Common use of Vesting Period Clause in Contracts

Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with the following: The Option becomes exercisable in three equal installments on the first three anniversaries of the date of grant (one-third of the Option will vest on February 6 2019, one-third will vest on February 6, 2020, and the final one-third will vest on February 6, 2021). The Option shall remain exercisable until February 5, 2028. However, the Option may expire prior to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 4 of this Award Agreement. Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Option shall become immediately exercisable in full as a result of such Change in Control only in the event you also terminate employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if your employment is terminated by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, there shall be substituted for each share of Common Stock available under the Option (if still outstanding) the number, type and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustments to be made in the case of

Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with Restricted Stock Units awarded and/or credited under this Award Agreement will become fully vested on February 16, 2025 (the following: The Option becomes exercisable in three equal installments “Vesting Date”). During the period beginning on the first three anniversaries Grant Date and ending on the Vesting Date (the “Vesting Period”), the Restricted Stock Units awarded and/or credited under this Award Agreement may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or this Award Agreement. If all of the date terms and conditions of grant (one-third of the Option will vest on February 6 2019, one-third will vest on February 6, 2020, this Award Agreement and the final one-third will vest Plan are met on February 6the Vesting Date, 2021). The Option shall remain exercisable until February 5, 2028. However, the Option may expire prior subject to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 4 11 of this Award Agreement, then you will be issued the number of shares of Common Stock subject to the Restricted Stock Units then held by you which were issued and/or credited to you under this Award Agreement. The issuance shall occur upon the Vesting Date or as soon as administratively practicable thereafter (but in no event later than thirty (30) days following the Vesting Date). Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Option Restriction Period applicable to the Restricted Stock Units shall become immediately exercisable in full lapse as a result of such Change in Control only in upon the event you also terminate earlier to occur of (i) your continued employment or service through the Vesting Date, and (ii) the termination of your employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if the termination of your employment is terminated by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, there shall be substituted for each share of Common Stock available under relating to the Option (if still outstanding) Restricted Stock Units the number, type and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustments to be made in the case of.

Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with Restricted Stock Units awarded and/or credited under this Award Agreement will become fully vested on February 4, 2023 (the following: The Option becomes exercisable in three equal installments “Vesting Date”). During the period beginning on the first three anniversaries Grant Date and ending on the Vesting Date (the “Vesting Period”), the Restricted Stock Units awarded and/or credited under this Award Agreement may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or this Award Agreement. If all of the date terms and conditions of grant (one-third of the Option will vest on February 6 2019, one-third will vest on February 6, 2020, this Award Agreement and the final one-third will vest Plan are met on February 6the Vesting Date, 2021). The Option shall remain exercisable until February 5, 2028. However, the Option may expire prior subject to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 4 11 of this Award Agreement, then you will be issued the number of shares of Common Stock subject to the Restricted Stock Units then held by you which were issued and/or credited to you under this Award Agreement. The issuance shall occur upon the Vesting Date or as soon as administratively practicable thereafter (but in no event later than thirty (30) days following the Vesting Date). Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Option Restriction Period applicable to the Restricted Stock Units shall become immediately exercisable in full lapse as a result of such Change in Control only in upon the event you also terminate earlier to occur of (i) your continued employment or service through the Vesting Date, and (ii) the termination of your employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if the termination of your employment is terminated by the Company or any of its ACTIVE 253425859v.1 Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, there shall be substituted for each share of Common Stock available under relating to the Option (if still outstanding) Restricted Stock Units the number, type and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustments to be made in the case of.

Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with the following: The Option becomes exercisable in three equal installments on the first three anniversaries of the date of grant (one-third of the Option will vest on February 6 20198, 2020, one-third will vest on February 68, 20202021, and the final one-third will vest on February 68, 20212022). The Option shall remain exercisable until February 57, 20282029. However, the Option may expire prior to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 4 of this Award Agreement. Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Option shall become immediately exercisable in full as a result of such Change in Control only in the event you also terminate employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if your employment is terminated by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, there shall be substituted for each share of Common Stock available under the Option (if still outstanding) the number, type and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustments to be made in the case ofof the Option without an increase

Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with the following: The Option becomes exercisable Restricted Stock Units awarded and/or credited under this Award Agreement will vest in three equal installments on the first three anniversaries of the date of grant (one-third of the Option will vest on February 6 2019March 16, 2022, one-third will vest on February 6March 16, 20202023, and the final one-third will vest on February 6March 16, 20212024) and will become fully vested on March 16, 2024 (the “Vesting Date”). The Option shall remain exercisable until February 5, 2028. HoweverDuring the period beginning on the Grant Date and ending on the Vesting Date (the “Vesting Period”), the Option Restricted Stock Units awarded and/or credited under this Award Agreement may expire prior not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or this Award Agreement. If all of the terms and conditions of this Award Agreement and the Plan are met on the Vesting Date, subject to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 4 11 of this Award Agreement, then you will be issued the number of shares of Common Stock subject to the Restricted Stock Units then held by you which were issued and/or credited to you under this Award Agreement. The issuance shall occur upon the Vesting Date or as soon as administratively practicable thereafter (but in no event later than thirty (30) days following the Vesting Date). Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Option Restriction Period applicable to the Restricted Stock Units shall become immediately exercisable in full lapse as a result of such Change in Control only in upon the event you also terminate earlier to occur of (i) your continued employment or service through the Vesting Date, and (ii) the termination of your employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if the termination of your employment is terminated by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, there shall be substituted for each share of Common Stock available under relating to the Option (if still outstanding) Restricted Stock Units the number, type and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustments to be made in the case of​ ​

Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with the following: The Option becomes exercisable in three equal installments on the first three anniversaries of the date of grant (one-third of the Option will vest on February 6 20194, 2021, one-third will vest on February 64, 20202022, and the final one-third will vest on February 64, 20212023). The Option shall remain exercisable until February 53, 20282030. However, the Option may expire prior to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 4 of this Award Agreement. Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Option shall become immediately exercisable in full as a result of such Change in Control only in the event you also terminate employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if your employment is terminated by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, there shall be substituted for each share of Common Stock available under the Option (if still outstanding) the number, type and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustments to be made in the case ofof the Option without an increase ACTIVE 253423301

Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with Restricted Stock Units awarded and/or credited under this Award Agreement will become fully vested on February 9, 2024(the “Vesting Date”). During the following: The Option becomes exercisable in three equal installments period beginning on the first three anniversaries Grant Date and ending on the Vesting Date (the “Vesting Period”), the Restricted Stock Units awarded and/or credited under this Award Agreement may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or this Award Agreement. If all of the date terms and conditions of grant (one-third of the Option will vest on February 6 2019, one-third will vest on February 6, 2020, this Award Agreement and the final one-third will vest Plan are met on February 6the Vesting Date, 2021). The Option shall remain exercisable until February 5, 2028. However, the Option may expire prior subject to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 4 11 of this Award Agreement, then you will be issued the number of shares of Common Stock subject to the Restricted Stock Units then held by you which were issued and/or credited to you under this Award Agreement. The issuance shall occur upon the Vesting Date or as soon as administratively practicable thereafter (but in no event later than thirty (30) days following the Vesting Date). Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Option Restriction Period applicable to the Restricted Stock Units shall become immediately exercisable in full lapse as a result of such Change in Control only in upon the event you also terminate earlier to occur of (i) your continued employment or service through the Vesting Date, and (ii) the termination of your employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if the termination of your employment is terminated by the Company or any of its ​ ​ Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, there shall be substituted for each share of Common Stock available under relating to the Option (if still outstanding) Restricted Stock Units the number, type and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustments to be made in the case of.

Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with the following: The Option becomes will become exercisable in three (3) equal installments on the first three (3) anniversaries of the grant date of grant (one-third (1/3) of the Option will vest on February 6 2019the first anniversary, one-one- third (1/3) will vest on February 6, 2020the second anniversary, and the final one-third (1/3) will vest on February 6the third anniversary of the grant date) (each such anniversary, 2021a “Vesting Date”). The To the extent exercisable, the Option shall remain exercisable until February 5the tenth anniversary of the grant date (the “Expiration Date”). If the market is closed on the Expiration Date, 2028the Option shall remain exercisable until the close of the market on the last date the market is open prior to the Expiration Date. However, the Option may expire prior to such date if your employment with the Company or any of its Subsidiaries or affiliates (individually, collectively, or in any combination thereof, the “Company Group”) terminates prior to exercising such Option, as stated in this Section 4 2 and in Section 3 of this Award Agreement. Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the CommitteeBoard or as otherwise required under Section 409A of the Code, in the event of a Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange A-2 Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), ): (i) Any unvested portion of the Option shall become immediately exercisable in full as upon the earliest to occur of: (A) a result of such Change in Control only in the event you also terminate Vesting Date, subject to your continued employment or service with the Company or any Group through such date, but only with respect to the one-third (1/3) portion of its Subsidiaries or affiliates for Good Reasonthe Option that corresponds to such Vesting Date, or if (B) the termination of your employment is terminated by the Company or any of its Subsidiaries or affiliates Group without Cause, Cause within two (2) years following such Change in Control (the “Protection Period”). In , and (C) the event termination of such Change in Control pursuant your employment with the Company Group due to Section 5.8(b)(3your resignation for Good Reason within the Protection Period; and (ii) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, there There shall be substituted for each share of Common Stock available under Share covered by the Option (if still outstanding) the number, type and class of shares into which each outstanding share of Common Stock Share shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive). For purposes of the foregoing, such adjustments “Cause” shall mean: (i) Your willful engagement in conduct which involves dishonesty or moral turpitude which either (A) results in your substantial personal enrichment at the expense of the Company or any of its Subsidiaries or (B) is demonstrably and materially injurious to the financial condition or reputation of the Company or any of its Subsidiaries; (ii) Your willful violation of the provisions of the confidentiality or non-competition agreement entered into between the Company or any of its Subsidiaries and you; (iii) The commission by you of a felony; or (iv) Your failure or refusal to perform the duties or responsibilities of your position or as otherwise assigned. An act or omission shall be deemed “willful” only if done, or omitted to be made done, in bad faith and without reasonable belief that it was in the case ofbest interest of the Company and its Subsidiaries. Notwithstanding the foregoing, you shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to you a written notice of termination to you and an opportunity for you, together with your counsel, to be heard before the Company’s Chief Human Resources Officer (the “CHRO”) (or designee), finding that, in the good faith opinion of the CHRO (or designee), you were guilty of conduct set forth above in clause (i) or (ii) and specifying the particulars in detail. For purposes of the foregoing, “Good Reason” shall mean the occurrence of any one or more of the following events without your consent: (i) A material reduction in your base salary; (ii) A material change in the geographic location where you must perform services; or (iii) A material reduction in your duties or responsibilities, excluding any change in title or position. Notwithstanding the foregoing, you will not be deemed to have resigned for Good Reason unless (A) you provide the CHRO (or designee) with written notice setting forth in reasonable detail the facts and circumstances claimed by you to constitute Good Reason within ninety (90) days after the date of the A-3 initial occurrence of any event that constitutes Good Reason, (B) the Company Group fails to cure such acts or omissions within thirty (30) days following receipt by the CHRO (or designee) of such notice, and (C) you terminate your employment at the end of such thirty (30)-day period (collectively, the “Good Reason Conditions”). For the avoidance of doubt, your termination of employment shall be for Good Reason, if you have satisfied the Good Reason Conditions, notwithstanding that you may have other reasons for terminating employment, including an offer of employment by another employer that you desire to accept. In the event the Company Group terminates your employment without Cause within the Protection Period or you terminate your employment with the Company Group due to your resignation for Good Reason within the Protection Period, the Option shall be exercisable until the Expiration Date. 3.

Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with Restricted Stock Units awarded and/or credited under this Award Agreement will become fully vested on February 8, 2022 (the following: The Option becomes exercisable in three equal installments “Vesting Date”). During the period beginning on the first three anniversaries Grant Date and ending on the Vesting Date (the “Vesting Period”), the Restricted Stock Units awarded and/or credited under this Award Agreement may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or this Award Agreement. If all of the date terms and conditions of grant (one-third of the Option will vest on February 6 2019, one-third will vest on February 6, 2020, this Award Agreement and the final one-third will vest Plan are met on February 6the Vesting Date, 2021). The Option shall remain exercisable until February 5, 2028. However, the Option may expire prior subject to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 4 11 of this Award Agreement, then you will be issued the number of shares of Common Stock subject to the Restricted Stock Units then held by you which were issued and/or credited to you under this Award Agreement. The issuance shall occur upon the Vesting Date or as soon as administratively practicable thereafter (but in no event later than thirty (30) days following the Vesting Date). Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Option Restriction Period applicable to the Restricted Stock Units shall become immediately exercisable in full lapse as a result of such Change in Control only in upon the event you also terminate earlier to occur of (i) your continued employment or service through the Vesting Date, and (ii) the termination of your employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if the termination of your employment is terminated by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, there shall be substituted for each share of Common Stock available under relating to the Option (if still outstanding) Restricted Stock Units the number, type and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustments to be made in the case of.

Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with Restricted Stock Units awarded and/or credited under this Award Agreement will become fully vested on [third anniversary of grant date} (the following: The Option becomes exercisable in three equal installments “Vesting Date”). During the period beginning on the first three anniversaries Grant Date and ending on the Vesting Date (the “Vesting Period”) the Restricted Stock Units awarded and/or credited under this Award Agreement may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or this Award Agreement. If all of the date terms and conditions of grant (one-third of the Option will vest on February 6 2019, one-third will vest on February 6, 2020, this Award Agreement and the final one-third will vest Plan are met on February 6the Vesting Date, 2021). The Option shall remain exercisable until February 5, 2028. However, the Option may expire prior subject to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 4 11 of this Award Agreement, then you will be issued certificates for the number of shares of Common Stock subject to the Restricted Stock Units then held by you which were issued and/or credited to you under this Award Agreement. The issuance shall occur upon the Vesting Date or as soon as administratively practicable thereafter (but in no event later than thirty (30) days following the Vesting Date). [Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Option Restriction Period applicable to the Restricted Stock Units shall become immediately exercisable in full lapse as a result of such Change in Control only in the event you also terminate employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if your employment is terminated by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, there shall be substituted for each share of Common Stock available under relating to the Option (if still outstanding) Restricted Stock Units the number, type and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustments to be made in the case of.

Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with the following: The Option becomes exercisable in three equal installments on the first three anniversaries of the date of grant (one-third of the Option will vest on February 6 2019, 20 , one-third will vest on February 6, 202020 , and the final one-third will vest on February 6, 202120 ). The Option shall remain exercisable until February 5, 202820 . However, the Option may expire prior to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 4 of this Award Agreement. [Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Option shall become immediately exercisable in full as a result of such Change in Control only in the event you also terminate employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if your employment is terminated by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, there shall be substituted for each share of Common Stock available under the Option (if still outstanding) the number, type and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustments to be made in the case ofof the Option without an increase in the aggregate purchase price or base price. For purposes of the foregoing, “Good Reason” shall mean:

Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with the following: The Option becomes exercisable in three equal installments on the first three anniversaries of the date of grant (one-third of the Option will vest on February 6 20199, 2022, one-third will vest on February 69, 20202023, and the final one-third will vest on February 69, 20212024). The Option shall remain exercisable until February 5February9, 20282031. However, the Option may expire prior to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 4 of this Award Agreement. Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Option shall become immediately exercisable in full as a result of such Change in Control only in the event you also terminate employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if your employment is terminated by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, there shall be substituted for each share of Common Stock available under the Option (if still outstanding) the number, type and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustments to be made in the case ofof the Option without an increase ​ ​

Vesting Period. The Option does not provide you with any rights or interests therein until it vests in accordance with Restricted Stock Units awarded and/or credited under this Award Agreement will become fully vested on February 15, 2026 (the following: The Option becomes exercisable in three equal installments “Vesting Date”). During the period beginning on the first three anniversaries grant date and ending on the Vesting Date (the “Vesting Period”), the Restricted Stock Units awarded and/or credited under this Award Agreement may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in the Plan or this Award Agreement. If all of the date terms and conditions of grant (one-third of the Option will vest on February 6 2019, one-third will vest on February 6, 2020, this Award Agreement and the final one-third will vest Plan are met on February 6the Vesting Date, 2021). The Option shall remain exercisable until February 5, 2028. However, the Option may expire prior subject to such date if your employment with the Company terminates prior to exercising such Option, as stated in Section 4 11 of this Award Agreement, then you will be issued the number of shares of Common Stock subject to the Restricted Stock Units then held by you which were issued and/or credited to you under this Award Agreement. The issuance shall occur upon the Vesting Date or as soon as administratively practicable thereafter (but in no event later than thirty (30) days following the Vesting Date). Notwithstanding the effect that Section 5.8(a)(1) of the Plan would otherwise have, unless otherwise determined by the Committee, in the event of a Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act (and, for the avoidance of doubt, not in the event of a Change in Control to which Section 5.8(a)(2) of the Plan applies), the Option Restriction Period applicable to the Restricted Stock Units shall become immediately exercisable in full lapse as a result of such Change in Control only in upon the event you also terminate earlier to occur of (i) your continued employment or service through the Vesting Date, and (ii) the termination of your employment with the Company or any of its Subsidiaries or affiliates for Good Reason, or if the termination of your employment is terminated by the Company or any of its Subsidiaries or affiliates without Cause, within two years following such Change in Control (the “Protection Period”). In the event of such Change in Control pursuant to Section 5.8(b)(3) or (4) of the Plan in connection with which the holders of Common Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, there shall be substituted for each share of Common Stock available under relating to the Option (if still outstanding) Restricted Stock Units the number, type and class of shares into which each outstanding share of Common Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share in the case of the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and conclusive), such adjustments to be made in the case of.