Common use of Restricted Period Clause in Contracts

Restricted Period. Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK UNITS shall become vested and no longer be subject to forfeiture to the COMPANY shall lapse according to the following schedule: (i) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the first anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the second anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date.

Restricted Period. Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK UNITS shall become vested and no longer be subject to forfeiture to the COMPANY shall lapse in three separate annual installments (each a “TRANCHE” and each date on which a TRANCHE becomes vested, a “VESTING DATE”) on the applicable anniversary of the date on which this grant is approved by the COMMITTEE and then recorded and communicated through the System of Record and which shall not be earlier than the GRANT DATE (the “ANNIVERSARY”), according to the following schedule: (i) the RESTRICTED PERIOD shall lapse as to 33.3% of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the first anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”)ANNIVERSARY, provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to 33.3% of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the second anniversary of the “VESTING DATE”ANNIVERSARY, provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to 33.4% of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary of the “VESTING DATE”ANNIVERSARY, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary affiliate of the COMPANY on such date.

Restricted Period. Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK UNITS shall become vested and no longer be subject to forfeiture to the COMPANY shall lapse according to the following schedule: (i) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the first anniversary of the date which is approved by the Compensation Committee of the Board of Directors COMMITTEE and then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the second anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date.

Restricted Period. Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK UNITS shall become vested and no longer be subject to forfeiture to the COMPANY shall lapse according to the following schedule: (i) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the first anniversary of the “VESTING DATE”. The VESTING DATE shall be defined as the later of (1) the date for vesting which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record Record; or (hereinafter referred to as 2) the date on which the PARTICIPANT signs the Non-Competition and Non-Solicitation Agreement for which all or part of the consideration is formed by the Grant of RESTRICTED STOCK UNITS covered by this AGREEMENT, (the “VESTING DATENON-COMPETE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the second anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date.

Restricted Period. Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK EARNED UNITS shall become vested and no longer be subject to forfeiture to the COMPANY COMPANY, shall lapse according to the following scheduleschedule of anniversaries of the “VESTING DATE”. The VESTING DATE shall be defined as the date for vesting which is approved by the COMMITTEE and then recorded and communicated through the System of Record: (i) the RESTRICTED PERIOD shall lapse as to % one-third of the RESTRICTED STOCK EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK EARNED UNITS shall become vested, on the first anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to % an additional one-third of the RESTRICTED STOCK EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK EARNED UNITS shall become vested, on the second anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date;; and (iii) the RESTRICTED PERIOD shall lapse as to % an additional one-third of the RESTRICTED STOCK EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK EARNED UNITS shall become vested, on the third anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary affiliate of the COMPANY on such date.

Restricted Period. Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK UNITS shall become vested and no longer be subject to forfeiture to the COMPANY shall lapse according to the following schedule: (i) the RESTRICTED PERIOD shall lapse as to 25% of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the first anniversary of the date which is approved by the Compensation Committee of the Board of Directors COMMITTEE and then recorded and communicated through the System of Record and which shall not be earlier than the GRANT DATE (hereinafter referred to as the “VESTING DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to 25% of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the second anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to 25% of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to 25% of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date.

Restricted Period. Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK EARNED UNITS shall become vested and no longer be subject to forfeiture to the COMPANY COMPANY, shall lapse according to the following schedule:schedule of anniversaries of the “VESTING DATE”. The VESTING DATE shall be defined as the later of (1) the date for vesting which is approved by the COMMITTEE and then recorded and communicated through the System of Record; or (2) the date on which PARTICIPANT signs the Non-Competition and Non-Solicitation Agreement for which all or part of the consideration is formed by the grant of the AWARD covered by this AGREEMENT (the “NON-COMPETE”): (i) the RESTRICTED PERIOD shall lapse as to % one-third of the RESTRICTED STOCK EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK EARNED UNITS shall become vested, vested on the first anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to % an additional one-third of the RESTRICTED STOCK EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK EARNED UNITS shall become vested, on the second anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date;; and (iii) the RESTRICTED PERIOD shall lapse as to % an additional one-third of the RESTRICTED STOCK EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK EARNED UNITS shall become vested, on the third anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary affiliate of the COMPANY on such date.

Restricted Period. Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK UNITS shall become vested and no longer be subject to forfeiture to the COMPANY shall lapse according to the following schedule: (i) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the first anniversary of the “VESTING DATE”. The VESTING DATE shall be defined as the later of (1) the date for vesting which is approved by the Compensation Committee of the Board of Directors COMMITTEE and then recorded and communicated through the System of Record Record; or (hereinafter referred to as 2) the date on which PARTICIPANT signs the Non-Competition and Non-Solicitation Agreement for which all or part of the consideration is formed by the grant of the RESTRICTED STOCK UNITS covered by this AGREEMENT (the “VESTING DATENON-COMPETE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the second anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date.

Restricted Period. Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK EARNED UNITS shall become vested and no longer be subject to forfeiture to the COMPANY shall lapse according to the following scheduleschedule (each of the dates described in this Section 2(B) a “VESTING DATE”), in each case, subject to the achievement of the additional performance-based vesting criteria set forth in Section 2(C) below: (i) the RESTRICTED PERIOD shall lapse as to % one-third of the RESTRICTED STOCK EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK EARNED UNITS shall become vested, on the first anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to % an additional one-third of the RESTRICTED STOCK EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK EARNED UNITS shall become vested, on the second anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iviii) the RESTRICTED PERIOD shall lapse as to % an additional one-third of the RESTRICTED STOCK EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK EARNED UNITS shall become vested, on the fourth third anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date.

Restricted Period. Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK EARNED UNITS shall become vested and no longer be subject to forfeiture to the COMPANY shall lapse according to the following schedule:schedule (each of the dates described in this Section 2(B) a “VESTING DATE”): (i) the RESTRICTED PERIOD shall lapse as to % one-third of the RESTRICTED STOCK EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK EARNED UNITS shall become vested, vested on the “FIRST VESTING DATE” which shall be defined as the later of (1) the first anniversary of the GRANT DATE; or (2) the first anniversary of the date on which the PARTICPANT signs the Non-Competition and Non-Solicitation Agreement for which all or part of the consideration is approved formed by the Compensation Committee grant of the Board of Directors then recorded and communicated through the System of Record AWARDS covered by this AGREEMENT, (hereinafter referred to as the “VESTING DATENON-COMPETE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to % an additional one-third of the RESTRICTED STOCK EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK EARNED UNITS shall become vested, on the second anniversary of the “FIRST VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iviii) the RESTRICTED PERIOD shall lapse as to % an additional one-third of the RESTRICTED STOCK EARNED UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK EARNED UNITS shall become vested, on the fourth third anniversary of the “FIRST VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date.

Restricted Period. Except as provided under Sections 3 4 and 4 5 of this AGREEMENT, the period of restriction (the “"RESTRICTED PERIOD”"), after which the RESTRICTED STOCK UNITS SHARES shall become vested and no longer be subject to forfeiture to the COMPANY COMPANY, shall lapse according to the following schedule: (i) the RESTRICTED PERIOD shall lapse as to _____% of the RESTRICTED STOCK UNITS SHARES (subject to adjustment as provided in Section 11(c) 3 of the PLANthis AGREEMENT), and such RESTRICTED STOCK UNITS SHARES shall become vested, on the first ______ anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING GRANT DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to an additional _____% of the RESTRICTED STOCK UNITS SHARES (subject to adjustment as provided in Section 11(c) 3 of the PLANthis AGREEMENT), and such RESTRICTED STOCK UNITS SHARES shall become vested, on the second ______ anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to an additional _____% of the RESTRICTED STOCK UNITS SHARES (subject to adjustment as provided in Section 11(c) 3 of the PLANthis AGREEMENT), and such RESTRICTED STOCK UNITS SHARES shall become vested, on the third ______ anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to an additional _____% of the RESTRICTED STOCK UNITS SHARES (subject to adjustment as provided in Section 11(c) 3 of the PLANthis AGREEMENT), and such RESTRICTED STOCK UNITS SHARES shall become vested, on the fourth ______ anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date.

Restricted Period. Except as provided under Sections 3 (a) For a period beginning on the date hereof and 4 of this AGREEMENTending on _________ (the "Restricted Period"), the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK UNITS Shares shall become vested and no longer be subject to forfeiture to the COMPANY Forfeiture Restrictions and any other restrictions as set forth herein; provided, however, the Forfeiture Restrictions shall lapse according to expire on a number of Shares as determined in accordance with the following schedule: (b) The Company shall effect the issuance of the Shares, and the issuance of a certificate or certificates for the Shares, in accordance with the determinations made by the Committee (as defined in the Plan). Each certificate issued for Shares to Holder shall be registered in Holder’s name and shall be either deposited by the Secretary of the Company or its designee in an escrow account or held by the Secretary of the Company, together with stock powers or other instruments of transfer appropriately endorsed in blank by Holder (Holder hereby agreeing to execute such stock powers or other instruments of transfer as requested by the Company). Such certificate or certificates shall remain in such escrow account or with the Secretary of the Company until the later of the following to occur: (i) the RESTRICTED PERIOD shall lapse as to % expiration of the RESTRICTED STOCK UNITS Restricted Period, (subject to adjustment ii) the expiration of the Forfeiture Restrictions as provided in Section 11(c4(a), 4(e) or 4(f), or (iii) the expiration of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the first anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment Transfer Restrictions as provided in Section 11(c3, 4(e) or 4(f). Certificates representing the Shares shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE METROCORP BANCSHARES, INC. RESTRICTED STOCK AGREEMENT, DATED AS OF _______________ BETWEEN METROCORP BANCSHARES, INC. (“COMPANY”) AND EACH OF THE GRANTEES NAMED THEREIN. A COMPLETE AND CORRECT COPY OF THE FORM OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST." (c) Except as otherwise provided in the Plan, Holder shall, during the Restricted Period, have all of the PLAN)other rights of a stockholder with respect to the Shares including, but not limited to, the right to receive dividends, if any, as may be declared on such Shares from time to time, and the right to vote (in person or by proxy) such RESTRICTED STOCK UNITS shall become vested, on the second anniversary Shares at any meeting of stockholders of the “VESTING DATE”, provided Company. (d) In the PARTICIPANT is employed by event that Holder’s employment with the COMPANY Company or an Affiliate or service as a subsidiary director of the COMPANY on such date; (iii) Company or an Affiliate is terminated prior to the RESTRICTED PERIOD shall lapse as to % expiration of the RESTRICTED STOCK UNITS (subject to adjustment Forfeiture Restrictions as provided in Section 11(c4(a) or 4(f) of this Agreement by the PLAN)Company for Cause, or by Holder’s voluntary resignation, any Shares outstanding shall, upon such termination of employment or service as a director, be forfeited by Holder to the Company, without the payment of any consideration or further consideration by the Company, and such RESTRICTED STOCK UNITS neither Holder nor any successors, heirs, assigns, or legal representatives of Holder shall become vestedthereafter have any further rights or interest in the Shares or certificates therefor, on and Holder’s name shall thereupon be deleted from the third anniversary list of the “VESTING DATE”Company’s stockholders with respect to the Shares. For purposes of this Agreement, provided "Cause" shall mean Holder’s theft or embezzlement from the PARTICIPANT is employed by the COMPANY Company or a subsidiary an Affiliate, disclosure of trade secrets of the COMPANY on such date; and (iv) Company or an Affiliate or the RESTRICTED PERIOD shall lapse as to % commission of a willful, felonious act while in the employment of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY Company or a subsidiary of the COMPANY on such datean Affiliate.

Restricted Period. Except as provided under Sections 3 (a) For a period beginning on the date hereof and 4 of this AGREEMENT, the period of restriction ending on (the “RESTRICTED PERIODRestricted Period”), after which the RESTRICTED STOCK UNITS Shares shall become vested and no longer be subject to forfeiture to the COMPANY Forfeiture Restrictions and any other restrictions as set forth herein; provided, however, the Forfeiture Restrictions shall lapse according to expire on a number of Shares as determined in accordance with the following schedule: (b) The Company shall effect the issuance of the Shares, and the issuance of a certificate or certificates for the Shares, in accordance with the determinations made by the Committee (as defined in the Plan). Each certificate issued for Shares to Holder shall be registered in Holder’s name and shall be either deposited by the Secretary of the Company or its designee in an escrow account or held by the Secretary of the Company, together with stock powers or other instruments of transfer appropriately endorsed in blank by Holder (Holder hereby agreeing to execute such stock powers or other instruments of transfer as requested by the Company). Such certificate or certificates shall remain in such escrow account or with the Secretary of the Company until the later of the following to occur: (i) the RESTRICTED PERIOD shall lapse as to % expiration of the RESTRICTED STOCK UNITS Restricted Period, (subject to adjustment ii) the expiration of the Forfeiture Restrictions as provided in Section 11(c4(a), 4(e) or 4(f), or (iii) the expiration of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the first anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment Transfer Restrictions as provided in Section 11(c3, 4(e) or 4(f). Certificates representing the Shares shall bear the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE METROCORP BANCSHARES, INC. RESTRICTED STOCK AGREEMENT, DATED AS OF , BETWEEN METROCORP BANCSHARES, INC. (“COMPANY”) AND EACH OF THE GRANTEES NAMED THEREIN. A COMPLETE AND CORRECT COPY OF THE FORM OF SUCH AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST.” (c) Except as otherwise provided in the Plan, Holder shall, during the Restricted Period, have all of the PLAN)other rights of a stockholder with respect to the Shares including, but not limited to, the right to receive dividends, if any, as may be declared on such Shares from time to time, and the right to vote (in person or by proxy) such RESTRICTED STOCK UNITS shall become vested, on the second anniversary Shares at any meeting of stockholders of the “VESTING DATE”, provided Company. (d) In the PARTICIPANT is employed by event that Holder’s employment with the COMPANY Company or an Affiliate or service as a subsidiary director of the COMPANY on such date; (iii) Company or an Affiliate is terminated prior to the RESTRICTED PERIOD shall lapse as to % expiration of the RESTRICTED STOCK UNITS (subject to adjustment Forfeiture Restrictions as provided in Section 11(c4(a) or 4(f) of this Agreement by the PLAN)Company for Cause, or by Holder’s voluntary resignation, any Shares outstanding shall, upon such termination of employment or service as a director, be forfeited by Holder to the Company, without the payment of any consideration or further consideration by the Company, and such RESTRICTED STOCK UNITS neither Holder nor any successors, heirs, assigns, or legal representatives of Holder shall become vestedthereafter have any further rights or interest in the Shares or certificates therefor, on and Holder’s name shall thereupon be deleted from the third anniversary list of the Company’s stockholders with respect to the Shares. For purposes of this Agreement, “VESTING DATE”Cause” shall mean Holder’s theft or embezzlement from the Company or an Affiliate, provided the PARTICIPANT is employed by the COMPANY or a subsidiary disclosure of trade secrets of the COMPANY on such date; and (iv) Company or an Affiliate or the RESTRICTED PERIOD shall lapse as to % commission of a willful, felonious act while in the employment of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY Company or a subsidiary of the COMPANY on such datean Affiliate.

Restricted Period. (a) Except as otherwise provided under Sections 3 in Subsection 2(b) to the contrary, and 4 except as provided in Section 12 of this AGREEMENTthe Plan, the period of restriction following vesting provisions shall apply during the thirty-six (36)-months immediately following the Grant Date (the “RESTRICTED PERIODRestricted Period”): (i) Restrictions shall lift on one-third (1/3rd) of the total Restricted Shares subject to this Agreement on each of the first three (3) anniversaries of the Grant Date (each such anniversary, a “Vesting Date”), after which provided you (A) are and remain a continuous full-time regular employee of a System Company at System Management Level (“ML”) 1 through 6 through each such anniversary date or are, or later become and then remain, a continuous part-time regular System Company employee participating in the RESTRICTED STOCK UNITS shall become vested phased retirement program under the Entergy System Policies & Procedures Phased Retirement - Pre-Separation Policy (the “Phased Retirement Program”) through each such Vesting Date, and no longer be (B) comply with Section 12 of this Agreement. (ii) Unless solely attributable to your becoming a participant in the Phased Retirement Program, and subject to forfeiture Section 2(b) hereof, upon your termination of continuous full-time regular employment to become a part-time employee, or upon your demotion to a position below ML 6, you shall forfeit all Restricted Shares on which restrictions have not already lifted in accordance with Subsection 2(a)(i) at such time. (iii) Except as set forth in Section 2(b) below, upon your retirement or termination from System Company employment for any reason or no reason (including with or without Cause), you shall forfeit all Restricted Shares on which restrictions have not already lifted in accordance with Subsection 2(a)(i) at such time. (b) Notwithstanding the foregoing provisions of Subsection 2(a) to the COMPANY contrary, the following provisions shall lapse according govern to the following scheduleextent applicable: (i) If, during the RESTRICTED PERIOD Restricted Period, you die or incur a Disability while actively employed as an eligible System Company employee in accordance with the requirements set forth in Subsection 2(a)(i)(A) and you have continuously satisfied the vesting criteria of Section 2(a)(i) through the date of your death or Disability, then any then-remaining restrictions immediately shall lapse as to % lift on all of the RESTRICTED STOCK UNITS then-outstanding Restricted Shares on which restrictions have not already lifted (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, well as dividends declared on the first anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”Restricted Shares), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date;. (ii) If you are demoted to a position below ML 6 and you thereafter remain a regular, full-time System Company employee until the RESTRICTED PERIOD immediately following Vesting Date, then you shall lapse as remain eligible to % vest, upon such Vesting Date, in a pro-rated portion of the RESTRICTED STOCK UNITS Restricted Shares on which restrictions were otherwise scheduled to lift on such immediately following Vesting Date (subject to adjustment as provided in Section 11(c) well as dividends declared on such pro-rated portion of the PLANRestricted Shares), which pro-rated vested portion shall be determined by multiplying (A) a fraction, the numerator of which shall be the number of days between (x) the immediately preceding Vesting Date or, if no Vesting Date has yet occurred, the Grant Date and such RESTRICTED STOCK UNITS (y) the date of your demotion, and the denominator of which shall become vestedbe 365, times (B) that number of Restricted Shares on which restrictions were otherwise scheduled to lift on the second anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date;immediately following Vesting Date. (iii) Except as provided below for an employee on an extended leave of absence bridge to retirement under an approved severance program under the RESTRICTED PERIOD shall lapse as to % Entergy System Severance Pay Plan No. 537 or the Entergy System Severance Pay Plan No. 538, if you are on a leave of absence (whether paid or unpaid) approved by your System Company employer for reasons other than Disability or are a continuous part-time regular System Company employee participating in the Phased Retirement Program, you will be treated, solely for purposes of the RESTRICTED STOCK UNITS (subject Plan and this Agreement, as continuing to adjustment satisfy the requirements of Subsection 2(a)(i) while on such approved leave of absence or during such participation in the Phased Retirement Program, as provided applicable. If your System Company employment terminates during such approved leave of absence, the remaining provisions of this Section 2 shall apply as if you were actively employed by your System Company employer immediately prior to such termination event. If you are on an extended leave of absence bridge to retirement under an approved severance program under the Entergy System Severance Plan Pay No. 537 or the Entergy System Severance Pay Plan No. 538, you will not be considered under the Plan or this Agreement to be a full-time employee or part-time System Company employee under the Phased Retirement Program during the extended leave of absence bridge period, and your System Company employment will be considered terminated for purposes of vesting in Section 11(c) the Restricted Shares under this Agreement as of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary commencement of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary your extended leave of the COMPANY on such date; andabsence bridge period. (iv) Subject to the RESTRICTED PERIOD shall lapse as to % terms of this Agreement and Section 5 of the RESTRICTED STOCK UNITS Plan, in the event that (subject to adjustment A) a Change in Control occurs and (B) either (1) outstanding Restricted Shares are not assumed or substituted in connection therewith as provided described in Section 11(c12(b) of the PLANPlan, or (2) outstanding Restricted Shares are so assumed or substituted in connection therewith and your employment or service is terminated by your System Company employer without Cause or by you for Good Reason on or after the effective date of the Change in Control but prior to twenty-four (24) months following the Change in Control, then all restrictions imposed hereunder on the Restricted Shares (as well as dividends declared on the Restricted Shares) shall lift effective as of the date of the Change in Control, if subclause (B)(1) applies, or as of the applicable termination date, if subclause (B)(2) applies (whichever date so applies, the “CIC Vesting Date”) and the restrictive covenants set forth in Section 12(b), (c) and such RESTRICTED STOCK UNITS (d) of this Agreement shall become vested, on the fourth anniversary cease to apply as of the “VESTING DATE”CIC Vesting Date. (v) Notwithstanding anything herein to the contrary, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such dateif your employment with your System Company employer terminates for Cause, then all Restricted Shares shall immediately terminate and be forfeited.

Restricted Period. Except as provided under Sections 3 4 and 4 5 of this AGREEMENT, the period of restriction (the “"RESTRICTED PERIOD”"), after which the RESTRICTED STOCK UNITS SHARES shall become vested and no longer be subject to forfeiture to the COMPANY COMPANY, shall lapse according to the following schedule: (i) the RESTRICTED PERIOD shall lapse as to _____% of the RESTRICTED STOCK UNITS SHARES (subject to adjustment as provided in Section 11(c) 3 of the PLANthis AGREEMENT), and such RESTRICTED STOCK UNITS SHARES shall become vested, on the first ______ anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING GRANT DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to an additional _____% of the RESTRICTED STOCK UNITS SHARES (subject to adjustment as provided in Section 11(c) 3 of the PLANthis AGREEMENT), and such RESTRICTED STOCK UNITS SHARES shall become vested, on the second ______ anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to an additional ______% of the RESTRICTED STOCK UNITS SHARES (subject to adjustment as provided in Section 11(c) 3 of the PLANthis AGREEMENT), and such RESTRICTED STOCK UNITS SHARES shall become vested, on the third ______ anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to an additional _____% of the RESTRICTED STOCK UNITS SHARES (subject to adjustment as provided in Section 11(c) 3 of the PLANthis AGREEMENT), and such RESTRICTED STOCK UNITS SHARES shall become vested, on the fourth ______ anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date.

Restricted Period. Except as provided under Sections 3 and 4 (a) The “Restricted Period” for twenty-five percent (25%) of the RSUs will end on each of the first four (4) anniversaries of the Grant Date. (b) Notwithstanding the foregoing provisions of this AGREEMENTSection 3, the period Restricted Period for all the RSUs shall cease immediately and such RSUs shall become fully vested immediately upon Participant’s Termination of restriction Service due to Participant’s Disability or Participant’s death. (c) Notwithstanding any other agreement to the contrary between Participant and the Company or any of its Subsidiaries (the “RESTRICTED PERIOD”Company and its Subsidiary” or “the Company and any of its Subsidiaries” are hereinafter referred to as “the Company” for purposes of this Section 3(c) through Section 23 of the Agreement), after which in the RESTRICTED STOCK UNITS event of a Change in Control, (1) any RSUs still outstanding shall become fully vested, or (2) if Participant terminated employment with the Company within the 30 calendar days prior to the Change in Control and forfeited the RSUs, then such forfeited RSUs shall be re-issued to Participant upon the Change in Control, and shall be fully vested on the date of such re-issuance provided that (a) Participant did not voluntarily resign prior to the effective date of the Change in Control and no longer (b) Participant was not terminated for cause (as determined in good faith by the Board or Committee) prior to the effective date of such Change in Control. (d) Except as set forth in Section 3(b), Section 3(c) and 3(e), or as may otherwise be provided by the Committee, if Participant’s Termination of Service occurs prior to the expiration of one or more Restricted Periods, Participant shall forfeit all rights, title and interest in and to any RSUs still subject to forfeiture a Restricted Period as of such Termination of Service. (e) Notwithstanding the foregoing provisions of this Section 3 or any other agreement to the COMPANY shall lapse according to contrary between Participant and the following schedule: (i) the RESTRICTED PERIOD shall lapse Company, if Participant incurs a Termination of Service as to % a result of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on Retirement after the first anniversary of the date which is approved by Grant Date, then the Compensation Committee RSUs shall not be forfeited as a result of the Board of Directors then recorded such Retirement and communicated through the System of Record (hereinafter referred shall continue to vest for as the “VESTING DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse long as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the second anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such dateParticipant remains Retired.

Restricted Period. Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK UNITS shall become vested and no longer be subject to forfeiture to the COMPANY shall lapse according to the following scheduleschedule (each of the dates described in this Section 2(A) a “VESTING DATE”), in each case, subject to the achievement of the performance-based vesting criteria set forth in Section 2(B) below: (i) the RESTRICTED PERIOD shall lapse as to ____% of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the first ________ anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING GRANT DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to an additional ____% of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the second ________anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to an additional ____% of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third ________anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to an additional ____% of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth ________anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date.

Restricted Period. (a) Except as otherwise provided under Sections 3 in Subsection 2(b) to the contrary, and 4 except as provided in Section 13 of this AGREEMENTthe Plan, the period of restriction following vesting provisions shall apply during the thirty-six (36)-months immediately following the Grant Date (the “RESTRICTED PERIODRestricted Period”): (i) Restrictions shall lift on one-third (1/3rd) of the total Restricted Shares subject to this Agreement on each of the first three (3) anniversaries of the Grant Date (each such anniversary, a “Vesting Date”), after provided you (A) are and remain a continuous full-time regular employee of a System Company at System Management Level 1 through 6 through each such anniversary date or are or later become and then remain a continuous part-time regular System Company employee participating in the phased retirement program under the Entergy System Policies & Procedures Phased Retirement - Pre-Separation Policy (the “Phased Retirement Program”) through each such anniversary date, and (B) comply with Section 12 of this Agreement. (ii) Unless solely attributable to your becoming a participant in the Phased Retirement Program, upon your termination of continuous full-time regular employment to become a part-time employee, or upon your demotion to a position below System Management ▇▇▇▇▇ ▇, you shall forfeit all Restricted Shares on which restrictions have not already lifted in accordance with Subsection 2(a)(i) at such time. (iii) Except as set forth in Section 2(b) below, upon your Retirement or termination from System Company employment for any reason or no reason (including with or without Cause), you shall forfeit all Restricted Shares on which restrictions have not already lifted in accordance with Subsection 2(a)(i) at such time. (b) Notwithstanding the RESTRICTED STOCK UNITS shall become vested and no longer be subject to forfeiture foregoing provisions of Subsection 2(a) to the COMPANY contrary and subject in each case to Section 5.6(e) of the Plan, the following provisions shall lapse according govern to the following scheduleextent applicable: (i) If, during the RESTRICTED PERIOD Restricted Period, you die or become Totally Disabled while actively employed as an eligible System Company employee in accordance with the requirements set forth in Subsection 2(a)(i)(A) and you have continuously satisfied the vesting criteria of Section 2(a)(i) through the date of your death or Total Disability, then any then-remaining restrictions immediately shall lapse as to % lift on all of the RESTRICTED STOCK UNITS then-outstanding Restricted Shares on which restrictions have not already lifted (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, well as dividends declared on the first anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”Restricted Shares), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date;. (ii) If you are demoted to a position below System Management ▇▇▇▇▇ ▇ and you thereafter remain a regular, full-time System Company employee until the RESTRICTED PERIOD immediately following Vesting Date, then you shall lapse as remain eligible to % vest, upon such Vesting Date, in a pro-rated portion of the RESTRICTED STOCK UNITS Restricted Shares on which restrictions were otherwise scheduled to lift on such immediately following Vesting Date (subject to adjustment as provided in Section 11(c) well as dividends declared on such pro-rated portion of the PLANRestricted Shares), which pro-rated vested portion shall be determined by multiplying (A) a fraction, the numerator of which shall be the number of days between (x) the immediately preceding Vesting Date or, if no Vesting Date has yet occurred, the Grant Date and such RESTRICTED STOCK UNITS (y) the date of your demotion, and the denominator of which shall become vestedbe 365 days, times (B) that number of Restricted Shares on which restrictions were otherwise scheduled to lift on the second anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date;immediately following Vesting Date. (iii) Except as provided below for an employee on an extended leave of absence bridge to Retirement under an approved severance program under the RESTRICTED PERIOD shall lapse as to % Entergy System Severance Pay Plan No. 537 or the Entergy System Severance Pay Plan No. 538, if you are on a leave of absence (whether paid or unpaid) approved by your System Company employer for reasons other than Total Disability or are a continuous part-time regular System Company employee participating in the Phased Retirement Program, you will be treated, solely for purposes of the RESTRICTED STOCK UNITS (subject Plan and this Agreement, as continuing to adjustment satisfy the requirements of Subsection 2(a)(i) while on such approved leave of absence or during such participation in the Phased Retirement Program, as provided applicable. If your System Company employment terminates during such approved leave of absence, the remaining provisions of this Section 2 shall apply as if you were actively employed by your System Company employer immediately prior to such termination event. If you are on an extended leave of absence bridge to Retirement under an approved severance program under the Entergy System Severance Plan Pay No. 537 or the Entergy System Severance Pay Plan No. 538, you will not be considered under the Plan or this Agreement to be a full-time employee or part-time System Company employee under the Phased Retirement Program during the extended leave of absence bridge period, and your System Company employment will be considered terminated for purposes of vesting in Section 11(c) the Restricted Shares under this Agreement as of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary commencement of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary your extended leave of the COMPANY on such date; andabsence bridge period. (iv) If you incur a CIC Separation from Service, then all restrictions imposed hereunder on the RESTRICTED PERIOD Restricted Shares (as well as dividends declared on the Restricted Shares), with the exception of those pursuant to Section 12(a), shall lapse lift effective as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) later of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on date your System Company employment is terminated or the fourth anniversary consummation of the “VESTING DATE”applicable Change in Control. If you incur a CIC Separation from Service following the occurrence of a Potential Change in Control and prior to the occurrence of a Change in Control then, provided notwithstanding anything herein to the PARTICIPANT contrary, the Restricted Shares on which restrictions have not already lifted shall remain outstanding and unvested and shall be cancelled and forfeited, if the restrictions have not lifted on such Restricted Shares, upon the earlier of (A) the date that is employed by ninety (90) days after the COMPANY date of your CIC Separation from Service or a subsidiary (B) the end of the COMPANY on such dateoriginal term of the Restricted Shares.

Restricted Period. Except as provided under Sections 3 and 4 (a) For a period of this AGREEMENTthree (3) years commencing on January 31, 2008 (the "Restricted Period"), the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK UNITS Shares shall become vested and no longer be subject to forfeiture the Restrictions and any other restrictions as set forth herein. Except as otherwise provided herein, the Restrictions shall lapse and expire as to the COMPANY shall Shares in accordance with the following schedule provided the Employee has been continuously employed by the Company from the Grant Date through the lapse according date: Lapse Date Cumulative Percentage of Total Number of Shares as to Which Forfeiture Restrictions Lapse First Anniversary of January 31, 2008 33-13% Second Anniversary of January 31, 2008 66-2/3% Third Anniversary of January 31, 2008 100% Continuous employment includes paid leaves of absence, but does not include unpaid leaves of absence. The Shares which are subject to the following schedule:Restrictions shall hereinafter be referred to as "Restricted Shares." The Shares which are no longer subject to the Restrictions as set forth above and in paragraphs (f) and (g) below shall hereinafter be referred to as "Transferable Shares." (ib) The Company shall effect the RESTRICTED PERIOD shall lapse as to % issuance of the RESTRICTED Shares out of authorized but unissued shares of Common Stock or out of treasury shares of Common Stock and shall also effect the issuance of a certificate or certificates for the Shares. Each certificate issued for Restricted Shares to the Employee shall be registered in Employee's name and shall be either deposited with the Secretary of the Company or its designee in an escrow account or held by the Secretary of the Company, at the election of the Company, together with stock powers or other instruments of transfer appropriately endorsed in blank by Employee (Employee hereby agreeing to execute such stock powers or other instruments of transfer as requested by the Company). Such certificate or certificates shall remain in such escrow account or with the Secretary of the Company until the corresponding Restricted Shares become Transferable Shares as set forth in paragraph (a) above or paragraphs (f) and (g) below. Certificates representing the Restricted Shares shall bear a legend in substantially the following form: "THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK UNITS REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE CALPINE CORPORATION 2008 EQUITY INCENTIVE PLAN AND AN AWARD AGREEMENT. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE AT THE OFFICES OF CALPINE CORPORATION, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. The Company may place appropriate stop transfer instructions with respect to the Restricted Shares with the transfer agent for the Common Stock. Upon Restricted Shares becoming Transferable Shares, the Company shall effect, in exchange for the legended certificates, the issuance and delivery of a certificate or certificates for such Shares to the Employee free of the legend set forth above. (c) The Employee shall, during the Restricted Period, have all of the other rights of a stockholder with respect to the Shares including, but not limited to, the right to receive dividends, if any, as may be declared on such Restricted Shares from time to time, and the right to vote (in person or by proxy) such Restricted Shares at any meeting of stockholders of the Company. Any shares of Common Stock received as a dividend on or in connection with a stock split of the Shares shall be subject to adjustment the same restrictions as provided the Shares underlying such shares of Common Stock received on account of such stock dividend or split. (d) The Restricted Shares and the right to vote the Restricted Shares and to receive dividends thereon, may not be sold, assigned, transferred, exchanged, pledged, hypothecated, or otherwise encumbered and no such sale, assignment, transfer, exchange, pledge, hypothecation, or encumbrance, whether made or created by voluntary act of Employee or any agent of Employee or by operation of law, shall be recognized by, or be binding upon, or shall in Section 11(cany manner affect the rights of, the Company or any agent or any custodian holding certificates for the Restricted Shares during the Restricted Period, unless the Restrictions have then expired pursuant to the provisions of paragraph (a) above or paragraphs (f) and (g) below. This provision shall not prohibit Employee from granting revocable proxies in customary form to vote the Shares. (e) If the status of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the first anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record employment (hereinafter referred to as "employment") of Employee with the “VESTING DATE”Company or its Affiliates (as defined in the Plan) shall terminate, prior to the expiration of the Restricted Period for any reason, then, in that event, any Restricted Shares outstanding shall thereupon be forfeited by Employee to the Company, without payment of any consideration or further consideration by the Company, and neither the Employee nor any successors, heirs, assigns or legal representatives of Employee shall thereafter have any further rights or interest in the Restricted Shares or certificates therefor, and Employee's name shall thereupon be deleted from the list of the Company's stockholders with respect to the Restricted Shares. (f) In the event the Employee's employment with the Company is terminated by reason of the death of the Employee at any time during the Restricted Period, all restrictions imposed on the Restricted Shares in accordance with the terms of the Plan and this Agreement shall lapse and the Restricted Shares shall thereby be Transferable Shares. (g) Upon the occurrence of a Change in Control (as defined in the Plan), provided any Restrictions on the PARTICIPANT is employed Restricted Shares set forth in this Agreement shall be deemed to have expired, and the Restricted Shares shall thereby be Transferable Shares. (h) If the employment of Employee with the Company shall terminate prior to the expiration of the Restricted Period, and there exists a dispute between Employee and the Company as to the satisfaction of the conditions to the release of the Shares from the Restrictions hereunder or the terms and conditions of the Grant, the Shares shall remain subject to the Restrictions until the resolution of such dispute, regardless of any intervening expiration of the Restricted Period, except that any dividends that may be payable to the holders of record of Common Stock as of a date during the period from termination of Employee's employment to the resolution of such dispute shall: (1) to the extent to which such dividends would have been payable to Employee on the Shares, be held by the COMPANY or a subsidiary Company as part of its general funds (unless such action would detrimentally affect Employee under Section 409A of the COMPANY on such date; (iiCode) and shall be paid to or for the RESTRICTED PERIOD shall lapse as to % account of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN)Employee only upon, and in the event of, a resolution of such RESTRICTED STOCK UNITS shall become vesteddispute in a manner favorable to Employee, on the second anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iv2) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN)be canceled upon, and in the event of, a resolution of such RESTRICTED STOCK UNITS shall become vested, on the fourth anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or dispute in a subsidiary of the COMPANY on such datemanner unfavorable to Employee.

Restricted Period. Except as provided under Sections 3 4 and 4 5 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK UNITS SHARES shall become vested and no longer be subject to forfeiture to the COMPANY COMPANY, shall lapse according to the following schedule: (i) the RESTRICTED PERIOD shall lapse as to ___% of the RESTRICTED STOCK UNITS SHARES (subject to adjustment as provided in Section 11(c) 3 of the PLANthis AGREEMENT), and such RESTRICTED STOCK UNITS SHARES shall become vested, on the first anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING GRANT DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to an additional ___% of the RESTRICTED STOCK UNITS SHARES (subject to adjustment as provided in Section 11(c) 3 of the PLANthis AGREEMENT), and such RESTRICTED STOCK UNITS SHARES shall become vested, on the second anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to an additional ___% of the RESTRICTED STOCK UNITS SHARES (subject to adjustment as provided in Section 11(c) 3 of the PLANthis AGREEMENT), and such RESTRICTED STOCK UNITS SHARES shall become vested, on the third anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to an additional ___% of the RESTRICTED STOCK UNITS SHARES (subject to adjustment as provided in Section 11(c) 3 of the PLANthis AGREEMENT), and such RESTRICTED STOCK UNITS SHARES shall become vested, on the fourth anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date.

Restricted Period. Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK UNITS shall become vested and no longer be subject to forfeiture to the COMPANY shall lapse according to the following schedule: (i) the RESTRICTED PERIOD shall lapse as to 33.3% of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the first anniversary of the “VESTING DATE”. The VESTING DATE shall be defined as the later of (1) the date for vesting which is approved by the Compensation Committee of the Board of Directors COMMITTEE and then recorded and communicated through the System of Record and which shall not be earlier than the GRANT DATE; or (hereinafter referred to as 2) the date on which PARTICIPANT signs the Non-Competition and Non-Solicitation Agreement for which all or part of the consideration is formed by the grant of the RESTRICTED STOCK UNITS covered by this AGREEMENT (the “VESTING DATENON-COMPETE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to 33.3% of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the second anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to 33.4% of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary or affiliate of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date.

Restricted Period. Except as provided under Sections 3 4 and 4 5 of this AGREEMENT, the period of restriction (the “"RESTRICTED PERIOD”"), after which the EARNED RESTRICTED STOCK UNITS SHARES shall become vested and no longer be subject to forfeiture to the COMPANY COMPANY, shall lapse according to the following schedule: (i) the RESTRICTED PERIOD shall lapse as to _____% of the EARNED RESTRICTED STOCK UNITS SHARES (subject to adjustment as provided in Section 11(c) 3 of the PLANthis AGREEMENT), and such EARNED RESTRICTED STOCK UNITS SHARES shall become vested, on the first ______ anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING CERTIFICATION DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to an additional _____% of the EARNED RESTRICTED STOCK UNITS SHARES (subject to adjustment as provided in Section 11(c) 3 of the PLANthis AGREEMENT), and such EARNED RESTRICTED STOCK UNITS SHARES shall become vested, on the second _______ anniversary of the “VESTING CERTIFICATION DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to an additional _____% of the EARNED RESTRICTED STOCK UNITS SHARES (subject to adjustment as provided in Section 11(c) 3 of the PLANthis AGREEMENT), and such EARNED RESTRICTED STOCK UNITS SHARES shall become vested, on the third ______ anniversary of the “VESTING CERTIFICATION DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to an additional _____% of the EARNED RESTRICTED STOCK UNITS SHARES (subject to adjustment as provided in Section 11(c) 3 of the PLANthis AGREEMENT), and such EARNED RESTRICTED STOCK UNITS SHARES shall become vested, on the fourth _______ anniversary of the “VESTING CERTIFICATION DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date.

Restricted Period. Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK UNITS shall become vested and no longer be subject to forfeiture to the COMPANY shall lapse according to the following schedule: (i) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the first anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING GRANT DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to an additional % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the second ___ anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to an additional % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third ___ anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to an additional % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth ___ anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date.

Restricted Period. (a) The actual number of RSUs that shall be eligible to become vested for the Performance Period, shall be based on (i) the level of achievement, as determined by the Committee, of the applicable performance measures set forth in Exhibit A hereto (each a “Performance Measure” and collectively, the “Performance Measures”); and (ii) the Participant remaining actively and continuously employed with (or providing services to) the Company or its Subsidiaries from the Grant Date through the end of the Restricted Period (the requirement in this clause (ii) referred to herein as, the “Service Requirement”). Except as otherwise provided under Sections 3 and 4 of in this AGREEMENTSection 3, the period “Restricted Period” for each installment of restriction RSUs set forth in the table immediately below (the “RESTRICTED PERIODInstallment”) shall begin on the Grant Date and end as of the date described in the schedule set forth in the table immediately below: [RSUs eligible to be earned and vested in accordance with the terms and conditions of this Award Agreement] [Settlement Date (defined in Section 4(a) below)] Set forth on Exhibit A (b) Notwithstanding the foregoing provisions of Section 3(a) above, after which if the RESTRICTED STOCK UNITS shall become vested and no longer be subject to forfeiture Participant incurs a Termination of Service due to the COMPANY shall lapse according to the following scheduleParticipant’s Disability, death, or Retirement: (i) on or prior to the RESTRICTED PERIOD shall lapse as to % last day of the RESTRICTED STOCK UNITS (subject to adjustment Performance Period, the Restricted Period shall cease as provided of such Termination of Service and the Participant shall become vested upon such Termination of Service in Section 11(c) a pro rata portion of the PLAN)RSUs equal to (1) the number of RSUs that are earned, if any, based on the actual attainment of the Performance Measures determined as of the end of the month immediately preceding such Termination of Service, multiplied by (2) a fraction, the numerator of which shall equal the number of days during the Performance Period preceding, and such RESTRICTED STOCK UNITS shall become vestedincluding, on the first anniversary date of the date Participant’s Termination of Service, and the denominator of which is approved by shall equal the Compensation Committee total number of days in the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date;Performance Period; or (ii) following the RESTRICTED PERIOD shall lapse as to % end of the RESTRICTED STOCK UNITS (subject Performance Period and prior to adjustment the Settlement Date, the Restricted Period shall cease as provided of such Termination of Service and the Participant shall become vested in the number of RSUs, if any, based on the actual attainment of the Performance Measures for such completed Performance Period and shall be settled in the ordinary course as described in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the second anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth anniversary of the “VESTING DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date4.

Restricted Period. Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK UNITS shall become vested and no longer be subject to forfeiture to the COMPANY shall lapse according to the following schedule: (i) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the first anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING GRANT DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to an additional % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the second anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to an additional % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to an additional % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date.

Restricted Period. Except as provided under Sections 3 and 4 of this AGREEMENT, the period of restriction (the “RESTRICTED PERIOD”), after which the RESTRICTED STOCK UNITS shall become vested and no longer be subject to forfeiture to the COMPANY shall lapse according to the following schedule: (i) the RESTRICTED PERIOD shall lapse as to % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the first anniversary of the date which is approved by the Compensation Committee of the Board of Directors then recorded and communicated through the System of Record (hereinafter referred to as the “VESTING GRANT DATE”), provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (ii) the RESTRICTED PERIOD shall lapse as to an additional % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the second ___anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; (iii) the RESTRICTED PERIOD shall lapse as to an additional % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the third anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date; and (iv) the RESTRICTED PERIOD shall lapse as to an additional % of the RESTRICTED STOCK UNITS (subject to adjustment as provided in Section 11(c) of the PLAN), and such RESTRICTED STOCK UNITS shall become vested, on the fourth ___anniversary of the “VESTING GRANT DATE”, provided the PARTICIPANT is employed by the COMPANY or a subsidiary of the COMPANY on such date.