the Company achieves its 2007 AOP Threshold and thereafter there is a Change in Control of the Company (as defined at Exhibit B) an additional 20___% of the unvested Restricted Stock Units shall vest. If the Company does not meet its 2007 AOP Threshold for 2007, this Restricted Stock Unit award __ shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future yearshall not become exercisable.

Performance-Based Vesting. (i) The Restricted Stock Units number of Options listed on Schedule A as Performance Based Options ("PERFORMANCE BASED OPTIONS") shall vest only in accordance with this Section 3(b). For each period listed below, if EBITDA is equal to or above the amount listed beside such period on the chart below (each such amount, a "TARGET EBITDA") then 20% of the Performance Based Options (for each such period, "TARGET OPTIONS") shall vest on the last day of such period: Fiscal Year ending Target EBITDA ------------------ ------------- December 31, 1997 $41,000,000 December 31, 1998 $43,000,000 December 31, 1999 $45,000,000 December 31, 2000 $47,000,000 December 31, 2001 $50,000,000 provided, that if EBITDA for any such period is less than the Target EBITDA for such period, but is greater than 85% of the Target EBITDA for such period, then the number of Performance Based Options that shall vest on the last day of such period shall be unvested as of the Grant Date, and shall be subject to performance-based vesting calculated as follows: if EBITDA - (.85) (Target EBITDA) Target Shares x ---------------------------------------------- Target EBITDA - (.85) (Target EBITDA) provided, further, that the Adjusted Operating Profit amount of EBITDA for any Fiscal Year ending on or before December 31, 2001 in excess of the Target EBITDA for such Fiscal Year may (without duplication) be carried back to EBITDA for the two immediately preceding Fiscal Years, and additional Performance Based Options based thereon may vest in accordance with this Section 3(b). Any Performance Based Options that have not vested on or before September 30, 2006 shall expire on such date. (ii) If the number of Exit Options (as defined below) that vest pursuant to Section 3(c)(i) is greater than the number of Performance Based Options that have vested prior to any such vesting of Exit Options, then simultaneously with the vesting of the Exit Options hereunder additional Performance Based Options shall vest in a number sufficient to make the number of vested Performance Based Options equal to the number of such Exit Options. (iii) Upon the occurrence of the transfer to Third Parties of all or substantially all of (A) the Common Stock owned by the Institutional Shareholders on the date hereof or (B) the assets of the Company for 2007 (and its subsidiaries, the “2007 AOP”Performance Based Options that do not vest pursuant to 3(b)(ii) meets at least 50% of its Adjusted Operating Profit Goal for 2007, (the “2007 AOP Threshold”), then the Applicable Percentage, as defined below, of the shares subject to this Restricted Stock Unit above shall be deemed to have been earned, subject to vesting as set forth below (the “Earned Restricted Stock Units”). The Applicable Percentage shall mean a percentage determined by reference to the amount, if any, by which the ATG Revenue (as defined at Exhibit A) for 2007 has exceeded 80% of the ATG Revenue Goal for 2007, 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 upon the thirteen month anniversary of the grant date (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 be four years and one month); provided, however, that if the Company achieves its 2007 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to the four year and one month anniversary of the Grant Date set forth above, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully; and provided further that if the Company achieves its 2007 AOP Threshold and thereafter there is a Change in Control of the Company (as defined at Exhibit B) an additional ___% of the unvested Restricted Stock Units shall vest. If the Company does not meet its 2007 AOP Threshold for 2007, this Restricted Stock Unit award shall terminate expire and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future yearcancelled.

Performance-Based Vesting. The Restricted Stock Units Non-vested Shares not previously forfeited will become vested in accordance with the performance matrix set forth in Schedule A annexed hereto. Years 1 through 6 shall be unvested as refer to six successive fiscal years of the Grant DateLST, and Year 1 shall be subject refer to performance-based vesting as follows: if the Adjusted Operating Profit fiscal year of LST which includes the Company for 2007 Date of Grant. For the purposes of Schedule A, the “Year 1 Objective” is a goal (an “IBT Goal”) approved by the Human Resources Committee of LST (the “2007 AOPHuman Resources Committee”) meets at least 50% with respect to the IBT of its Adjusted Operating Profit LST, which IBT Goal relates to Year 1; the “Year 2 Objective” is the IBT Goal for 2007, (Year 2; the “2007 AOP Threshold”), then Year 3 Objective” is 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 below (IBT Goal for Year 3; the “Earned Restricted Stock Units”). The Applicable Percentage shall mean a percentage determined by reference to Year 1 Objective Shortfall” is the amountexcess, if any, by which the ATG Revenue (as defined at Exhibit A) for 2007 has exceeded 80% of the ATG Revenue Goal Year 1 Objective over LST’s IBT for 2007Year 1; and the “Year 2 Objective Shortfall” is the excess, as more fully set forth 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 heading “Payout Table” at Exhibit Asecond and third sentences of Section 4 above). Determinations as to whether the Year 1 Objective, but in no event more than 100%. Each Earned Restricted Stock Unit award Year 2 Objective or Year 3 Objective has been achieved, whether the 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 vest as follows, provided that you are employed be made by the Company Human Resources Committee based on each audited financial statements for the appropriate year. Any vesting date: (i) 25% of Shares for a particular year shall become effective as of the Earned Restricted Stock Units shall vest upon the thirteen month anniversary date of the grant date (applicable determination by the “First Vesting Date”) and (ii) an additional 25% Human Resources Committee. Any decision of the Earned Restricted Stock Units shall vest upon each of Human Resources Committee as to any question with respect to the following three one-year anniversaries of the First Vesting Date (so that the total vesting period Shares granted hereunder shall be four years final and one month); provided, however, that if the Company achieves its 2007 AOP Threshold and also achieves the Maximum Revenue Target, as set forth conclusive on Exhibit A, in any calendar year prior to the four year and one month anniversary of the Grant Date set forth above, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully; and provided further that if the Company achieves its 2007 AOP Threshold and thereafter there is a Change in Control of the Company (as defined at Exhibit B) an additional ___% of the unvested Restricted Stock Units shall vest. If the Company does not meet its 2007 AOP Threshold for 2007, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future yearall persons.