Common use of Restricted Stock Units Clause in Contracts

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee _____ restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultantsor Consultants or Non-Employee Directors, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultantsor Consultants or Non-Employee Directors, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee _____ restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

Restricted Stock Units. Subject At the Effective Time, each RSU that is outstanding immediately prior to the Effective Time and which by its terms would vest before the calendar year or in the calendar year in which the Effective Time occurs shall be cancelled and the holder thereof shall then become entitled to receive, in full satisfaction of such holder’s rights with respect thereto, a lump-sum cash payment equal to the product of (i) the number of shares of Company Common Stock subject to such cancelled RSU immediately prior to the Effective Time and (ii) the Merger Consideration. As of the Effective Time, all Accumulated Dividends, if any, accrued but unpaid with respect to such cancelled RSUs shall, by virtue of the Merger and without any action on the part of a holder thereof, automatically become fully vested and be paid to such holder. At the Effective Time, each RSU that is outstanding immediately prior to the Effective Time and which by its terms would vest in any calendar year following the calendar year in which the Effective Time occurs will be adjusted as necessary to provide that, at the Effective Time, each such RSU shall be converted into a restricted stock unit award, on the same terms and conditions as were applicable under such RSU immediately prior to the Effective Time (including with respect to vesting, treatment upon employment termination, etc.), with respect to a number of shares of common stock of Parent determined by multiplying the number of shares of Company Common Stock subject to such RSU immediately prior to the Effective Time by the Exchange Ratio, rounded up to the nearest whole share (a “Converted RSU”), and each such Converted RSU shall not be accelerated except as provided in the original related RSU agreement issued by the Company (the “RSU Agreement”). At the Effective Time, Parent shall assume all obligations of the Company with respect to the Company Stock Plans and each outstanding Converted RSU and the RSU Agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the holders of Converted RSUs appropriate notices setting forth such holders’ rights, and the RSU Agreements evidencing the grants of such Converted RSUs shall continue in effect on the same terms and conditions (subject to the adjustments required by this Section 2.3 after giving effect to the Merger). The Converted RSUs will be settled in shares of common stock of Parent, which will not be subject to any Canadian hold period and may be resold by the holder of the Converted RSU on the TSX without any applicable U.S. restricted period having elapsed, or cash, as determined by Parent, and Parent shall take all corporate action necessary to effectuate the foregoing. Notwithstanding the foregoing, and for the purpose of clarity, it is understood by Parent, the Company and the Surviving Corporation that the Converted RSUs shall be awarded and issued under Parent’s equity-based long-term incentive compensation plan (the “Parent LTIP”). For the avoidance of doubt, the terms and conditions provided applicable to such Converted RSUs shall be the same as the terms and conditions set forth in this Agreement the Company Stock Plans and the PlanRSU Agreements pursuant to which such Converted RSUs were granted, notwithstanding that the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units Converted RSUs will be subject to issued under the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this AgreementParent LTIP.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee under Section 10 of the Plan ____ restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, including no dividend rights and no voting rights rights, with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultantsor Non-Employee Directors, including any applicable “blackout” blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to the Restrictive Covenants specified in Section 7 of this Agreement and any recoupment or “clawback” policy Clawback Policy in effect on the Grant Date or as adopted following the Grant Date to comply with applicable law, including the forfeiture and clawback rights specified in Section 6 of the Companythis Agreement, regardless of whether such recoupment or “clawback” policy Clawback Policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 8 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement except as otherwise provided in Sections 6 and 7 of this Agreement.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee _____ restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

Restricted Stock Units. Subject (a) Each B&W Legacy Award Holder and each grantee under any of the MII Legacy Equity Plans who will be a B&W Employee and (in either case) who holds, as of the Distribution Date, one or more MII RSUs shall receive, on the last to occur of the terms and conditions provided in this Agreement Distribution Date and the PlanRegistration Statement Effectiveness Date, the Company hereby grants to the Grantee as a replacement award in substitution for each such MII RSU (which shall be cancelled), a number of restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to and payable in shares of B&W Common Stock or (if, but only if, provided for under the Restricted Stock Units or terms of the Shares underlying applicable MII RSU) cash (“Replacement B&W RSUs”) under the Restricted Stock Units unless and until B&W New Equity Plan having a value immediately after the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered Distribution Date equal to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant value of the Restricted shares of MII Common Stock Unitssubject to the MII RSU (calculated using the Pre-Distribution MII Share Price), as calculated pursuant to the following provisions. The Grantee acknowledges In each case, the number of Replacement B&W RSUs shall be equal to (x) divided by (y), where (x) is the Pre-Distribution MII Share Price multiplied by the number of MII RSUs that are being cancelled and agrees that replaced pursuant to this Section 3.3(a), and (y) is the Post-Distribution B&W Share Price, with the resulting number of Replacement B&W RSUs being rounded up or down to the nearest whole unit. B&W shall be responsible for (i) the Restricted satisfaction of all tax reporting and withholding requirements in respect of the distribution of B&W Common Stock Units to B&W Legacy Award Holders and related rights are nontransferable B&W Employees and the vesting of Replacement B&W RSUs and (ii) remitting the appropriate tax or withholding amounts to the appropriate taxing authorities in respect of the distribution and vesting of all such restricted stock units. Except as provided in Section 5 the foregoing provisions of this AgreementSection 3.3(a), Replacement B&W RSUs shall be granted on terms which are in all material respects identical (iiincluding with respect to vesting) to the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement terms of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in MII RSUs which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreementthey replace.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee under Section 10 of the Plan restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, including no dividend rights and no voting rights rights, with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultantsor Non-Employee Directors, including any applicable “blackout” blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to the Restrictive Covenants specified in Section 7 of this Agreement and any recoupment or “clawback” policy Clawback Policy in effect on the Grant Date or as adopted following the Grant Date to comply with applicable law, including the forfeiture and clawback rights specified in Section 6 of the Companythis Agreement, regardless of whether such recoupment or “clawback” policy Clawback Policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 8 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement except as otherwise provided in Sections 6 and 7 of this Agreement.

Restricted Stock Units. Subject At the Effective Time, each Company Restricted Stock Unit and each Company Performance Stock Unit that is outstanding immediately prior to the terms Effective Time and conditions provided in this Agreement is held by a Continuing Service Provider and the Planthat is solely subject to time-based vesting, the or with respect to Company hereby grants to the Grantee restricted stock units (the “Restricted Performance Stock Units”) , that convert into awards as of the Grant Date. Each Restricted Stock Unit represents Effective Time that are solely subject to time-based vesting following the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable Closing as determined in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder 2.7(d)(ii) of the CompanyCompany Disclosure Letter, no dividend rights and no voting rights with respect whether or not then vested or issuable (each, an “Assumed Unit”), shall be assumed by Parent; provided, however, that each Assumed Unit shall be converted into an award to receive that number of shares of Parent Class A Common Stock equal to the Restricted product obtained by multiplying (A) the number of shares of Company Common Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and subject to such Shares are delivered Assumed Unit immediately prior to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that Effective Time by (iB) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 Option Exchange Ratio, with the resulting number rounded down to the nearest whole share of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Parent Class A Common Stock delivered in settlement of the Restricted Stock Units will Stock. Each Assumed Unit shall otherwise be subject to the Company’s policies regulating trading same terms and conditions (including as to vesting and issuance) as were applicable under the respective Company Restricted Stock Unit immediately prior to the Effective Time. Each Company Restricted Stock Unit and each Company Performance Stock Unit that is outstanding immediately prior to the Effective Time and is held by Employees a Person that is not a Continuing Service Provider shall not be assumed by Parent and Consultantsby virtue of the Merger and without any further action on the part of Parent, including any applicable “blackout” Merger Sub One, Merger Sub Two, the Company or other designated periods in which sales the holder thereof, shall be cancelled for no consideration and shall have no further effect following the Effective Time. The Company shall take all actions reasonably necessary to cause each Company Restricted Stock Unit and each Company Performance Stock Unit held by a Person that is not a Continuing Service Provider to be cancelled and terminated as of Shares are not permittedthe Effective Time, (iv) Shares delivered in settlement either pursuant to its terms or pursuant to an agreement with the holder thereof. For purposes of clarification, the number of Company Performance Stock Units that will be subject to any recoupment or “clawback” policy considered Assumed Units will be calculated as set forth in Section 2.7(d)(ii) of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, Company Disclosure Letter and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted all other Company Performance Stock Units becomes vested and non-forfeitable shall be determined in accordance with cancelled for no consideration and shall have no further effect following the provisions of Sections 2 and 3 of this AgreementEffective Time.

Restricted Stock Units. Subject (a) Each unvested CHK RSU (that will not become vested as of the Distribution Date) under any of the CHK Legacy Equity Plans held by a SSE Employee as of the Distribution Date shall receive, effective as of the last to occur of the Distribution Date and the Registration Statement Effectiveness Date, a replacement award in substitution for each such CHK RSU (which shall be cancelled) for a SSE RSU under the SSE Equity Plan (each a “Replacement SSE RSU”) having a value (calculated using the SSE Share Price) equal to the terms and conditions provided in this Agreement value of the CHK RSU (calculated using the Pre-Distribution CHK Share Price) and the Plan, value of the Company hereby grants to SSE Common Stock dividend (calculated using the Grantee SSE Share Price). In each case the number of restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to and payable in shares of SSE Common Stock or (if, but only if, provided for under the Restricted Stock Units or terms of the Shares underlying applicable CHK RSU) cash under the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered Replacement SSE RSU shall be equal to the Grantee in accordance with Section 4 result of this Agreement. The Grantee ((X) multiplied by (Y)) divided by (Z), where “X” is required equal to pay no cash consideration for the grant Pre-Distribution CHK Share Price, “Y” is equal to (A) plus (B), where “A” is equal to the result of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted number of restricted shares of CHK Common Stock Units subject to the CHK RSU being cancelled and related rights are nontransferable as provided in replaced pursuant to this Section 5 of this Agreement3.3(a), multiplied by (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, Distribution Ratio multiplied by (iii) sales the SSE Share Price, the product of Shares (i)-(iii) is then divided by the Post-Distribution CHK Share Price and “B” is the number of restricted shares of CHK Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees CHK RSU being cancelled and Consultantsreplaced pursuant to this Section 3.3(a) and “Z” is the SSE Share Price, including any applicable “blackout” with the resulting number being rounded down to the nearest whole unit. SSE (or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment one or “clawback” policy more of the CompanySSE Subsidiaries, regardless as designated by SSE) shall be responsible for (i) the satisfaction of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, all tax reporting and withholding requirements in respect of the Replacement SSE RSUs and (vii) any entitlement remitting the appropriate tax or withholding amounts to dividend equivalents will be the appropriate taxing authorities in accordance with Section 7 respect of the distribution and vesting of all such restricted stock units. Except as provided in the foregoing provisions of this Agreement. The extent Section 3.3(a), each Replacement SSE RSU shall retain terms which are in all material respects identical (including with respect to which vesting) to the Grantee’s rights and interest in terms of the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with original award of the provisions of Sections 2 and 3 of this Agreementcorresponding CHK RSUs that was replaced by the Replacement SSE RSUs.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee Each award of restricted stock units (the “Restricted Stock UnitsCompany RSUs”) as of the Grant Date. Each Restricted Stock Unit represents representing the right to receive a one Share for each Company RSU granted under any Company Stock Plan that is outstanding immediately prior to the Effective Time (but excluding, for the avoidance of Common Stock if the Restricted Stock Unit doubt, any Company RSU that becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder result of the Companyconsummation of the Merger and is settled in Shares that, no dividend rights in turn, converts into the right to receive the Merger Consideration pursuant to Section 2.1(a)) and no voting is held by a person providing services to the Company or its Subsidiary immediately prior to the Effective Time shall be converted into and become rights with respect to Parent Common Stock, and Parent shall assume the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee Company RSUs, in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant terms of the Restricted Company Stock Units. The Grantee acknowledges Plans and/or restricted stock unit agreement by which each Company RSU is evidenced, except that from and agrees that after the Effective Time, (i) Parent and the Restricted Parent Compensation Committee shall be substituted for Company and the compensation committee of the Company Board administering such Company Stock Units and related rights are nontransferable as provided in Section 5 of this AgreementPlans, (ii) the Restricted Stock Units are subject Company RSUs assumed by Parent shall represent the right to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 receive shares of this Agreement, (iii) sales of Shares of Parent Common Stock delivered in (or cash, if so provided under the terms of such Company RSU or required under applicable Law) upon settlement of the Restricted Stock Units will be subject such Company RSU promptly after vesting (except to the Company’s policies regulating trading by Employees and Consultantsextent the terms of the applicable restricted stock unit agreement provide for deferred settlement, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in case settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will shall be in accordance with Section 7 the specified terms) and (iii) the number of this Agreementshares of Parent Common Stock subject to each award of Company RSUs shall be equal to the number of Shares subject to such award immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share, and in any event Parent shall convert any remaining fractional share into the right to receive cash based on the Parent Closing Price (except that in no event shall any vesting restrictions applicable to a Company RSU be accelerated unless so provided under the terms of such Company RSU or other Company Plan). The extent to which For avoidance of doubt, any market stock units granted by the Grantee’s rights and interest Company will be included in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions definition of Sections 2 and 3 of this Agreement“Company RSUs”.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee under Section 10 of the Plan restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, including no dividend rights and no voting rights rights, with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and ConsultantsEmployees, including any applicable “blackout” blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to the Restrictive Covenants specified in Section 7 of this Agreement and any recoupment or “clawback” policy Clawback Policy in effect on the Grant Date or as adopted following the Grant Date to comply with applicable law, including the forfeiture and clawback rights specified in Section 6 of the Companythis Agreement, regardless of whether such recoupment or “clawback” policy Clawback Policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 8 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement except as otherwise provided in Sections 6 and 7 of this Agreement.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee under Section 10 of the Plan [_____] restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, including no dividend rights and no voting rights rights, with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultantsor Non-Employee Directors, including any applicable “blackout” blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to the Restrictive Covenants specified in Section 7 of this Agreement and any recoupment or “clawback” policy Clawback Policy in effect on the Grant Date or as adopted following the Grant Date to comply with applicable law, including the forfeiture and clawback rights specified in Section 6 of the Companythis Agreement, regardless of whether such recoupment or “clawback” policy Clawback Policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 8 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement except as otherwise provided in Sections 6 and 7 of this Agreement.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee under Section 10 of the Plan restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and ConsultantsEmployees, including any applicable “blackout” blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to the Restrictive Covenants specified in Section 7 of this Agreement and any recoupment or “clawback” policy Clawback Policy, including the forfeiture and clawback rights specified in Section 6 of the Companythis Agreement, regardless of whether such recoupment or “clawback” policy Clawback Policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 8 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement except as otherwise provided in Sections 6 and 7 of this Agreement.

Restricted Stock Units. Subject to At various times during the terms and conditions provided in this Agreement and the Planterm of Executive’s employment, the Company hereby grants granted Executive certain Liquidity Contingent Restricted Stock Units (“RSUs”) pursuant to its 2014 Stock Incentive Plan and applicable Restricted Stock Unit Award Agreements, which plan and agreements shall continue to govern the treatment and disposition of Executive’s RSU awards as described herein. As summarized in Exhibit B hereto: (a) Executive has service-vested in 70,000 RSUs that are not subject to the Grantee restricted stock units (claw-back provision set forth in the “2014 Stock Incentive Plan and Restricted Stock Units”Unit Award Agreements, and (b) as of the Grant Termination Date. Each , Executive will have service-vested in an additional 87,500 RSUs that are subject to the claw-back provision set forth in the 2014 Stock Incentive Plan and Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested Award Agreements. Executive agrees and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the vesting of the RSUs is subject to two conditions, i.e., the completion of a time based service-vesting schedule and the occurrence of a liquidity event as defined by the Board of Directors for purposes of such RSUs (“Liquidity Event”) before the expiration of the remaining term of the RSUs or such earlier expiration date following termination of employment as may be specified in a claw-back provision in the applicable Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Unit Award Agreement, (ii) none of the Restricted Stock Units are subject to forfeiture in RSUs have vested as of the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this AgreementTermination Date, (iii) sales of Shares of Common Stock delivered in settlement Executive will forfeit as of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees Termination Date all RSUs that have not service-vested as of such date, and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement Executive will be subject forfeit all service-vested RSUs if the Company does not have a Liquidity Event before the applicable expiration date. Executive further agrees and acknowledges that he is not entitled to any recoupment common shares or “clawback” policy other securities of the Company, regardless Company (other than pursuant to those RSUs in which he has service-vested as of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, the Termination Date as summarized in Exhibit B hereto if and (v) any entitlement only to dividend equivalents will be in accordance with Section 7 of this Agreement. The the extent to which they become vested upon a Liquidity Event before the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreementapplicable expiration date as described above).

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee under Section 10 of the Plan restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultantsor Non-Employee Directors, including any applicable “blackout” blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to the Restrictive Covenants specified in Section 7 of this Agreement and any recoupment or “clawback” policy Clawback Policy, including the forfeiture and clawback rights specified in Section 6 of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effectthis Agreement, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 8 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement except as otherwise provided in Sections 6 and 7 of this Agreement.

Restricted Stock Units. Subject At the Effective Time, each Company RSU that is outstanding and unvested immediately prior to the terms and conditions provided in this Agreement and Effective Time (after giving effect to any vesting that is contingent upon the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as completion of the Grant Date. Each Restricted Stock Unit represents the Merger) shall be converted into and become a right to receive a Share of restricted stock unit with respect to Parent Common Stock if the Restricted Stock Unit becomes vested Stock, and non-forfeitable Parent shall assume such Company RSU award converted as provided below in accordance with Section 2 or Section 3 substantially the same terms as those of the applicable Company RSU award and the agreement by which such Company RSU award is evidenced, as in effect as of the date of this AgreementAgreement (all outstanding Company RSUs that are assumed pursuant to this Section 2.1(d)(ii) are hereafter referred to as “Assumed RSUs”). The Grantee All rights to receive Shares under Assumed RSUs shall have no thereupon be converted into rights to receive restricted stock units with respect to Parent Common Stock. Accordingly, from and after the Effective Time: (A) each Assumed RSU award may be settled solely in shares of Parent Common Stock; (B) the number of shares of Parent Common Stock subject to each Assumed RSU award shall be determined by multiplying the number of Shares that were subject to such Assumed RSU award immediately prior to the Effective Time by the Conversion Ratio (as defined in Section 2.1(d)(i)), and rounding the resulting number down to the nearest whole number of shares of Parent Common Stock; and (C) any performance and employment conditions and restrictions on the receipt of any Assumed RSUs shall continue in full force and effect and the term, vesting schedule and other provisions of such Assumed RSUs shall otherwise remain unchanged as a stockholder result of the assumption of such Assumed RSUs; provided, however, that: (1) each Assumed RSU award shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, issuance of bonus shares, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Parent Common Stock subsequent to the Effective Time; (2) the compensation committee of Parent’s board of directors shall succeed to the authority and responsibility of the Company, no dividend rights and no voting rights ’s board of directors or any committee thereof with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless each Assumed RSU award; and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i3) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will each Assumed RSU award shall be subject to the Companyadministrative procedures consistent with those in effect under Parent’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreementequity compensation plan.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee ( ) restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a the underlying Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units Units, unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status Service as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultantsor Consultants or Non-Employee Directors, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

Restricted Stock Units. Subject to If Employee executes and does not revoke the terms and conditions provided in this Agreement and Second Release, immediately following the Planeffective date of the Second Release, the Company hereby grants to the Grantee restricted stock units (the “7,576 Restricted Stock Units”) as of Units that otherwise would be unvested on the Grant DateSeparation Date shall automatically vest. Each Restricted Stock Unit represents the right to receive a Share The shares of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder for all of the Company, no dividend rights and no voting rights with respect to the foregoing Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered shall be issued to the Grantee in accordance with Section 4 Employee as soon as practicable after the effective date of this Agreementthe Second Release. The Grantee is required to pay no cash consideration Company shall provide for the grant all tax payments under Section 5 of the Restricted Stock UnitsAgreement by share withholding, unless the Employee provides written notice to the Company at its address above, attention Chief Legal Officer, no later than August 1, 2015, that the Employee wishes to make other arrangements for the satisfaction of such tax payments; The adequacy of the consideration for this Agreement (the “Salary Continuation”) as well as the adequacy of the consideration to be given in exchange for the Second Release (the “Retirement Benefits”) is hereby acknowledged. The Grantee acknowledges and Employee agrees that (i) he is not otherwise entitled to the Restricted Stock Units Salary Continuation and related rights are nontransferable Retirement Benefits and acknowledges that, except as expressly provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee he will not receive any additional severance or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement benefits. Payment of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable Salary Continuation shall be determined made in accordance with the provisions normal payroll schedule of Sections 2 RE/MAX, LLC beginning with the first regularly scheduled pay date following the Effective Date. RE/MAX shall treat such payment(s) as income to Employee from which ordinary federal, state and 3 local withholding and taxes shall be deducted. Employee will indemnify and hold RE/MAX harmless from any cost, liability or expense, including reasonable attorney’s fees, arising from the taxation, if any, of any amounts received by Employee pursuant to this Agreement, including but not limited to any penalties or administrative expenses. PLEASE READ CAREFULLY. THESE SECTIONS INCLUDE A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Restricted Stock Units. Subject At the First Effective Time, each restricted stock unit granted under the Company Stock Plans (a “Company RSU”) that is outstanding and unvested immediately prior to the terms and conditions provided in this Agreement and First Effective Time (after giving effect to any vesting that is contingent upon the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as completion of the Grant Date. Each Restricted Stock Unit represents the Mergers) shall be converted into and become a right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested restricted stock unit with respect to Parent QVC Series A Stock, and non-forfeitable Parent shall assume such Company RSU award converted as provided below in accordance with Section 2 or Section 3 substantially the same terms as those of the applicable Company RSU award and the agreement by which such Company RSU award is evidenced, as in effect as of the date of this AgreementAgreement (all outstanding Company RSUs that are assumed pursuant to this Section 2.1(f)(ii) are hereafter referred to as “Assumed RSUs”). The Grantee All rights to receive shares of Company Common Stock under Assumed RSUs shall have no thereupon be converted into rights as a stockholder of the Company, no dividend rights and no voting rights to receive restricted stock units with respect to Parent QVC Series A Stock. Accordingly, from and after the Restricted First Effective Time: (A) each Assumed RSU award may be settled solely in shares of Parent QVC Series A Stock; (B) the number of shares of Parent QVC Series A Stock Units or subject to each Assumed RSU award shall be determined by multiplying the Shares underlying the Restricted number of shares of Company Common Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and that were subject to such Shares are delivered Assumed RSU award immediately prior to the Grantee First Effective Time by the Conversion Ratio (as defined in Section 2.1(f)(i)), and rounding the resulting number down to the nearest whole number of shares of Parent QVC Series A Stock; and (C) any performance and employment conditions and restrictions on the receipt of any Assumed RSUs shall continue in full force and effect and the term, vesting schedule and other provisions of such Assumed RSUs shall otherwise remain unchanged as a result of the assumption of such Assumed RSUs; provided, however, that: (1) each Assumed RSU award shall, in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreementits terms, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultantsfurther adjustment as appropriate to reflect any stock split, including any applicable “blackout” division or subdivision of shares, stock dividend, issuance of bonus shares, reverse stock split, consolidation of shares, reclassification, recapitalization or other designated periods in which sales similar transaction with respect to Parent QVC Series A Stock subsequent to the First Effective Time; (2) the compensation committee of Shares are not permitted, the Parent Board shall succeed to the authority and responsibility of the Company Board or any committee thereof with respect to each Assumed RSU award; and (iv3) Shares delivered in settlement will each Assumed RSU award shall be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied administrative procedures consistent with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be those in accordance with Section 7 of this Agreement. The extent to which the Granteeeffect under Parent’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreementequity compensation plan.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee Five Thousand Eight Hundred (5,800) restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultantsor Consultants or Non-Employee Directors, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultantsor Non-Employee Directors, including any applicable “blackout” blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy Clawback Policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee _____ restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and or Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

Restricted Stock Units. Subject to the approval of the Company’s Board of Directors or its Compensation Committee, you will be granted an award of 950,000 Restricted Stock Units (the “RSUs”). The RSUs will be subject to the terms and conditions provided in this Agreement and of the Plan, the Company hereby grants to the Grantee restricted stock units Company’s 2012 Stock Plan (the “Restricted Stock UnitsPlan”) as and a notice of restricted stock unit award and restricted stock unit agreement (collectively, the Grant Date“RSU Award Agreement”). Each Restricted Stock Unit represents As will be more fully described in the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this RSU Award Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units RSUs will be subject to vesting based on the satisfaction of two conditions: (i) a time-based service requirement, and (ii) a liquidity event requirement. In addition, in order for the RSUs (or a portion thereof) to vest, both conditions must be satisfied prior to the earlier of: (1) the second anniversary of the date on which your service terminates for any reason; and (2) the seventh anniversary of the date of grant. As will be more fully described in the RSU Award Agreement: (A) the time-based requirement will be satisfied with respect to (x) all of the Initial Installment RSUs if you remain in continuous service with the Company through the Initial Quarterly Installment Date, and (y) one-twelfth (1/12) of the Subsequent Installment RSUs will satisfy the time-based requirement if you remain in continuous service with the Company through each of the next twelve successive Quarterly Installment Dates after the Initial Quarterly Installment Date; and (B) the liquidity event will be satisfied upon either the consummation of an Initial Public Offering of the Company’s policies regulating trading by Employees and Consultants, including any applicable common stock or a Change in Control (as defined in your RSU Award Agreement). The “blackoutInitial Installment RSUs” or other designated periods in which sales shall equal the product of Shares are not permitted, (iv) Shares delivered in settlement will be one forty-eighth of the total number of RSUs subject to any recoupment or “clawback” policy your award multiplied by each full calendar month of service you complete with the CompanyCompany beginning on your vesting commencement date (as set forth in the RSU Award Agreement) through the Initial Quarterly Installment Date (and, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 for purposes of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.determination, the

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee under Section 10 of the Plan _____ restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, including no dividend rights and no voting rights rights, with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultantsor Non-Employee Directors, including any applicable “blackout” blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to the Restrictive Covenants specified in Section 7 of this Agreement and any recoupment or “clawback” policy Clawback Policy in effect on the Grant Date or as adopted following the Grant Date to comply with applicable law, including the forfeiture and clawback rights specified in Section 6 of the Companythis Agreement, regardless of whether such recoupment or “clawback” policy Clawback Policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 8 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement, except as otherwise provided in Sections 6 and 7 of this Agreement.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee _____ restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

Restricted Stock Units. Subject With respect to any Restricted Stock Units that vested within the one (1) year period prior to the date of such violation of any Restrictive Covenant or commission of an act of theft, embezzlement or fraud, the Participant shall pay the Company, within forty-five (45) calendar days of receipt by the Participant of a written demand therefor, or pursuant to such other time frame as the Company, in its sole discretion, agrees to in writing with the Participant, an amount in cash determined by multiplying the number of such Restricted Stock Units by the Fair Market Value of a Share on the date of such vesting. (c) Injunctive Action. The Participant acknowledges that if he or she violates the terms and conditions provided in of Sections 6 or 7, the injury that would be suffered by the Company and/or a Subsidiary as a result of a breach of the provisions of this Agreement (including any Restrictive Covenant described in Section 6 or provision of Section 7(b)) would be irreparable and that an award of monetary damages to the PlanCompany and/or a Subsidiary for such a breach would be an inadequate remedy. Consequently, the Company hereby grants and/or a Subsidiary will have the right, in addition to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents any other rights it may have, including the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested forfeiture and non-forfeitable in accordance with Section 2 or Section 3 of clawback under this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units obtain injunctive relief to restrain any breach or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered threatened breach or otherwise to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 specifically enforce any provision of this Agreement, (ii) and the Restricted Stock Units are subject Company and/or a Subsidiary will not be obligated to forfeiture post bond or other security in seeking such relief. Without limiting the event Company’s or Subsidiary’s rights under this Section 7 or any other remedies of the Grantee’s Continuous Status as an Employee Company or Consultant or Non-Employee Director terminates in certain circumstancesa Subsidiary, as specified if the Participant breaches any Restrictive Covenant described in Section 6 or the provisions of this AgreementSection 7(b), (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units Company will be subject have the right to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of cancel this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.(d)

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultantsor Consultants or Non-Employee Directors, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.or

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement Plan and the Plan, the Company hereby grants PRGX Performance-Based Restricted Stock Unit Agreement for Employees to the Grantee restricted stock units which this Exhibit A is attached (the “Agreement”), the Performance-Based Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes Units shall become vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights payable with respect to that percentage of the Performance-Based Restricted Stock Units or that correlates to the Shares underlying Cumulative Adjusted EBITDA achieved by PRGX for the Cumulative Performance Period as set forth in the chart below, provided the Participant remains employed continuously with PRGX from the Grant Date through the last day of the Cumulative Performance Period (except as otherwise provided in the Agreement). Notwithstanding the foregoing, however, (i) none of the Performance-Based Restricted Stock Units unless and until the Restricted Stock Units shall become vested and non-forfeitable and such Shares are delivered to payable if the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration Cumulative Adjusted EBITDA achieved by PRGX for the grant of Cumulative Performance Period does not equal or exceed the Restricted Stock Units. The Grantee acknowledges and agrees that (i) Threshold Cumulative Adjusted EBITDA set forth in the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreementchart below, (ii) the percentage of the Performance-Based Restricted Stock Units are subject to forfeiture that may become vested and payable may not in any event exceed two hundred percent (200%) of the Performance-Based Restricted Stock Units, so if the Cumulative Adjusted EBITDA achieved by PRGX for the Cumulative Performance Period exceeds the Maximum Cumulative Adjusted EBITDA set forth in the event chart below, the Grantee’s Continuous Status as an Employee or Consultant or Nonpercentage of the Performance-Employee Director terminates in certain circumstancesBased Restricted Stock Units that shall become vested and payable shall be limited to two hundred percent (200%) of the Performance-Based Restricted Stock Units, as specified in Section 6 of this Agreement, and (iii) sales of Shares of Common Stock delivered in settlement to the extent the Cumulative Adjusted EBITDA achieved by PRGX for the Cumulative Performance Period falls between the Threshold Cumulative Adjusted EBITDA and the Target Cumulative Adjusted EBITDA or between the Target Cumulative Adjusted EBITDA and the Maximum Cumulative Adjusted EBITDA, the percentage of the Performance-Based Restricted Stock Units will that shall become vested and payable for the Cumulative Performance Period shall be subject to determined by straight-line interpolation between the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest percentages set forth in the chart below. Vesting Percentage Chart Cumulative Adjusted EBITDA Achieved for the Cumulative Performance Period Percentage of Performance-Based Restricted Stock Units becomes vested to Become Vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 Payable Threshold 35% Target 100% Maximum 200% For purposes of this Agreement.Exhibit A, the following terms shall have the meanings set forth below:

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement The Company and the Plan, the Company Executive hereby grants to the Grantee acknowledge that restricted stock units payable in shares of Common Stock of USCC (the “Restricted Stock Units”) as have heretofore been granted to the Executive pursuant to the Plan. Under the terms of the Grant Date. Each award agreements with respect to such Restricted Stock Units, in certain circumstances any such Restricted Stock Unit represents that is unvested upon the right to receive Executive’s termination of employment shall be forfeited. In recognition of the possibility of such forfeiture, the Company hereby agrees that if the Executive’s employment with the Company is terminated in a Share Qualifying Termination, and if as a result of Common Stock if such termination any of the Restricted Stock Unit becomes Units identified in Exhibit B to this Agreement is forfeited (the “Forfeited Restricted Stock Units”), as soon as administratively practicable after each date any such Forfeited Restricted Stock Units would have become vested and non-forfeitable had the Executive remained continuously in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder the employ of the CompanyCompany until such date (the “Vesting Date”), no dividend rights and no voting rights with respect the Company shall pay the Executive a lump sum cash payment equal to the Fair Market Value (as defined in the Plan) on the Vesting Date of the Common Stock of USCC subject to the Restricted Stock Units or the Shares underlying that would have become vested on such date had the Restricted Stock Units unless and until not been forfeited. Notwithstanding any other provision herein, the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered calculation of any lump sum payable to the Grantee Executive pursuant to this Section 2(b) shall be adjusted by the Company in accordance with Section 4 of this Agreement. The Grantee is required good faith to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject reflect any capital adjustment applicable to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares all holders of Common Stock delivered in settlement of the Restricted Stock Units will be subject that occurs prior to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this AgreementVesting Date.

Restricted Stock Units. Subject The Company shall take such action as shall be required so that each holder of restricted stock units under the Company Incentive Plan ( “Restricted Stock Units” and the holder an “RSU Holder”) shall be entitled to receive, in full satisfaction of the rights of such holder with respect to such Restricted Stock Units, a sum, without interest, equal to (i) the product of (A) the number of shares of Company Common Stock covered by such Restricted Stock Units (the “RSU Number”) and (B) the Per Share Amount; less (ii) the product of (A) the RSU Number and (B) the Per Share Escrow Amount; less (iii) the product of (A) the RSU Number and (B) the Per Share Administrative Expense Amount; plus (iv) any cash disbursements required to be made from the Escrow Fund to the former holder of such cancelled Restricted Stock Unit in accordance with the terms and conditions provided in of this Agreement and the PlanEscrow Agreement, as and when such disbursements are required to be made; plus (v) any cash disbursements from the Administrative Expense Account, as and when such disbursements are required to be made; plus (vi) the Per Share Earnout Amount, as and when such disbursements are required to be made (if any) (such sum, the Company hereby grants “RSU Payment”). RSU Payments to holders of Restricted Stock Units hereunder (excluding any amounts identified in subsections 2.8(iv), 2.8(v) and 2.8(vi)), shall be paid through the Surviving Corporation’s payroll systems as soon as reasonably practicable after the Effective Time and shall be net of all applicable withholdings. For purposes of complying with requirements to deduct and withhold with respect to amounts paid on behalf of a RSU Holder to the Grantee restricted stock units (Escrow Agent and the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable Stockholder Representative, in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Companyeither case, no dividend rights and no voting rights with respect to the Administrative Expense Account, such amount shall be included in the taxable income amount used for purposes of determining amounts required to be deducted and withheld from such RSU Holder under the preceding sentence and withholding shall be satisfied by deduction from the RSU Payment otherwise payable to the RSU Holder under the preceding sentence. Any subsequent payments due with respect to cancelled Restricted Stock Units or in connection with the Shares underlying the Restricted Stock Units unless amounts identified in subsections 2.8(iv) and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i2.8(vi) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with paid through the provisions Surviving Corporation’s payroll systems as soon as reasonably practicable after such subsequent payments are due and shall be net of Sections 2 and 3 of this Agreementall applicable withholdings.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee under Section 10 of the Plan [____] restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, including no dividend rights and no voting rights rights, with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultantsor Non-Employee Directors, including any applicable “blackout” blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to the Restrictive Covenants specified in Section 7 of this Agreement and any recoupment or “clawback” policy Clawback Policy in effect on the Grant Date or as adopted following the Grant Date to comply with applicable law, including the forfeiture and clawback rights specified in Section 6 of the Companythis Agreement, regardless of whether such recoupment or “clawback” policy Clawback Policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 8 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement except as otherwise provided in Sections 6 and 7 of this Agreement.

Restricted Stock Units. Subject At the Closing, each restricted stock unit in the Company (each a “Company RSU”) that is (or is deemed to be) issued and outstanding as of the Closing and that has satisfied (or is deemed to have satisfied) the service-based vesting component of such award (excluding restricted stock units that are forfeited or cancelled for any reason after the date hereof and prior to the Closing pursuant to the terms of such award on account of a resignation, termination for Cause (as defined in the Company Plan) or violation of an applicable restrictive covenant (as set forth in the applicable award agreement) (each, a “Vested Company RSU”), shall be cancelled at Closing and converted into a right to receive, a cash amount (without interest and subject to Section 3.4, including a deduction for any applicable withholding Taxes to the extent such Taxes are required to be withheld with respect to such amount) equal to the applicable Company Award Holder’s Pro Rata Share of each of (i) the Closing Consideration less the Adjustment Escrow Amount less the Post-Closing Escrow Amount, which shall be payable by the Company through the Company’s payroll procedures or independent contractor payment procedures (as applicable) as soon as practicable after the Closing (but in any event no later than the Company’s first regularly scheduled payroll date that is at least ten (10) Business Days following the Closing), plus (ii) the Deferred Consideration, which shall be payable by the Company through the Company’s payroll procedures or independent contractor payment procedures (as applicable) as soon as practicable after the Deferred Consideration Payment Date (but in any event no later than the Company’s first regularly scheduled payroll date that is at least ten (10) Business Days following the Deferred Consideration Payment Date), plus (iii) the amounts payable in respect thereof pursuant to Sections 2.3(d)(i) and 2.3(d)(ii), payable on substantially the same schedule and terms and conditions provided in this Agreement and the Plan, the Company hereby grants as apply to the Grantee Company’s stockholders generally. Any Company RSU that is issued and outstanding as of the Closing and held by Continuing Employees as of immediately prior to the Closing (other than employees who have received notice that their employment will be terminated pursuant to the Pre-Closing Steps) that has not satisfied the service-based vesting component of such award as of immediately prior to the Closing (each, an “Unvested Company RSU”), will be cancelled as of the Closing and in lieu thereof, Buyer shall grant to each such holder of Unvested Company RSU such number of Buyer restricted stock units (the each, a “Restricted Stock UnitsBuyer RSU”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee that is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreementformula set forth on Exhibit E hereto.

Restricted Stock Units. Subject to the approval of the Company’s Board of Directors or its Compensation Committee, you will be granted a Restricted Stock Unit to acquire 320,000 shares of the Company’s Common Stock (the “RSUs”). Unlike traditional stock options, you do not need to pay any exercise price for the shares of the Company’s Common Stock subject to the RSUs; rather, the shares will be delivered to you as a component of your compensation if and when they become vested. The RSU will be subject to the terms and conditions provided in this Agreement and applicable to RSUs granted under the Plan, the Company hereby grants to the Grantee restricted stock units Company’s 2015 Stock Plan (the “Restricted Stock UnitsPlan”) ), as of described in the Grant Date. Each Plan and the applicable Restricted Stock Unit represents Agreement (the right “RSU Agreement”). Generally stated, you will vest in 25% of the RSUs after 12 months of continuous service, and the balance will vest in equal monthly installments over the next 36 months of continuous service, as described in the RSU Agreement. However, these service-vested RSUs will not fully vest, and no shares will be delivered to receive you, unless and until a Share liquidity event occurs that is either an initial public offering of the Company’s Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable or a change in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder control of the Company, no dividend rights subject further to compliance with applicable tax and no voting rights with respect securities laws. The RSUs that become vested pursuant to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered vesting schedule above will not be subject to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant your continued service as of the Restricted Stock Unitsliquidity event, and the RSUs will expire seven years after the applicable grant date. The Grantee acknowledges Notwithstanding the foregoing, if the Company is subject to a Change in Control (as defined in the RSU Agreement) before your service with the Company terminates (a) you will vest in 50% of the then-unvested RSUs upon such Change in Control and agrees that (ib) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units if you are subject to forfeiture an Involuntary Termination within 12 months following such Change in the event the Grantee’s Continuous Status as an Employee or Consultant or NonControl, you will vest any remaining then-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreementunvested RSUs.

Restricted Stock Units. Subject Upon execution of this Agreement by both parties, Executive shall effective upon March 18, 2019 (the “Grant Date”) be granted rights as set forth herein to units of common stock of CNA Financial Corporation (“CNAF”) which shall bear a restricted transfer legend (the "Restricted Stock Units"), subject to the terms and conditions provided provisions as to the Vesting Period set forth herein below pursuant to the CNAF Incentive Compensation Plan (the “Plan”). The number of Restricted Stock Units Executive shall receive shall be determined by Company, in this Agreement and its sole discretion, as follows: the number Three Million ($3,000,000) shall be divided by the Fair Market Value (as that term is defined in the Plan, based on the Company hereby grants to average of CNAF high and low stock price) on the Grantee restricted stock units (Grant Date of a single share of CNAF’s common stock, and the “quotient shall be the number of Restricted Stock Units”) as of . Executive shall be entitled to receive any dividends or dividend equivalents paid with respect to Restricted Stock Units that become payable after the Grant Date. Each , payment of which shall be deferred during the Vesting Period in respect of each such share of Restricted Stock Unit represents Units (as further described below) and shall be paid on the right to receive a Share of Common Stock if the date such Restricted Stock Unit becomes vested and non-forfeitable in accordance Units vest; provided, however, that no dividends shall be payable to or for the benefit of Executive for Restricted Stock Units with Section 2 or Section 3 respect to record dates occurring prior to the Vesting Date if prior to such Vesting Date Executive has forfeited those Restricted Stock Units. All rights of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights Executive with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will shall be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods terms of the Plan. The grant of Restricted Stock Units described in which sales of Shares are not permitted, (iv) Shares delivered in settlement will this Section shall be subject to any recoupment all applicable federal and/ or “clawback” policy of state withholding requirements as determined by the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

Restricted Stock Units. Subject Newco shall not assume any Restricted Stock Units in connection with the Merger. At the Effective Time, each award of Restricted Stock Units outstanding immediately prior to the terms and conditions provided in this Agreement and Effective Time (whether vested or unvested) shall, without any action on the Planpart of Newco, Merger Sub, the Company hereby grants or the holder thereof, be cancelled and converted into, and shall become a right to receive, an amount in cash, without interest, equal to the Grantee restricted stock units product of (x) the Merger Consideration multiplied by (y) the total number of Shares subject to such award of Restricted Stock Units (the “Restricted Stock Unit Consideration”). With respect to any award of Performance Restricted Stock Units”) as , all performance goals will be deemed achieved pursuant to the terms of the Grant Date. Each applicable plan governing such Performance Restricted Stock Unit represents Units for purposes of determining the right to receive a Share number of Common Stock if Shares in Section 1.4(c)(ii)(y). The payment of the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this AgreementConsideration will be subject to withholding for all required Taxes. The Grantee shall have no rights as a stockholder Company agrees to take all action necessary to effect this cancellation of Restricted Stock Units upon the Effective Time and to give effect to this Section 1.4(c)(ii) (including the satisfaction of the Companyrequirements of Rule 16b-3(e) under the Exchange Act). As soon as practicable (and in no event more than thirty (30) calendar days) following the Closing, no dividend rights and no voting rights with respect Newco shall cause the Surviving Corporation to pay to each holder of Restricted Stock Units (other than Performance Restricted Stock Units) the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered Unit Consideration, less any applicable withholding taxes, required to be paid to the Grantee in accordance with Section 4 holder of this Agreement. The Grantee is required to pay no cash consideration for the grant of the such Restricted Stock Units. The Grantee acknowledges and agrees that (i) Following the Closing, Newco shall cause the Surviving Corporation to pay to each holder of Performance Restricted Stock Units, the Restricted Stock Units and related rights are nontransferable as provided in Section 5 Unit Consideration, less any applicable withholding taxes, required to be paid to the holder of this Agreement, (ii) the such Performance Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effectUnits, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined payable in accordance with the provisions terms and conditions (if any) of Sections 2 and 3 the applicable plan governing such Performance Restricted Stock Units, as described on Schedule 1.4(c)(ii) attached hereto. The cancellation of an award of Restricted Stock Units as provided in the first sentence of this AgreementSection 1.4(c)(ii) shall be deemed the termination, and satisfaction in full of, any and all rights the holder had or may have had in respect of such award of Restricted Stock Units.

Restricted Stock Units. Subject to In the terms and conditions provided event of a Change in this Agreement and the PlanControl, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as Section 14 of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee Plan shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect apply to the Restricted Stock Units and the Committee may take such actions as it deems appropriate pursuant to the Plan, including accelerating vesting of the Awards by waiving all or part of the Shares underlying conditions for Vesting set forth in the Notice of Grant. Notwithstanding the previous sentence, any accelerated vesting of the Restricted Stock Units under this Section 3.3.1 that are subject to a Performance Goal set forth in the Notice of Grant shall not accelerate until and unless the Company achieves the minimum lower bound 3-year Cumulative Operating Income (the “Minimum Performance Goal”), even if that does not occur until after the Change in Control; provided, however, in the event that (a) a Change in Control occurs prior to February 1, 2014, (b) as of the date of the Change in Control the Minimum Performance Goal has not been satisfied, and until (c), the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered Company will not be the surviving company after the Change in Control, then prior to the consummation of the Change in Control the Committee may revise the Performance Goals as its deems appropriate, considering substantially similar financial metrics of the surviving or successor company, such that it remains possible for the Grantee to satisfy the Performance Goals. Except as otherwise specifically provided below or in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for , if the grant vesting of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided is accelerated under this Section 3.3.1, such vested Restricted Stock Units shall be settled within 30 days of the date of the corporate action that accelerates vesting hereunder. Notwithstanding any provision to the contrary in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement accelerated vesting of the Restricted Stock Units will be subject is required based on the terms of a retention agreement entered into by and between the Grantee and the Company prior to the Company’s policies regulating trading by Employees and ConsultantsDate of Grant, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested shall vest as required in such agreement and non-forfeitable shall be determined in accordance with settled or paid within 30 days of the provisions Grantee’s Termination of Sections 2 and 3 of this AgreementEmployment.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee ____ (___) restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock the underlying Shares if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, including no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units Units, unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status Service as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultantsor Non-Employee Directors, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee under Section 10 of the Plan restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and ConsultantsEmployees, including any applicable “blackout” blackout or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to the Restrictive Covenants specified in Section 7 of this Agreement and any recoupment or “clawback” policy Clawback Policy, including the forfeiture and clawback rights specified in Section 6 of the Companythis Agreement, regardless of whether such recoupment or “clawback” policy Clawback Policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 8 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement, except as otherwise provided in Sections 6 and 7 of this Agreement.

Restricted Stock Units. Subject The Restricted Stock Units shall be subject to the terms and conditions provided set forth in this Agreement the Plan and Exhibit B attached hereto. Subject to any acceleration provisions contained in the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the and this Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the CompanyLetter, no dividend rights and no voting rights with respect to the Restricted Stock Units shall vest upon satisfaction of the performance targets set forth on Exhibit C hereto. In the event you cease to be eligible to participate in the Plan, for any or no reason, including if your employment with or service to the Shares underlying Company or any Subsidiary is terminated, before the Restricted Stock Units unless and until vest, the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered your right to the Grantee in accordance with Section 4 acquire any shares of this AgreementStock hereunder will immediately terminate. The Grantee is required to pay no cash consideration for Any tax consequences arising from the grant or vesting of the Restricted Stock Units, its possible acceleration or redemption, and/or from the payment for shares of Stock covered thereby, shall be borne solely by you. The Notwithstanding any contrary provision of this Grant Letter or the Plan, shares of Stock will not be delivered to Grantee acknowledges and agrees that (i) pursuant to this grant until Grantee furnishes the Company with, or otherwise makes provision for, sufficient funds to satisfy the Company’s tax withholding obligations. If Grantee fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder within the time frame set by the Committee, Grantee will permanently forfeit such Restricted Stock Units and related rights are nontransferable as provided in Section 5 any right to receive shares of Stock pursuant to this AgreementRestricted Stock Unit grant. The Company may, (ii) but is not obligated to, sell on behalf of Grantee shares of Stock from the Restricted Stock Units are subject Unit grant in an amount required to forfeiture in cover any withholding obligation and to issue the event the remaining shares of Stock to Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.

Restricted Stock Units. Subject Immediately prior to the terms and conditions provided in this Agreement and the PlanEffective Time, the each Company hereby grants to the Grantee restricted stock units (the “Restricted Stock UnitsUnit Award granted under any Company Stock Plan (other than non-employee director annual Company Restricted Stock Unit Awards (“Non-Employee Director RSUs”)) that is then vested or that becomes vested as of the Grant Date. Each Effective Time (taking into account any accelerated vesting provided for by the terms of any such Company Restricted Stock Unit represents Award as in effect on the date hereof) (“Vested RSUs”) shall be cancelled and shall be converted into the right to receive a Share payment of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable an amount in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Companycash, no dividend rights and no voting rights with respect without interest, equal to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 product of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted number of shares of Common Stock Units subject to such Vested RSUs, and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Merger Consideration (the aggregate cash payments payable in respect of the Vested RSUs under this Section 2.1(e), the “Vested RSU Award Closing Amount”). Each Company Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Unit Award (other than Non-Employee Director terminates RSUs) that is not a Vested RSU shall be expressly assumed by the Surviving Corporation as of the Effective Time and converted into a service-based award that represents the right of the holder to receive from the Surviving Corporation, and the obligation of the Surviving Corporation to pay to such holder (and the Parent shall cause payment by the Surviving Corporation thereof), on the regularly scheduled vesting or payment date or dates for such Company Restricted Stock Unit Award (taking into account any accelerated vesting provided for by the terms of any such Company Restricted Stock Unit Award as in certain circumstances, as specified effect on the date hereof) an amount in Section 6 cash equal to the product of this Agreement, (iiii) sales the number of Shares shares of Common Stock delivered in settlement subject to such Company Restricted Stock Unit Award that vest as of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effectvesting date, and (vii) the Merger Consideration, without interest other than any entitlement interest thereon accrued prior to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined applicable vesting date in accordance with the provisions terms of Sections 2 and 3 the applicable award agreement as in effect on the date hereof evidencing such Company Restricted Stock Unit Award (the aggregate cash payments payable in respect of the Company Restricted Stock Unit Awards that are not Vested RSUs under this AgreementSection 2.1(e), the “Unvested RSU Award Amount”).

Restricted Stock Units. Subject PLAN ADMINISTRATION. • The Plan is administered on behalf of the Committee by the Plan administrator. The Plan administrator is responsible for assisting you with respect to your Performance-Based Restricted Stock Units and maintaining the terms records of the Plan. If you have questions about your Performance-Based Restricted Stock Units or how the Plan works, please contact the Plan administrator at Xxxx.Xxxxxxxxxxxxx@xxxx.xxx or (000) 000-0000. • Except as provided herein and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee restricted stock units (the “Restricted Stock Units”) as of the Grant Date. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and nonPerformance-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Based Restricted Stock Units or the Shares underlying the are non-transferable. The Performance-Based Restricted Stock Units unless may be transferred by will or the laws of descent and until distribution or pursuant to a qualified domestic relations order and, notwithstanding the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered foregoing, during the Participant’s lifetime may be transferred by the Participant to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant any of the Restricted Stock UnitsParticipant’s Permitted Transferees. The Grantee acknowledges and agrees that Any such transfer will be permitted only if (i) the Participant does not receive any consideration for the transfer and (ii) the Plan administrator expressly approves the transfer. Any transferee to whom the Performance-Based Restricted Stock Units are transferred shall be bound by the same terms and related rights are nontransferable as provided conditions, including with respect to vesting, that govern the Performance-Based Restricted Stock Units in Section 5 the hands of this Agreementthe Participant; provided, however, that the transferee may not transfer the Performance-Based Restricted Stock Units except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order. No right or interest of the Participant or any transferee in the Performance-Based Restricted Stock Units shall be subject to any lien, obligation or liability of the Participant or any transferee. • No later than thirty (30) days after the Committee determines the Performance-Based Restricted Stock Units that have become vested (which cannot, in any event, be earlier than January 2020 or after April 2020), PRGX will deliver to the Participant or make available to the Participant’s broker shares of Common Stock with respect to one hundred percent (100%) of the Performance-Based Restricted Stock Units that have become vested and payable (rounded down to the nearest whole share). • You may pay any applicable tax withholding (i) in cash, (ii) the Restricted Stock Units are subject to forfeiture in the event the Granteeby certified or bank cashier’s Continuous Status as an Employee check, or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales by such other medium of Shares of Common Stock delivered payment as the Plan administrator in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultants, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreementhis sole discretion may permit. The extent to which Plan administrator will determine the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions amount of Sections 2 and 3 of this Agreementany required tax withholding.

Restricted Stock Units. Subject to the terms and conditions provided in this Agreement and the Plan, the Company hereby grants to the Grantee [ ] restricted stock units (the “Restricted Stock Units”) as of the Grant DateDate which shall vest in accordance with Section 2 below. Each Restricted Stock Unit represents the right to receive a Share of Common Stock if the Restricted Stock Unit becomes vested and non-forfeitable in accordance with Section 2 or Section 3 of this Agreement. The Grantee shall have no rights as a stockholder of the Company, no dividend rights and no voting rights with respect to the Restricted Stock Units or the Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units become vested and non-forfeitable and such Shares are delivered to the Grantee in accordance with Section 4 of this Agreement. The Grantee is required to pay no cash consideration for the grant of the Restricted Stock Units. The Grantee acknowledges and agrees that (i) the Restricted Stock Units and related rights are nontransferable as provided in Section 5 of this Agreement, (ii) the Restricted Stock Units are subject to forfeiture in the event the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director terminates in certain circumstances, as specified in Section 6 of this Agreement, (iii) sales of Shares of Common Stock delivered in settlement of the Restricted Stock Units will be subject to the Company’s policies regulating trading by Employees and Consultantsor Consultants or Non-Employee Directors, including any applicable “blackout” or other designated periods in which sales of Shares are not permitted, (iv) Shares delivered in settlement will be subject to any recoupment or “clawback” policy of the Company, regardless of whether such recoupment or “clawback” policy is applied with prospective or retroactive effect, and (v) any entitlement to dividend equivalents will be in accordance with Section 7 of this Agreement. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be determined in accordance with the provisions of Sections 2 and 3 of this Agreement.