Common use of Vesting Schedule Clause in Contracts

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. All Executive Securities shall initially be Unvested Securities (as defined below). Except as set forth in Section 5 otherwise provided herein, an amount of Unvested Securities shall vest on the date hereof and on each of the first four anniversaries of the date hereof, your vesting such that the Executive Securities shall be vested on each such date in any portion accordance with the following schedule: ------------------------- Cumulative Percentage of Date Executive Securities Vested The date hereof 20% The first anniversary of the Performance Stock Units is contingent on attainment date hereof 40% The second anniversary of the Performance Goal date hereof 60% The third anniversary of the date hereof 80% The fourth anniversary of the date hereof 100% Notwithstanding the foregoing sentence, and except as otherwise provided in clauses (b)-(e) below or in the next sentence (in the case of termination without Cause or for Good Reason), the above vesting schedule shall cease and no Unvested Securities shall vest after the date on which Executive's employment with the subsequent certification of that attainment Corporation and its Subsidiaries terminates for any reason. If Executive's employment is terminated by the CommitteeCorporation without Cause or if Executive terminates his employment for Good Reason, the Executive Securities shall thereafter, if necessary, continue to vest until the next anniversary of the date hereof next succeeding such termination (such that the Executive will be vested in 20% more of the Executive Securities than at the time of such termination) and if at least 50% of the Executive Securities have not been vested as of such next anniversary, then vesting will continue to the extent necessary that at least 50% of the Executive Securities become vested, so long as Executive has not committed a Vesting Termination Breach (upon which breach the vesting schedule shall immediately cease, and no Unvested Securities shall vest on or after the date of the first such breach). In the event the Performance Goal LLC or the Corporation has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is not attained during subject to the relevant Performance Perioddispute resolution provisions set forth in Section 6, as applicable, all vesting shall be tolled upon the date of the Performance Stock Units subject to allegation of such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience breach; provided that (i) if it is ultimately resolved under Section 6 that Executive has committed a Vesting Termination before the Vesting Date as provided in paragraph 5Breach, the Performance Stock Units will tolling shall become vested in accordance with a permanent cessation such that vesting shall have forever ceased upon the following vesting schedules: Time-Based date of such allegation, and (ii) if it is ultimately resolved under Section 6 that Executive did not commit a Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable lawTermination Breach, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment Vested Securities shall be automatically reduced by the Company as though there had never been such alleged breach or any tolling of vesting. Executive Securities which have become vested pursuant to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the are referred to herein as "Vested Securities," and all other Executive Securities Exchange Act of 1934, are referred to herein as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule"Unvested Securities."

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance The Restricted Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following schedule provided that Employee has been continuously employed by the Company from the date of this Agreement through the applicable vesting schedulesdate: TimeUS EMPLOYEE – 3-Based Year Vesting Vesting Date Percent Vested Subject to Three-Year Goal Percentage of Total Numberof Restricted Stock Units 1st Anniversary of Grant Date 33 ⅓% 2nd Anniversary of Grant Date 66 ⅔% 3rd anniversary Anniversary of Grant Date 100% For purposes of Notwithstanding the payment of applicable withholding taxes required by applicable lawforegoing, unless otherwise provided in an Other Agreement pursuant to Paragraph 8, the number of shares of Common Stock underlying the Performance Restricted Stock Units to which you shall become entitled fully vested on payment shall be automatically reduced by the earliest of (i) the occurrence of your Involuntary Termination or termination for Good Reason within two years following a Corporate Change (as such terms are defined in the Plan) or (ii) the date Employee’s employment with the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some is terminated by reason of death or all of the amount of such obligation in cash in a manner acceptable to the Companydisability (as determined above). In the event that Employee’s employment is terminated for any other reason, including retirement with the number approval of shares (A) the Committee if Employee is a “senior executive of Common Stock underlying the Performance Company” (as defined below) or (B) the Company’s Chief Executive Officer (the “CEO”) if Employee is not a senior executive of the Company, the Committee (or its delegate, as appropriate) or, in the event of retirement of an Employee who is not a senior executive of the Company, the CEO, as applicable, may, in the Committee’s (or such delegate’s) or the CEO’s, as applicable, sole discretion, approve the acceleration of the vesting of any or all Restricted Stock Units that have not yet been forfeited and which are still outstanding and subject to which you restrictions, such vesting acceleration to be effective on the date of such approval or Employee’s termination date, if later. Notwithstanding the foregoing, in no event shall the Restricted Stock Units become entitled upon vesting is automatically reduced, it is fully vested prior to the intent expiration of one month from the Grant Date. “Senior executive” for purposes of this Agreement that shall mean (i) the CEO and (ii) any deemed “sale” regular, full-time employee of the shares Company or an affiliate who (A) is an officer of Common Stock underlying the Performance Stock Units withheld will be exempt from liability Company required to file reports with the Securities and Exchange Commission under Section 16(b) 16 of the Securities Exchange Act of 1934, as amended(B) is an officer of the Company who reports directly to the CEO, (C) is the Chief Accounting Officer of the Company, or any successor thereto (“Exchange Act”D) pursuant to Rule 16b-3 under Section 16(bis the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. Except as set forth otherwise provided herein, an amount of Unvested Securities (as defined below) shall vest in Section 5 hereofaccordance with the following schedule: Cumulative Percentage of Executive Date Securities Vested on Such Date ---- ---------------------------------- August 13, your 1997 20% August 13, 1998 60% August 13, 1999 80% August 13, 2000 100% Notwithstanding the foregoing sentence, and except as otherwise provided herein, the above vesting schedule shall cease and no Unvested Securities (as defined below) shall vest after the date on which Executive's employment with the Company and its Subsidiaries terminates for any reason; provided that if Executive's employment is terminated by the Company without Cause, the Executive Securities shall thereafter continue to vest in any portion accordance with the above schedule so long as Executive has not committed a Vesting Termination Breach (upon which breach the vesting schedule shall cease, and no Unvested Securities (as defined below) shall vest on or after the date of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committeefirst such breach). In the event the Performance Goal Company has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided dispute resolution provisions set forth in paragraph 5, vesting shall be tolled upon the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes date of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount allegation of such obligation in cash in a manner acceptable to the Company. In the event breach; provided that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid if it is ultimately resolved under paragraph 5 that Executive has committed a Vesting Termination Breach, the applicable number tolling shall become a permanent cessation such that vesting shall have forever ceased upon the date of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes)such allegation, but and (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to if it is ultimately resolved under paragraph 5 abovethat Executive did not commit a Vesting Termination Breach, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior a number of Unvested Securities shall vest giving retroactive effect to such datevesting schedule such that there shall exist a number of Vested Securities as if the vesting schedule had not been tolled as a result of such allegations. Except Executive Securities which have become vested pursuant to this Agreement are referred to herein as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue "Vested Securities," and deliver all other Executive Securities are referred to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleas "Unvested Securities."

Vesting Schedule. All Executive Securities shall initially be Unvested Securities (as defined below). Except as set forth in Section 5 otherwise provided herein, an amount of Unvested Securities shall vest on the date hereof and on each of the first four anniversaries of the date hereof, your vesting such that the Executive Securities shall be vested on each such date in any portion accordance with the following schedule: ---- ------------------------ Date Cumulative Percentage of Executive Securities Vested The date hereof 20% The first anniversary of the Performance Stock Units is contingent on attainment date hereof 40% The second anniversary of the Performance Goal date hereof 60% The third anniversary of the date hereof 80% The fourth anniversary of the date hereof 100% Notwithstanding the foregoing sentence, and except as otherwise provided in clauses (b)-(e) below or in the next sentence (in the case of termination without Cause or for Good Reason), the above vesting schedule shall cease and no Unvested Securities shall vest after the date on which Executive's employment with the subsequent certification of that attainment Corporation and its Subsidiaries terminates for any reason. If Executive's employment is terminated by the CommitteeCorporation without Cause or if Executive terminates his employment for Good Reason, the Executive Securities shall thereafter, if necessary, continue to vest so long as Executive has not committed a Vesting Termination Breach (upon which breach the vesting schedule shall immediately cease, and no Unvested Securities shall vest on or after the date of the first such breach). In the event the Performance Goal LLC or the Corporation has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is not attained during subject to the relevant Performance Perioddispute resolution provisions set forth in Section 6, as applicable, all vesting shall be tolled upon the date of the Performance Stock Units subject to allegation of such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience breach; provided that (i) if it is ultimately resolved under Section 6 that Executive has committed a Vesting Termination before the Vesting Date as provided in paragraph 5Breach, the Performance Stock Units will tolling shall become vested in accordance with a permanent cessation such that vesting shall have forever ceased upon the following vesting schedules: Time-Based date of such allegation, and (ii) if it is ultimately resolved under Section 6 that Executive did not commit a Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable lawTermination Breach, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment Vested Securities shall be automatically reduced by the Company as though there had never been such alleged breach or any tolling of vesting. Executive Securities which have become vested pursuant to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the are referred to herein as "Vested Securities," and all other Executive Securities Exchange Act of 1934, are referred to herein as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule"Unvested Securities."

Vesting Schedule. Except as Subject to Xxxxxxx’s Continuous Service and other limitations set forth in Section 5 hereofthis Notice, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal Agreement and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5Plan, the Performance Stock Units Shares will become vested “vest” in accordance with the following schedule: [INSERT INCENTIVE VESTING SCHEDULE with language after each vesting schedulesclause that states: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary “and a maximum of Grant Date 100__% For purposes of the payment Cash Award shall be payable for withholding and employment taxes.”] During any authorized leave of applicable withholding taxes required by applicable lawabsence, the number vesting of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment Shares shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all suspended. Vesting of the amount Shares shall resume upon the Grantee’s termination of such obligation in cash in a manner acceptable the leave of absence and return to Continuous Service. The Vesting Schedule of the Shares shall be extended to the Companylength of the suspension. In the event that of Xxxxxxx’s change in status from Employee to Consultant, the number of shares of Common vesting Restricted Stock underlying Purchase Agreement under the Performance Stock Units to which you become entitled upon vesting is automatically reducedAdvanced Emissions Solutions, it is the intent of this Agreement that any deemed “sale” Inc. Amended and Restated 2010 Non-Management Compensation and Incentive Plan of the shares of Common Stock underlying Shares shall continue only to the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are extent determined by the CompanyAdministrator as of such change in status. For purposes of this Notice and the Agreement, the term “vest” shall mean, with respect to any Shares, that such Shares are no longer subject to repurchase at the Purchase Price per Share; provided, however, that such Shares shall remain subject to other restrictions on transfer set forth in the Agreement or the Plan. Shares that have not vested are deemed “Restricted Shares.” If any shares the Grantee would become vested in a fraction of Common Stock underlying a Restricted Share, such Restricted Share shall not vest until the Grantee becomes vested Performance Stock Units are scheduled in the entire Share. Notwithstanding the foregoing, the Shares subject to be paid during a BP to which you are subject, (i) you this Notice will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares the Agreement and Section 11 of Common Stock following your receipt thereof, but only the Plan relating to the extent permitted by applicable law release of repurchase and forfeiture provisions in the event of a Corporate Transaction or ruleChange in Control.

Vesting Schedule. Except This option will become exercisable (“vest”) as set forth in Section 5 hereofto 33% of the original number of Shares on the first anniversary of the Vesting Commencement Date and, your vesting as to the remaining 67% of the original number of Shares, ratably on a monthly basis at the end of each of the 24 months following the first anniversary of the Vesting Commencement Date. The “Vesting Commencement Date” is [Vesting Commencement Date]. The right of exercise shall be cumulative so that to the extent the option is not exercised in any portion period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Performance Stock Units is contingent on attainment Final Exercise Date or the termination of this option under Section 3 hereof or the Performance Goal Plan. Upon the occurrence of a Reorganization Event or a Change in Control Event (as defined in the Plan), except to the extent specifically provided to the contrary in any other agreement between the Participant and on the subsequent certification Company, the vesting hereunder shall be accelerated so that this option shall become immediately exercisable for the number of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance PeriodShares subject to this option which otherwise would have first vested within 12 months following such Reorganization Event or Change in Control Event, as applicable, all of the Performance Stock Units and any remaining unvested shares subject to such Performance Goal for such Performance Period Option shall be forfeited without compensation. Subject continue to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject schedule set forth herein as though such 12 month period had actually passed. At any time after a Reorganization Event or a Change in Control Event, if the Participant ceases to Three-Year Goal 3rd anniversary be an Eligible Participant due to termination by the Company of Grant Date 100% For purposes its relationship with the Participant or a Constructive Termination (as defined below) of the payment of applicable withholding taxes required by applicable lawParticipant, except to the extent specifically provided to the contrary in any other agreement between the Participant and the Company, the vesting hereunder shall be further accelerated so that this option shall become immediately exercisable for the number of shares of Common Stock underlying Shares subject to this option which otherwise would have first vested within 12 months following such termination or Constructive Termination, provided that the Performance Stock Units to which you become entitled on payment acceleration periods under this Section 2 shall be automatically reduced by cumulative, and any remaining unvested shares subject to such Option shall continue to vest in accordance with the Company to cover vesting schedule set forth herein as though such additional 12 month period had actually passed. For the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent purposes of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (eachoption, a “BP”) are determined by Constructive Termination” is deemed to have occurred if the Company. If any shares Participant is relocated outside of Common Stock underlying vested Performance Stock Units are scheduled to be paid during the Participant’s then residential area without his or her consent or there is a BP to which you are subjectmaterial diminution of the Participant’s compensation, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate duties or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law responsibilities without his or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleher consent.

Vesting Schedule. Except The Shares shall vest and be released from the “Forfeiture Restriction” (as set forth defined in Section 5 hereof, your vesting in any portion 2(a) of the Performance Stock Units is contingent on attainment Agreement) as follows: 25% of the Performance Goal Shares shall vest and be released from the Forfeiture Restriction on the subsequent certification first anniversary of the Vesting Commencement Date, and 1/48th of the Shares shall vest and be released from the Forfeiture Restriction on the last day of each one-month period of Participant’s service as a Service Provider thereafter, so that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period Shares shall be forfeited without compensationvested and released from the Forfeiture Restriction on the 4th anniversary of the Vesting Commencement Date. Subject By his or her signature and the Company’s signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. Participant has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan or the Agreement. Participant shall also execute and deliver to the attainment Company the stock assignment duly endorsed in blank, attached to this Grant Notice as Exhibit B (the “Stock Assignment”). If Participant is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit C. GOSSAMER BIO, INC. PARTICIPANT By: By: Print Name: Print Name: Title: State of Residence: EXHIBIT A TO RESTRICTED STOCK GRANT NOTICE RESTRICTED STOCK AGREEMENT Pursuant to the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5Grant Notice to which this Agreement is attached, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject Company has granted to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, Participant the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting Shares indicated in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleGrant Notice.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the The Performance Stock Units is contingent on attainment of shall vest in accordance with the Performance Goal and on the subsequent certification of following schedule provided that attainment Employee has been continuously employed by the Committee. In Company from the event date of this Agreement through the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the applicable vesting date and such Performance Stock Units subject to such Performance Goal for such Performance Period shall be have not been forfeited without compensation. Subject pursuant to the attainment last two sentences of subparagraph (a) of this Paragraph 2: Vesting Date Vested Percentage of Total Numberof Performance Stock Units 1st Anniversary of Grant Date 33 ⅓% 2nd Anniversary of Grant Date 66 ⅔% 3rd Anniversary of Grant Date 100% Notwithstanding the Performance Goal and the subsequent certification described aboveforegoing, unless you experience a Termination before the Vesting Date as otherwise provided in paragraph 5an Other Agreement pursuant to Paragraph 11, the Performance Stock Units will shall become fully vested on the earliest of (i) the occurrence of Employee’s Involuntary Termination or termination for Good Reason within two years following a Corporate Change (as such terms are defined in accordance the Plan) or (ii) the date Employee’s employment with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary Company is terminated by reason of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable lawdeath or disability (as determined above); provided, the number of shares of Common Stock underlying however, that if the Performance Stock Units have been forfeited pursuant to which you become entitled on payment shall be automatically reduced by the Company last two sentences of subparagraph (a) of this Paragraph 2 prior to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all date of the amount occurrence of an event described in clause (i) or (ii) of this sentence, then the Performance Stock Units shall remain forfeited and shall not vest upon the occurrence of any such obligation in cash in a manner acceptable to the Companyevent. In the event Employee’s employment is terminated for any other reason, including retirement with the approval of (A) the Committee if Employee is a “senior executive of the Company” (as defined below) or (B) the Company’s Chief Executive Officer (the “CEO”) if Employee is not a senior executive of the Company, the Committee (or its delegate, as appropriate) or, in the event of retirement of an Employee who is not a senior executive of the Company, the CEO, as applicable, may, in the Committee’s (or such delegate’s) or the CEO’s, as applicable, sole discretion, approve the acceleration of the vesting of any or all Performance Stock Units that have not yet been forfeited and which are still outstanding and subject to restrictions, with such vesting acceleration to be effective on the number date of shares of Common Stock underlying such approval or Employee’s termination date, if later. Notwithstanding the foregoing, in no event shall the Performance Stock Units become fully vested prior to which you become entitled upon vesting is automatically reduced, it is the intent expiration of one month from the Grant Date. “Senior executive” for purposes of this Agreement that shall mean (i) the CEO and (ii) any deemed “sale” regular, full-time employee of the shares Company or an affiliate who (A) is an officer of Common Stock underlying the Performance Stock Units withheld will be exempt from liability Company required to file reports with the Securities and Exchange Commission under Section 16(b) 16 of the Securities Exchange Act of 1934, as amended(B) is an officer of the Company who reports directly to the CEO, (C) is the Chief Accounting Officer of the Company, or any successor thereto (“Exchange Act”D) pursuant to Rule 16b-3 under Section 16(bis the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period The Options shall be forfeited without compensation. Subject exercisable in whole or in part, according to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedulesschedule: Time-Based 60% to vest on the 1st anniversary of the Vesting Commencement Date, 20% to vest on the 2nd anniversary of the Vesting Commencement Date Percent Vested Subject and the remaining 20% to Three-Year Goal vest on the 3rd anniversary of Grant Date 100% For purposes the Vesting Commencement Date. The options may be exercised using a broker-assisted cashless exercise. pursuant to which the Company's broker shall engage in a same-day short sale of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying common stock of the Performance Stock Units Company (the "Shares") for which the option has been exercised. The broker shall advance the Company proceeds of the sale equal to which you become entitled on payment the exercise price plus any amount required for covering any withholding taxes and the remaining proceeds shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable available to the CompanyOptionee. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will Any broker costs shall be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined borne by the Company. /s/ Xxxx Xxxxx /s/ Xxxxx Xxxx-Xxxxxxx /s/ Xxxxx Xxxx-Xxxxxxx Xxxx Xxxxx WhiteSmoke, Inc. WhiteSmoke Israel Ltd. PROXY The undersigned, as a holder of securities of WhiteSmoke, Inc. described below, hereby irrevocably appoints WhiteSmoke, Inc. as my proxy to attend all shareholders' meetings and to vote, execute consents, and otherwise represent me with respect to exercised shares (i.e. options exercised into shares pursuant to the 2006 Employee Share Option Plan in the same manner and with the same effect as if the undersigned were personally present at any such meeting or voting such securities or personally acting on any matters submitted to shareholders for approval or consent. This proxy is made pursuant the WhiteSmoke 2006 Employee Share Option Plan. The Shares shall be voted by the proxy holder in the same proportion as the votes of the other shareholders of the Company. This proxy is irrevocable as it may affect rights of third parties. The irrevocable proxy will remain in full force and effect until the consummation of an IPO, upon which it will terminate automatically. This proxy shall be signed exactly as the shareholder's name appears on his share certificate. Joint shareholders must each sign this proxy. If any shares signed by an attorney in fact, the Power of Common Stock underlying vested Performance Stock Units are scheduled Attorney must be attached. Name Signature Date EXHIBIT B General Approval (Consolidated Version) Regarding Employer Payments to be paid during Pension Funds and Insurance Funds in Lieu of Severance Pay Pursuant to the Severance Pay Law, 1963 Pursuant to my authority according to appendix 14 of the Severance Pay Law, 1963 (the "Law”), I confirm that payments made by an employer as of the date of the publication of this General Approval, for its employee to a BP comprehensive pension in a provident fund for a pension that is not an insurance fund as defined in the Income Tax Regulations (Guidelines for Approving and Managing Provident Funds), 1964 (a “Pension Fund”), or to which you are subjecta managers’ insurance that includes the possibility of pension payments or a combination of payments to a pension program and a program that is not for a pension, in such managers' insurance fund (i) you an “Insurance Fund”), including payments made while combining payments to the Pension Fund and Insurance Fund, whether a pension plan exists in the Insurance Fund or not ("Employer Payments"), will be in lieu of severance pay due to the said employee as a result of the salary from which said payments were paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in and the period prior to such date. Except as otherwise of time in which they were made (the “Exempt Salary”); provided in that all of the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.conditions are met:

Vesting Schedule. Except So long as set forth in Section 5 hereofOptionee is a Service Provider, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period this Option shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested exercisable in accordance with the following vesting schedulesschedule: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes the limitation on the exercisability of the payment of applicable withholding taxes required by applicable lawOption set out in Part II, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent Section 2(a) of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(bOption Agreement, fifty percent (50%) of the Securities Exchange Act Shares subject to this Option will vest and become exercisable on the one year anniversary of 1934the Vesting Commencement Date, as amended, or any successor thereto twenty five percent (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b25%) of the Exchange ActShares subject to this Option will vest and become exercisable on the date eighteen (18) months following the Vesting Commencement Date and the remaining twenty-five percent (25%) of the Shares subject to this Option will vest and become exercisable in a series of six (6) successive equal monthly installments measured from the date eighteen (18) months following the Vesting Commencement Date, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled subject to Optionee continuing to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to Service Provider through each such date. Except In no event will the Option vest and become exercisable for any additional Shares subject to the Option after Optionee’s cessation as otherwise provided a Service Provider. Should Optionee request a reduction to his or her work commitment to less than thirty (30) hours per week, then the Administrator will have the right, exercisable in connection with the approval of that reduction, to extend the period over which the Option will thereafter vest and become exercisable for the Option Shares during the remainder of the term of the Option. The decision whether or not to approve Optionee’s request for such reduced work commitment will be at the sole discretion of the Administrator. In no event will any extension of the Exercise and Vesting Schedule for the Shares subject to the Option result in the preceding paragraphextension of the Term/Expiration Date of the Option. Notwithstanding the foregoing Vesting Schedule, when in the event the Company, Cisco or any Performance Stock Unit becomes vestedof their respective Subsidiaries terminates Optionee’s employment with any such entities without “Cause” (as defined below), Optionee’s employment is terminated due to Optionee’s death, or Optionee resigns from any such employment for “Good Reason” (as defined below), 100% of the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, Shares subject to applicable federal, state this Option will immediately vest and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rulebecome exercisable.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance The Restricted Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following schedule provided that Employee has been continuously employed by the Company from the date of this Agreement through the applicable vesting schedulesdate: TimeINTERNATIONAL EMPLOYEE – 3-Based Year Vesting Vesting Date Percent Vested Subject to Three-Year Goal Percentage of Total Numberof Restricted Stock Units 1st Anniversary of Grant Date 33 ⅓% 2nd Anniversary of Grant Date 66 ⅔% 3rd anniversary Anniversary of Grant Date 100% For purposes of Notwithstanding the payment of applicable withholding taxes required by applicable lawforegoing, unless otherwise provided in an Other Agreement pursuant to Paragraph 11, the number of shares of Common Stock underlying the Performance Restricted Stock Units to which you shall become entitled fully vested on payment shall be automatically reduced by the earliest of (i) the occurrence of Employee’s Involuntary Termination or termination for Good Reason within two years following a Corporate Change (as such terms are defined in the Plan) or (ii) the date Employee’s employment with the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some is terminated by reason of death or all of the amount of such obligation in cash in a manner acceptable to the Companydisability (as determined above). In the event that Employee’s employment is terminated for any other reason, including retirement with the number approval of shares (A) the Committee if Employee is a “senior executive of Common Stock underlying the Performance Company” (as defined below) or (B) the Company’s Chief Executive Officer (the “CEO”) if Employee is not a senior executive of the Company, the Committee (or its delegate, as appropriate) or, in the event of retirement of an Employee who is not a senior executive of the Company, the CEO, as applicable, may, in the Committee’s (or such delegate’s) or the CEO’s, as applicable, sole discretion, approve the acceleration of the vesting of any or all Restricted Stock Units that have not yet been forfeited and which are still outstanding and subject to which you restrictions, such vesting acceleration to be effective on the date of such approval or Employee’s termination date, if later. Notwithstanding the foregoing, in no event shall the Restricted Stock Units become entitled upon vesting is automatically reduced, it is fully vested prior to the intent expiration of one month from the Grant Date. “Senior executive” for purposes of this Agreement that shall mean (i) the CEO and (ii) any deemed “sale” regular, full-time employee of the shares Company or an affiliate who (A) is an officer of Common Stock underlying the Performance Stock Units withheld will be exempt from liability Company required to file reports with the Securities and Exchange Commission under Section 16(b) 16 of the Securities Exchange Act of 1934, as amended(B) is an officer of the Company who reports directly to the CEO, (C) is the Chief Accounting Officer of the Company, or any successor thereto (“Exchange Act”D) pursuant to Rule 16b-3 under Section 16(bis the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal The Option shall vest and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject become exercisable according to the attainment of the Performance Goal following indicated schedule: ¨ The Option shall vest and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested in accordance exercisable with the following vesting schedules: Timerespect to twenty-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” five percent (25%) of the shares of Common Stock underlying subject to the Performance Stock Units withheld will be exempt from liability under Section 16(b) Option on the first anniversary of the Securities Exchange Act of 1934Vesting Commencement Date, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) and thereafter the balance of the Exchange Act, or any successor provision. All unscheduled Option shall vest and scheduled blackout periods become exercisable in a series of thirty-six (each, a “BP”36) are determined by successive equal monthly installments measured from the Company. If any shares first anniversary of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Commencement Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federalParticipant’s continued status as a Service Provider through each of such vesting dates, state such that the Option shall be fully vested and local tax withholding in exercisable with respect to all of the manner described herein or otherwise acceptable shares of Stock subject to the CommitteeOption as of the fourth anniversary of the Vesting Commencement Date. Subject ¨ The Option shall vest and become exercisable in a series of forty-eight (48) successive equal monthly installments over the four-year period measured from the Vesting Commencement Date, subject to Participant’s continued status as a Service Provider through each of such vesting dates, such that the Option shall be fully vested and exercisable with respect to all of the shares of Stock subject to the Option as of the fourth anniversary of the Vesting Commencement Date. By his or her signature, Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this AgreementGrant Notice, you will be permitted the Stock Option Agreement and the Plan. Participant hereby agrees to transfer shares accept as binding, conclusive and final all decisions or interpretations of Common Stock following your receipt thereof, but only the Administrator upon any questions arising under the Plan or relating to the extent permitted by applicable law or rule.Option. I have read and accepted all terms and conditions of the Plan posted on wxx.xxxxxx.xxx. Below are instructions on how to access the Plan:

Vesting Schedule. Except as Subject to the limitations set forth in Section 5 hereofthis Letter, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal Plan and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5Initial Option Agreement, the Performance Stock Units will Option shall vest and become vested exercisable, in whole or in part, in accordance with the following vesting schedulesschedule: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Vesting: Percentage of Award Vested: Date 100of Award 25 % For purposes 6 Months after Award 50 % 1st Anniversary of the payment of applicable withholding taxes required by applicable lawAward 75 % 18 Months after Award 100 % provided, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced that if your Continuous Service is terminated without Cause by the Company or for Good Reason by you, if such termination occurs after the first anniversary of the Effective Date (as defined in the Employment Agreement) but prior to cover the applicable minimum statutorily required withholding obligationsecond anniversary thereof, except 50% of the unvested portion of the Option shall accelerate and vest immediately upon such termination. STG GROUP, INC. By: Title: THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THE OPTION SHALL VEST AND BECOME EXERCISABLE, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE’S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, and represents that you may elect he or she is familiar with the terms and provisions thereof, and hereby accepts the Option subject to pay some or all of the amount terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Plan, and the Option Agreement in their entirety, has had an opportunity to obtain the advice of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period counsel prior to such date. Except as otherwise provided in the preceding paragraphexecuting this Notice, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the fully understands all provisions of this Notice, the Plan and the Option Agreement. The Grantee hereby agrees that all questions of interpretation and administration relating to this Notice, you will the Plan and the Option Agreement shall be permitted to transfer shares resolved by the Administrator in accordance with Section 13 of Common Stock following your receipt thereof, but only the Option Agreement. The Grantee further agrees to the extent permitted by applicable law or rulevenue selection and waiver of a jury trial in accordance with Section 14 of the Option Agreement. The Grantee further agrees to notify the Company upon any change in the residence address indicated in this Notice. Dated: Signed: Grantee STG GROUP, INC. (FORMERLY GLOBAL DEFENSE & NATIONAL SECURITY SYSTEMS, INC.) 2015 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT

Vesting Schedule. Except as set forth in Section 5 hereofthe case of death or Disability, your vesting in any portion of the Performance Stock Units is contingent on attainment of the applicable Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the a Performance Goal is not attained during the relevant Performance Periodone-year performance period or the three-year performance period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the applicable Performance Goal and the subsequent certification described above, unless you experience a Termination before the applicable Vesting Date as provided in paragraph 5Date, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to One-Year Goal Percent Vested Subject to Three-Year Goal Goals 1st anniversary of Grant Date 100% N/A 2nd anniversary of Grant Date N/A N/A 3rd anniversary of Grant Date N/A 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number amount of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting tax withholding is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision16b-3. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the appropriate Vesting Date, with no proportionate or partial vesting in the period prior to any such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. Except The right to exercise this option will vest as set forth in Section 5 hereof, your vesting in any portion to 100% of the Performance Stock Units is contingent Shares specified in Paragraph 1 above on attainment the first date on which both of the Performance Goal following conditions shall have been satisfied: (a) the tenth trading day (occurring within a period of 30 consecutive trading days) on which the Fair Market Value of a Share is at least $150.00, provided that vesting will occur only if such tenth trading day occurs on or before January 2, 2003, and (b) the Company's total shareholder return (change in share price plus reinvestment of any dividends, as determined in the discretion of the Committee) equals or exceeds the median level of shareholder return for a subset of the Standard & Poor's ("S&P") 500 Financial Index (as determined in the discretion of the Committee) during the period from January 2, 1998 to the tenth trading day in (a) plus any days thereafter until such median level is met or, if such period is less than one year, during the one-year period that begins prior to January 2, 1998 and ends on the subsequent certification of that attainment by tenth trading day in (a) or any day thereafter until such median level is met (if it is met during such one-year period). However, on any scheduled vesting date, vesting actually will occur only if the CommitteeEmployee is an Executive on such date. In Notwithstanding the foregoing, in the event of the Performance Goal is not attained during the relevant Performance PeriodEmployee's Termination of Employment due to Early Retirement, Normal Retirement, Disability (hereafter, as applicable, all of defined in the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some Plan) or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subjectdeath, (i) you if the right to exercise any particular Shares would have vested within six (6) months after such Termination of Employment (had the Employee not incurred a Termination of Employment), then the right to exercise such Shares will be paid the applicable number of shares of Common Stock vest on the scheduled payment date that such right otherwise would have vested, and (net ii) if the right to exercise any particular Shares would have vested more than six (6) months after such Termination of Employment (had the Employee not incurred a Termination of Employment), then the right to exercise a portion of such Shares will vest on the date that such right otherwise would have vested, as determined in the discretion of the Committee based on the time elapsed from the Grant Date to the Termination of Employment and the vesting date. Notwithstanding any shares withheld contrary provision of this Paragraph 4, in the event of the Employee's Termination of Employment (A) by the Company to pay minimum required taxesother than for Cause (hereafter, as defined in the Employment Agreement), but death or Disability or (iiB) you will be unable by the Employee for Good Reason (hereafter, as defined in the Employment Agreement), the right to sell such shares exercise one hundred percent (100%) of Common Stock until the earliest date on which all BPs Shares subject to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only this option shall vest on the Vesting Date, with no proportionate or partial vesting in the period prior to date that such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership Termination of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleEmployment occurs.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance Stock Units is contingent The restrictions on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject Restricted Shares granted pursuant to the attainment Agreement will expire and the Restricted Shares will become transferable, except to the extent provided in Section 13 of the Performance Goal Agreement, and non-forfeitable according to the subsequent certification described abovefollowing schedule; provided, unless that you experience remain in the employ of, or a Termination before the Vesting Date as provided in paragraph 5service provider to, the Performance Stock Units will Company or its Subsidiaries continuously from the Date of Grant through such vesting dates. On or After Each of the Following Vesting Dates Portion of Shares as to Which the Restricted Shares are Transferable and Nonforfeitable First anniversary of the Date of Xxxxx One-third Second anniversary of the Date of Xxxxx One-third Third anniversary of the Date of Xxxxx One-third All Restricted Shares that have not become vested and non-forfeitable pursuant to this Notice will be null and void and forfeited to the Company in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary event of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced your termination by the Company to cover or its Subsidiaries for any reason. You acknowledge and agree that (a) you are not relying upon any determination by the applicable minimum statutorily required withholding obligationCompany, except that you may elect to pay some its affiliates, or all any of their respective employees, directors, officers, attorneys or agents (collectively, the “Company Parties”) of the amount Fair Market Value of such obligation in cash in a manner acceptable to the Company. In Stock on the event that Date of Grant, (b) you are not relying upon any written or oral statement or representation of the number of shares of Common Stock underlying Company Parties regarding the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent tax effects associated with your execution of this Agreement that any deemed “sale” and your receipt, holding and vesting of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(bRestricted Shares, and (c) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant in deciding to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of enter into this Agreement, you will be permitted to transfer shares are relying on your own judgment and the judgment of Common Stock following the professionals of your receipt thereofchoice with whom you have consulted. You hereby release, but only acquit and forever discharge the Company Parties from all actions, causes of actions, suits, debts, obligations, liabilities, claims, damages, losses, costs and expenses of any nature whatsoever, known or unknown, on account of, arising out of, or in any way related to the extent permitted tax effects associated with your execution of the Agreement and your receipt, holding and exercise of the Restricted Shares. Furthermore, you understand and acknowledge that you should consult with your tax advisor regarding the advisability of filing with the Internal Revenue Service an election under section 83(b) of the Code (a form of which is attached as Appendix C) with respect to the Restricted Shares for which the restrictions have not lapsed. This election must be filed no later than 30 days after Date of Xxxxx set forth in this Notice of Grant of Restricted Stock. This time period cannot be extended. You acknowledge (a) that you have been advised to consult with a tax advisor regarding the tax consequences of the award of the Restricted Shares and (b) that timely filing of a section 83(b) election is your sole responsibility, even if you request the Company or its representative to file such election on your behalf. If you make an election under section 83(b) of the Code, then you shall notify the Company of such election within ten (10) days of filing the election with the Internal Revenue Service. By your signature below, you hereby acknowledge receipt of the Restricted Shares issued on the Date of Grant indicated above, which have been issued under the terms and conditions of the Plan, this Notice and the Agreement. You further acknowledge receipt of the copy of the Plan and Agreement and agree to all of the terms and conditions of this Notice and the Plan and the Agreement, which are incorporated herein by applicable law or rule.reference. MIDSTATES PETROLEUM COMPANY, INC. By: Name: Title: Accepted by: [name of Xxxxxxx] Date: Confirmation of Receipt by Company: By: [insert name of Designated Recipient] Date Received: Attachments: Appendix A – Midstates Petroleum Company, Inc. 2012 Long Term Incentive Plan Appendix B – Restricted Stock Agreement Appendix C – Section 83(b) Election APPENDIX A MIDSTATES PETROLEUM COMPANY, INC. 2012 LONG TERM INCENTIVE PLAN APPENDIX B RESTRICTED STOCK AGREEMENT APPENDIX C

Vesting Schedule. Except This option will become exercisable (“vest”) as set forth in Section 5 hereof, your vesting in any portion to 25% of the Performance Stock Units is contingent original number of Shares on attainment the first anniversary of the Performance Goal Vesting Commencement Date and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all to an additional 2.0833% of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to original number of Shares at the attainment end of each successive month following the first anniversary of the Performance Goal and Vesting Commencement Date until the subsequent certification described above, unless you experience a Termination before fourth anniversary of the Vesting Date as Commencement Date, provided in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting Participant is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined continuously employed by the Company. If any shares For purposes of Common Stock underlying vested Performance Stock Units are scheduled this Agreement, “Vesting Commencement Date” shall mean , 20 . Except as may be specifically stated herein, the Participant must be employed on a vesting date for vesting to occur. There shall be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such each vesting date and all vesting shall occur only on the appropriate vesting date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership The right of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will exercise shall be permitted to transfer shares of Common Stock following your receipt thereof, but only cumulative so that to the extent permitted the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. [Upon the occurrence of a Change in Control (as defined below), and if, within 12 months after the Change in Control, the Participant’s employment with the Company or the acquiring or succeeding corporation is terminated for Good Reason (as defined below) by applicable law the Participant or rule.is terminated without Cause (as defined in Section 3(e) below) by the Company or the acquiring or succeeding corporation, then the vesting schedule of the Shares shall be accelerated so that 25% of the Shares that have not yet vested as of the date of the Participant’s termination shall vest immediately. Upon the occurrence of a Change in Control, the vesting schedule of the Shares shall be accelerated so that (A) 25% of the Unvested Shares shall vest immediately, (B) the remaining Unvested Shares shall vest ratably on a monthly basis in accordance with the original vesting schedule. For purposes of this agreement, the following terms shall have the following meanings:

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance The Restricted Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following schedule provided that Employee has been continuously employed by the Company from the date of this Agreement through the applicable vesting schedulesdate: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal Percentage of Total Numberof Restricted Stock Units 1st Anniversary of Grant Date 33 ⅓% 2nd Anniversary of Grant Date 66 ⅔% 3rd anniversary Anniversary of Grant Date 100% For purposes of Notwithstanding the payment of applicable withholding taxes required by applicable lawforegoing, unless otherwise provided in an Other Agreement pursuant to Paragraph 8, the number of shares of Common Stock underlying the Performance Restricted Stock Units to which you shall become entitled fully vested on payment shall be automatically reduced by the earliest of (i) the occurrence of your Involuntary Termination or termination for Good Reason within two years following a Corporate Change (as such terms are defined in the Plan) or (ii) the date Employee’s employment with the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some is terminated by reason of death or all of the amount of such obligation in cash in a manner acceptable to the Companydisability (as determined above). In the event that Employee’s employment is terminated for any other reason, including retirement with the number approval of shares (A) the Committee if Employee is a “senior executive of Common Stock underlying the Performance US EMPLOYEE – 3-Year Vesting Company” (as defined below) or (B) the Company’s Chief Executive Officer (the “CEO”) if Employee is not a senior executive of the Company, the Committee (or its delegate, as appropriate) or, in the event of retirement of an Employee who is not a senior executive of the Company, the CEO, as applicable, may, in the Committee’s (or such delegate’s) or the CEO’s, as applicable, sole discretion, approve the acceleration of the vesting of any or all Restricted Stock Units that have not yet been forfeited and which are still outstanding and subject to which you restrictions, such vesting acceleration to be effective on the date of such approval or Employee’s termination date, if later. Notwithstanding the foregoing, in no event shall the Restricted Stock Units become entitled upon vesting is automatically reduced, it is fully vested prior to the intent expiration of one month from the Grant Date. “Senior executive” for purposes of this Agreement that shall mean (i) the CEO and (ii) any deemed “sale” regular, full-time employee of the shares Company or an affiliate who (A) is an officer of Common Stock underlying the Performance Stock Units withheld will be exempt from liability Company required to file reports with the Securities and Exchange Commission under Section 16(b) 16 of the Securities Exchange Act of 1934, as amended(B) is an officer of the Company who reports directly to the CEO, (C) is the Chief Accounting Officer of the Company, or any successor thereto (“Exchange Act”D) pursuant to Rule 16b-3 under Section 16(bis the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. Except If you continue in Service (as defined below) on each applicable vesting date, the shares of Restricted Stock shall vest in [ ] annual installments on each of the [ ]. By your signature below or by your electronic acknowledgement of this Agreement, you agree to all of the terms and conditions described in the Agreement and in the Plan (if this is in paper form, a copy of the Plan is attached and if this is in electronic form, a copy of the Plan is available on this website). You acknowledge that you have carefully reviewed the Plan and agree that the Plan shall control in the event any provision of this Agreement should appear to be inconsistent with the Plan. You must accept your award no later than 4 pm Eastern Time, five (5) business days prior to the first vesting date or your entire award will be cancelled. Grantee: Date: (Signature) Company: Date: (Signature) Name: Title: Attachment This is not a stock certificate or a negotiable instrument. SECUREWORKS CORP. 2016 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK AGREEMENT Restricted Stock This Agreement evidences an award of shares of Restricted Stock in the number set forth on the cover sheet and subject to the terms and conditions set forth in Section 5 hereofthe Agreement and the Plan. Transferability Your shares of Restricted Stock may not be sold, your vesting in any portion assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the Performance shares of Restricted Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units be made subject to such Performance Goal for such Performance Period execution, attachment, or similar process. If you attempt to do any of these things, you will immediately and automatically forfeit your shares of Restricted Stock. Vesting Your shares of Restricted Stock shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary schedule set forth on the cover sheet of Grant Date 100% For purposes of the payment of this Agreement, so long as you continue in Service (as defined in this Agreement) on each applicable withholding taxes required by applicable law, vesting date. You may not vest in more than the number of shares of Common Stock underlying covered by your Restricted Stock, as set forth on the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all sheet of the amount this Agreement. The determination of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Restricted Stock underlying that may vest on each applicable vesting date shall be subject to the Performance Stock Units to rounding convention approved by the Committee (or its designee), which you become entitled upon convention may rely on rounding down fractional shares. Notwithstanding your vesting is automatically reducedschedule, it is the intent of this Agreement that any deemed “sale” of the shares of Common Restricted Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) shall become 100% vested upon your termination of the Securities Exchange Act of 1934, as amended, Service due to your death or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the CommitteeDisability. Subject to the Change in Control provisions of this Agreement, you will be permitted to transfer no additional portion of your shares of Common Restricted Stock following shall vest after your receipt thereofService has terminated for any other reason. Notwithstanding the Plan definitions of “Service” and “Service Provider,” for purposes of this Agreement, “Service” shall mean service qualifying a Grantee as a Service Provider to the Company or a Subsidiary, but only not to an Affiliate that is not a Subsidiary. The Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as such Grantee continues to be a Service Provider to the extent permitted Company or a Subsidiary. Subject to the preceding sentence, any determination by the Committee whether a termination of Service shall have occurred for purposes of the Plan shall be final, binding, and conclusive. If the Grantee’s employment or other Service relationship is with a Subsidiary and the applicable law entity ceases to be a Subsidiary, a termination of Service shall be deemed to have occurred when such entity ceases to be a Subsidiary, unless the Grantee transfers his or ruleher employment or other Service relationship to the Company or any other Subsidiary. Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by your employer in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by Applicable Laws. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. Your employer may determine, in its discretion, which leaves count for this purpose and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan. Notwithstanding the foregoing, the Company may determine, in its discretion, that a leave counts for this purpose even if your employer does not agree.

Vesting Schedule. Except as Subject to the Grantee’s Continuous Service and other limitations set forth in Section 5 hereofthis Notice, your vesting the Agreement and the Plan, the Units will “vest” in any portion accordance with the following schedule (the “Vesting Schedule”): Grantee’s interest in the Units will vest in four (4) equal annual installments of twenty-five percent (25%) of the Performance Stock Units, such that twenty-five percent (25%) of such Units is contingent shall vest on attainment the first annual anniversary of the Performance Goal Vesting Commencement Date and subsequently on the subsequent certification second, third and fourth anniversary of that attainment the Vesting Commencement Date until the Shares are fully vested. In the event of the Grantee’s change in status from Employee to Consultant or Director, the determination of whether such change in status results in a termination of Continuous Service will be determined in accordance with Section 409A of the Code. During any authorized leave of absence, the vesting of the Units as provided in this schedule shall be suspended (to the extent permitted under Section 409A of the Code) after the leave of absence exceeds a period of three (3) months. The Vesting Schedule of the Units shall be extended by the Committeelength of the suspension. Vesting of the Units shall resume upon the Grantee’s termination of the leave of absence and return to service to the Company or a Related Entity; provided, however, that if the leave of absence exceeds six (6) months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then (a) the Grantee’s Continuous Service shall be deemed to terminate on the first date following such six-month period and (b) the Grantee will forfeit the Units that are unvested on the date of the Grantee’s termination of Continuous Service. An authorized leave of absence shall include sick leave, military leave, or other bona fide leave of absence (such as temporary employment by the government). Notwithstanding the foregoing, with respect to a leave of absence due to any medically determinable physical or mental impairment of the Grantee that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Grantee to be unable to perform the duties of the Grantee’s position of employment or substantially similar position of employment, a twenty-nine (29) month period of absence shall be substituted for such six (6) month period above. For purposes of this Notice and the Agreement, the term “vest” shall mean, with respect to any Units, that such Units are no longer subject to forfeiture to the Company. If the Grantee would become vested in a fraction of a Unit, such Unit shall not vest until the Grantee becomes vested in the entire Unit. Vesting shall cease upon the date the Grantee terminates Continuous Service for any reason, including death or Disability. In the event the Performance Goal is not attained during Grantee terminates Continuous Service for any reason, including death or Disability, any unvested Units held by the relevant Performance Period, as applicable, all Grantee immediately upon such termination of the Performance Stock Units subject to such Performance Goal for such Performance Period Grantee’s Continuous Service shall be forfeited without compensation. Subject and deemed reconveyed to the attainment of the Performance Goal Company and the subsequent certification described above, unless you experience a Termination before Company shall thereafter be the Vesting Date as provided legal and beneficial owner of such reconveyed Units and shall have all rights and interest in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced or related thereto without further action by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleGrantee.

Vesting Schedule. Except as set forth in Section 5 hereofAs used herein, your vesting in any the term "vested" shall mean that portion of the Performance Stock Units this option that is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committeeexercisable. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period This option shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following vesting schedulesschedule: Time-Based Vesting Date Percent Vested Subject (i) except as set forth in (v) and (vi) below, no portion of this option shall be vested prior to Three-Year Goal 3rd the first anniversary of Grant your Vesting Commencement Date; (ii) 60 options shall be vested on the first anniversary of your Vesting Commencement Date; (iii) 240 options shall be vested on the third anniversary of your Vesting Commencement Date; (iv) 87,500 options shall be vested on the fourth anniversary of your Vesting Commencement Date 100(such that this option shall be vested in full on the fourth anniversary of your Vesting Commencement Date); (v) immediately following the effective time (the "Change in Control Effective Date") of a Change in Control (as defined below), a portion of this option which is unvested on the Change in Control Effective Date shall immediately vest so that at least 50% For purposes of the payment original grant is fully vested and exercisable as of applicable withholding taxes required by applicable law, the number Change in Control Effective Date and the remaining unvested portion of shares the option shall vest at the rate of Common Stock underlying 50% of such remaining unvested amount on the Performance Stock Units to which you become entitled on payment last day of each of the third month and the sixth month after the Change in Control Effective Date (such that this option shall be automatically reduced vested in full the last day of the month which is six months after the Change in Control Effective Date); and (vi) if, following the Change in Control Effective Date, your employment is terminated by the Company other than for Cause (as defined below) or by you for Good Reason (as defined below), this option shall vest in full on the effective date of such termination. The right of exercise shall be cumulative so that if you do not exercise this option to cover the applicable minimum statutorily required withholding obligationmaximum extent permissible in any period, except that you may elect it shall continue to pay some be exercisable, in whole or in part, with respect to all vested shares until the earlier of the amount of such obligation in cash in a manner acceptable to Final Exercise Date or the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent termination of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability option under Section 16(b) 3 below or under the Plan. Additionally, the Board of the Securities Exchange Act of 1934, as amendedDirectors, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Acta committee thereof, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period it sole discretion agrees that immediately prior to such date. Except as otherwise provided in a Change of Control it shall consider whether your vesting schedule set forth above should be further modified so that this option shall become fully vested upon the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership Change of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleControl.

Vesting Schedule. Except as set forth in Section 5 hereofSubject to all the terms of the attached Agreement, your vesting in any portion right to purchase Shares under this Option shall vest as to one-fourth (1/4) of the Performance Stock Units is contingent total number of Shares covered by this Option, as shown above, on attainment the one-year anniversary of the Performance Goal and on the subsequent certification of that attainment by the CommitteeVesting Calculation Date. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable lawThereafter, the number of shares of Common Stock underlying the Performance Stock Units to Shares which you may purchase under this Option shall vest as to: (i) an additional 2% of the Shares underlying this Option on each monthly anniversary of the Vesting Calculation Date over the subsequent 33-month period following such one-year anniversary of the Vesting Calculation Date, and (ii) an additional 3% of the Shares underlying this Option on each of the 46th, 47th and 48th monthly anniversaries of the Vesting Calculation Date. If Optionee is still rendering Service upon the consummation of a Change of Control, 50% of the unvested portion of this Option shall become entitled on payment vested. The remaining unvested portion of the Option shall be automatically reduced by continue to vest pursuant to its original vesting schedule but at 50% of the original rate of vesting over such vesting period. [ If Optionee’s Service terminated as a result of a Qualifying Termination (as defined in Optionee’s employment agreement with the Company dated as of and subject to Optionee timely complying with the terms and conditions of such employment agreement) or as a result of Optionee’s death or Disability, then this Option shall become incrementally vested on an accelerated basis on Optionee’s date of termination as if Optionee’s Service had terminated one year later. Moreover, the outstanding unvested portion of this Option will become fully vested upon a Qualifying Termination of Optionee’s Service within the twenty-four (24) month period following a Change of Control.] [ If Optionee’s Service is terminated within the twenty-four (24) month period following a Change of Control as a result of a Qualifying Termination (as defined in Optionee’s severance agreement with the Company dated as of under the Executive Severance Plan and subject to Optionee timely complying with the terms and conditions of such severance agreement), then the outstanding unvested portion of this Option will become fully vested upon such Qualifying Termination of Service. ] In all cases, the resulting aggregate number of vested Shares will be rounded down to the nearest whole number. Except as may be provided above, no Shares will vest after Optionee’s Service has terminated for any reason. By signing this cover the applicable minimum statutorily required withholding obligationsheet, except that you may elect agree to pay some or all of the amount terms and conditions described in the attached Agreement, the Plan and Plan prospectus, copies of such obligation which are also enclosed. Optionee: (Signature) Company: (Signature) Title: Attachment BRIDGEPOINT EDUCATION, INC. 2009 STOCK INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT The Plan and Other Agreements The text of the Plan is incorporated in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of by reference. Certain capitalized terms used in this Agreement are defined in the shares of Common Stock underlying Plan. This Agreement and the Performance Stock Units withheld will be exempt from liability under Section 16(b) of Plan constitute the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled entire understanding between you and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes)regarding this Option. Any prior agreements, but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you commitments or negotiations concerning this Option are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rulesuperseded.

Vesting Schedule. Except as set forth in Section 5 otherwise provided herein, an amount of Unvested Securities (as defined below) shall vest on the date hereof and on each of the first four anniversaries of the date hereof, your vesting such that the Executive Securities shall be vested on each such date in any portion accordance with the following schedule: ------------------------------------------------------------------------------------------------ Cumulative Percentage of Executive Date Securities Vested on Such Date -------------- ---------------------------------------- ------------------------------------------------------------------------------------------------ The date hereof 20% ------------------------------------------------------------------------------------------------ The first anniversary of the Performance Stock Units is contingent on attainment date hereof 40% ------------------------------------------------------------------------------------------------ The second anniversary of the Performance Goal date hereof 60% ------------------------------------------------------------------------------------------------ The third anniversary of the date hereof 80% ------------------------------------------------------------------------------------------------ The fourth anniversary of the date hereof 100% ------------------------------------------------------------------------------------------------ Notwithstanding the foregoing sentence, and except as otherwise provided herein, the above vesting schedule shall cease and no Unvested Securities (as defined below) shall vest after the date on which Executive's employment with the subsequent certification of Company and its Subsidiaries terminates for any reason; provided that attainment if Executive's employment is terminated by the CommitteeCompany without Cause, the Executive Securities shall thereafter continue to vest in accordance with the above schedule so long as Executive has not committed a Vesting Termination Breach (upon which breach the vesting schedule shall cease, and no Unvested Securities (as defined below) shall vest on or after the date of the first such breach). In the event the Performance Goal LLC or the Company has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is not attained during subject to the relevant Performance Perioddispute resolution provisions set forth in paragraph 6, as applicable, all vesting shall be tolled upon the date of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount allegation of such obligation in cash in a manner acceptable to the Company. In the event breach; provided that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid if it is ultimately resolved under paragraph 6 that Executive has committed a Vesting Termination Breach, the applicable number tolling shall become a permanent cessation such that vesting shall have forever ceased upon the date of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes)such allegation, but and (ii) you will be unable to sell such shares if it is ultimately resolved under paragraph 6 that Executive did not commit a Vesting Termination Breach, a number of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior Unvested Securities shall vest giving retroactive effect to such datevesting schedule such that there shall exist a number of Vested Securities as if the vesting schedule had not been tolled as a result of such allegations. Except Executive Securities which have become vested pursuant to this Agreement are referred to herein as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue "Vested Securities," and deliver all other Executive Securities are referred to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleas "Unvested Securities."

Vesting Schedule. Except This option will become exercisable (“vest”) as set forth in Section 5 hereofto 25% of the original number of Shares on the first anniversary of the Vesting Commencement Date and, your vesting as to the remaining 75% of the original number of Shares, ratably on a monthly basis at the end of each of the 36 months following the first anniversary of the Vesting Commencement Date. The “Vesting Commencement Date” is [Vesting Commencement Date]. The right of exercise shall be cumulative so that to the extent the option is not exercised in any portion period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Performance Stock Units is contingent on attainment Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. Without prior notice to the Participant, the Company’s Board of Directors may accelerate the vesting hereunder upon a resolution of the Performance Goal Board of Directors duly passed and on approved. Upon the subsequent certification occurrence of a Reorganization Event or a Change in Control Event (as defined in the Plan), except to the extent specifically provided to the contrary in any other agreement between the Participant and the Company, the vesting hereunder shall be accelerated so that attainment by this option shall become immediately exercisable for the Committee. In the event the Performance Goal is not attained during the relevant Performance Periodnumber of Shares subject to this option which otherwise would have first vested within 12 months following such Reorganization Event or Change in Control Event, as applicable, all of the Performance Stock Units and any remaining unvested shares subject to such Performance Goal for such Performance Period Option shall be forfeited without compensation. Subject continue to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject schedule set forth herein as though such 12 month period had actually passed. If within 12 months of a Reorganization Event or a Change in Control Event, the Participant ceases to Three-Year Goal 3rd anniversary be an Eligible Participant due to termination by the Company of Grant Date 100% For purposes its relationship with the Participant without Cause (as defined below) or a Constructive Termination (as defined below) of the payment of applicable withholding taxes required by applicable lawParticipant, except to the extent specifically provided to the contrary in any other agreement between the Participant and the Company, the vesting hereunder shall be further accelerated so that this option shall become immediately exercisable for the number of shares of Common Stock underlying Shares subject to this option which otherwise would have first vested within 24 months following such termination or Constructive Termination (“Additional Acceleration”), provided that the Performance Stock Units to which you become entitled on payment acceleration periods under this Section 2 shall be automatically reduced by cumulative, and any remaining unvested shares subject to such Option shall continue to vest in accordance with the Company vesting schedule set forth herein as though such additional 24 month period had actually passed. For the purposes of this option, a “Constructive Termination” is deemed to cover have occurred if the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all Participant is relocated outside of the amount Participant’s then residential area without his or her consent or there is a material diminution of such obligation in cash in a manner acceptable to the CompanyParticipant’s compensation, duties or responsibilities without his or her consent. In the event that the Participant is terminated without Cause (as defined below), the vesting hereunder shall be accelerated so that this Option shall become immediately exercisable for the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, Shares subject to applicable federal, state and local tax withholding in the manner described herein or this option which otherwise acceptable to the Committee. Subject to the provisions of would have first vested within 12 months following such termination; provided that this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rulesentence shall not apply if Additional Acceleration has occurred.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion 50% of the Performance Stock Units is contingent on attainment RSUs granted under this Award Agreement shall vest in four equal installments (each consisting of 12.5% of the Performance Goal and total RSU Shares) on March 31st of each calendar year following the subsequent certification of that attainment by year in which the Committee. In Grant Date occurred (with respect to each such installment, the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all “Vesting Date”) subject to achieving both of the Performance Stock Units subject to such Performance Goal following conditions (i) the Company’s achievement of its adjusted annual target EBITDA for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before calendar year immediately preceding the Vesting Date (“EBITDA Target”), as provided determined on an annual basis, in paragraph 5writing, by the Board of Directors and (ii) the Grantee continuing in a Service relationship with the Company or its Affiliate until the Vesting Date; provided, however, that if the Grantee is terminated without Cause after the end of such immediately preceding calendar year and prior to the Vesting Date (the “Interim Period”), then he or she shall still vest notwithstanding that he or she is not in a Service relationship with the Company on the Vesting Date so long as the EBITDA Target for such immediately preceding calendar year has been achieved. The remaining 50% of the RSUs granted under this Award Agreement shall vest in four equal installments (each consisting of 12.5% of the total RSU Shares) on the Vesting Date subject to the Grantee continuing in a Service relationship with the Company or its Affiliate until the Vesting Date; provided, however, that if the Grantee is terminated without Cause during the Interim Period, then he or she shall still vest notwithstanding that he or she is not in a Service relationship with the Company on the Vesting Date. For the calendar year ended December 31, 2009, the Performance Stock Units will become vested Board of Directors has determined the EBITDA Target to be $42,506,000 calculated in accordance with the following vesting schedulesdefinition of EBITDA: Time-Based Vesting Date Percent Vested Subject EBITDA – Net income or (loss) for the operating divisions for any period plus (a) the following to Three-Year Goal 3rd anniversary the extent deducted in calculating net income for such period: (i) interest charges for such period; (ii) the provision for federal, state, local and foreign income taxes for such period; (iii) depreciation and amortization expense; (iv) letter of Grant Date 100% For purposes of credit fees; (v) incentive bonuses paid under the payment of applicable withholding taxes required by applicable law, Plan and all other Incentive Plans; (vi) other costs related to the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced Chapter 11 cases filed by the Company to cover and its Business Units; (vii) other non-recurring, non-cash expenses; and (viii) any other non-cash write-downs or non-cash write-offs including fixed asset impairment or write-downs, intangible asset impairments, deferred tax asset write-offs and non-cash stock component expenses; and minus (b) the applicable minimum statutorily required withholding obligationfollowing, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Companyextent included in calculating such net income: (i) federal, state, local and foreign income tax benefits recorded by the Company for such period; and (ii) all extraordinary, non-recurring, non-cash items increasing net income for such period. Thereafter, EBITDA Targets shall be set forth in the ICP Plan or if no such targets are set forth in the ICP Plan, then EBITDA Targets shall be determined by the Board in its sole discretion. In the event that the number an EBITDA Target is not achieved in one calendar year, then that percentage of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement RSU Shares that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld would have otherwise vested on account thereof will be exempt from liability under Section 16(b) of irrevocably forfeited. For purposes hereof, EBITDA shall be calculated in the Securities Exchange Act of 1934, same manner as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of provided in the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are ICP unless otherwise determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleBoard.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance The Restricted Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following schedule provided that Employee has been continuously employed by the Company from the date of this Agreement through the applicable vesting schedulesdate: TimeINTERNATIONAL EMPLOYEE – 3-Based Year Vesting Vesting Date Percent Vested Subject to Three-Year Goal Percentage of Total Number of Restricted Stock Units 1st Anniversary of Grant Date 33 ⅓% 2nd Anniversary of Grant Date 66 ⅔% 3rd anniversary Anniversary of Grant Date 100% For purposes of Notwithstanding the payment of applicable withholding taxes required by applicable lawforegoing, unless otherwise provided in an Other Agreement pursuant to Paragraph 12, the number of shares of Common Stock underlying the Performance Restricted Stock Units to which you shall become entitled fully vested on payment shall be automatically reduced by the earliest of (i) the occurrence of Employee’s Involuntary Termination or termination for Good Reason within two years following a Corporate Change (as such terms are defined in the Plan) or (ii) the date Employee’s employment with the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some is terminated by reason of death or all of the amount of such obligation in cash in a manner acceptable to the Companydisability (as determined above). In the event that Employee’s employment is terminated for any other reason, including retirement with the number approval of shares (A) the Committee if Employee is a “senior executive of Common Stock underlying the Performance Company” (as defined below) or (B) the Company’s Chief Executive Officer (the “CEO”) if Employee is not a senior executive of the Company, the Committee (or its delegate, as appropriate) or, in the event of retirement of an Employee who is not a senior executive of the Company, the CEO, as applicable, may, in the Committee’s (or such delegate’s) or the CEO’s, as applicable, sole discretion, approve the acceleration of the vesting of any or all Restricted Stock Units that have not yet been forfeited and which are still outstanding and subject to which you restrictions, with such vesting acceleration to be effective on the date of such approval or Employee’s termination date, if later. Notwithstanding the foregoing, in no event shall the Restricted Stock Units become entitled upon vesting is automatically reduced, it is fully vested prior to the intent expiration of one month from the Grant Date. “Senior executive” for purposes of this Agreement that shall mean (i) the CEO and (ii) any deemed “sale” regular, full-time employee of the shares Company or an affiliate who (A) is an officer of Common Stock underlying the Performance Stock Units withheld will be exempt from liability Company required to file reports with the Securities and Exchange Commission under Section 16(b) 16 of the Securities Exchange Act of 1934, as amended(B) is an officer of the Company who reports directly to the CEO, (C) is the Chief Accounting Officer of the Company, or any successor thereto (“Exchange Act”D) pursuant to Rule 16b-3 under Section 16(bis the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the The Performance Stock Units is contingent on attainment of shall vest in accordance with the Performance Goal and on the subsequent certification of following schedule provided that attainment Employee has been continuously employed by the Committee. In Company from the event date of this Agreement through the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the applicable vesting date and such Performance Stock Units subject to such Performance Goal for such Performance Period shall be have not been forfeited without compensation. Subject pursuant to the attainment last two sentences of subparagraph (a) of this Paragraph 2: Vesting Date Vested Percentage of Total Numberof Performance Stock Units 1st Anniversary of Grant Date 33 ⅓% 2nd Anniversary of Grant Date 66 ⅔% 3rd Anniversary of Grant Date 100% INTERNATIONAL EMPLOYEE – 3-Year Vesting Notwithstanding the Performance Goal and the subsequent certification described aboveforegoing, unless you experience a Termination before the Vesting Date as otherwise provided in paragraph 5an Other Agreement pursuant to Paragraph 11, the Performance Stock Units will shall become fully vested on the earliest of (i) the occurrence of Employee’s Involuntary Termination or termination for Good Reason within two years following a Corporate Change (as such terms are defined in accordance the Plan) or (ii) the date Employee’s employment with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary Company is terminated by reason of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable lawdeath or disability (as determined above); provided, the number of shares of Common Stock underlying however, that if the Performance Stock Units have been forfeited pursuant to which you become entitled on payment shall be automatically reduced by the Company last two sentences of subparagraph (a) of this Paragraph 2 prior to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all date of the amount occurrence of an event described in clause (i) or (ii) of this sentence, then the Performance Stock Units shall remain forfeited and shall not vest upon the occurrence of any such obligation in cash in a manner acceptable to the Companyevent. In the event Employee’s employment is terminated for any other reason, including retirement with the approval of (A) the Committee if Employee is a “senior executive of the Company” (as defined below) or (B) the Company’s Chief Executive Officer (the “CEO”) if Employee is not a senior executive of the Company, the Committee (or its delegate, as appropriate) or, in the event of retirement of an Employee who is not a senior executive of the Company, the CEO, as applicable, may, in the Committee’s (or such delegate’s) or the CEO’s, as applicable, sole discretion, approve the acceleration of the vesting of any or all Performance Stock Units that have not yet been forfeited and which are still outstanding and subject to restrictions, with such vesting acceleration to be effective on the number date of shares of Common Stock underlying such approval or Employee’s termination date, if later. Notwithstanding the foregoing, in no event shall the Performance Stock Units become fully vested prior to which you become entitled upon vesting is automatically reduced, it is the intent expiration of one month from the Grant Date. “Senior executive” for purposes of this Agreement that shall mean (i) the CEO and (ii) any deemed “sale” regular, full-time employee of the shares Company or an affiliate who (A) is an officer of Common Stock underlying the Performance Stock Units withheld will be exempt from liability Company required to file reports with the Securities and Exchange Commission under Section 16(b) 16 of the Securities Exchange Act of 1934, as amended(B) is an officer of the Company who reports directly to the CEO, (C) is the Chief Accounting Officer of the Company, or any successor thereto (“Exchange Act”D) pursuant to Rule 16b-3 under Section 16(bis the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. Except Subject to the terms of the Restricted Stock Unit Agreement, the RSUs shall vest as set forth on Exhibit B to this Grant Notice. By electronically accepting this Grant Agreement, Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice. In addition, Participant explicitly acknowledges and agrees to be bound by the Restrictive Covenants set forth in Section 5 hereof, your vesting in any portion 3.6 of the Performance Restricted Stock Units is contingent on attainment Unit Agreement. Participant has reviewed the Restricted Stock Unit Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Unit Agreement and the Plan. Participant has been provided with a copy or electronic access to a copy of the Performance Goal prospectus for the Plan. Participant hereby agrees to accept as binding, conclusive and on final all decisions or interpretations of the subsequent certification Administrator upon any questions arising under the Plan, this Grant Notice or the Restricted Stock Unit Agreement. The Award is subject to the terms and conditions of that attainment the Plan which are incorporated herein by the Committeereference. In the event of any inconsistency between the Performance Goal Plan and the Restricted Stock Unit Agreement, the terms of the Plan shall control. Participant acknowledges that his or her acceptance of the terms and conditions of the Plan, the Restricted Stock Unit Agreement and this Grant Notice by his or her electronic acceptance of the Grant Agreement is a condition to the receipt of this Award. As a result, unless otherwise determined by the Administrator, in the event Participant does not attained during electronically accept this Grant Notice within ninety (90) days of the relevant Performance PeriodGrant Date, this Award shall be forfeited and Participant shall have no further rights thereto. Participant acknowledges that Section 4.5 of the Restricted Stock Unit Agreement amends the governing law of Participant’s Invention & Secrecy Agreement (as applicabledefined in the Restricted Stock Unit Agreement) and hereby agrees to such amendment. ​ EXHIBIT A TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE RESTRICTED STOCK UNIT AWARD AGREEMENT Pursuant to the Restricted Stock Unit Award Grant Notice (the “Grant Notice”) to which this Restricted Stock Unit Award Agreement (this “Agreement”) is attached, the Company has granted to Participant the right to receive the number of RSUs set forth in the Grant Notice, and their corresponding Dividend Equivalents pursuant to Article II, subject to all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal terms and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided conditions set forth in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleGrant Notice and the Plan.

Vesting Schedule. Except as set forth provided in Section 5 hereofParagraphs 3 and 5, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Restricted Stock Units subject to such Performance Goal for such Performance Period this Agreement shall be forfeited without compensation. Subject vest in the Employee, as to the attainment thirty-three and one-third percent (33-1/3%) of the Performance Goal Shares covered by this Award on February 15th of the year following the year this Award is granted, and as to an additional thirty-three and one-third percent (33-1/3%) on each succeeding one-year anniversary of the subsequent certification described abovefirst vesting date (each date, unless you experience a Termination before the "Vesting Date as provided in paragraph 5Date"), the Performance until one hundred percent (100%) of such Restricted Stock Units will become vested shall have been vested. Restricted Stock Units shall not vest in the Employee in accordance with any of the following vesting schedules: Time-Based provisions of Paragraph 2 unless the Employee (a) shall have been continuously employed by the Company or by one of its Affiliates from the Grant Date until each Vesting Date Percent Vested Subject or (b) shall have had a Termination of Service due to Three-Year Goal 3rd anniversary Retirement on or after January 1 of the calendar year immediately following the calendar year in which the Grant Date 100% occurs (a “Qualifying Retirement”), in which case, vesting and, for the avoidance doubt, settlement shall continue to occur on the scheduled Vesting Dates; provided, however, that if the Employee's Qualifying Retirement occurs within one (1) year following the Grant Date, then the number of Restricted Stock Units subject to this Agreement shall be adjusted proportionally by the time during such one (1) year period that the Employee remained an employee of the Company (based upon a 365 day year). For example, if the Employee is granted 6,000 Restricted Stock Units on November 1, 2013 and the Employee's Qualifying Retirement occurs 90 days after the Grant Date, then the Employee's number of Restricted Stock Units would be reduced from 6,000 shares to 1479 shares (6,000 x 90/365) and the balance of the Restricted Stock Units would be cancelled. For purposes of this Agreement only, if an Employee would become eligible for Retirement in a given year after the payment Company’s last regular payroll date in November of applicable withholding taxes required by applicable lawsuch year, the number then such Employee shall instead be deemed Retirement eligible on such payroll date; provided, however, that a Termination of shares of Common Stock underlying the Performance Stock Units Service due to which you become entitled such deemed Retirement shall only constitute a Qualifying Retirement if it occurs on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all after January 1 of the amount of such obligation calendar year immediately following the calendar year in cash in a manner acceptable to which the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleGrant Date occurs.

Vesting Schedule. Except Subject to the terms of the Agreement, the RSUs shall vest as follows: 25% of the RSUs shall vest on each of the first four anniversaries of the Vesting Commencement Date so long as Holder does not have a Termination of Service prior to any such vesting date (each such vesting date, a “Scheduled Vesting Date” with respect to that portion of the RSUs scheduled to vest on such date). Notwithstanding the foregoing, if any of the foregoing vesting events occurs on a day that is not a day on which The Nasdaq Stock Market is open for trading, then the applicable vesting date shall be the next occurring day on which The Nasdaq Stock Market is open for trading. By electronically accepting the Award, Xxxxxx agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. Holder has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting the Award and fully understands all provisions of this Grant Notice, the Agreement and the Plan. Holder has been provided with a copy or electronic access to a copy of the U.S. prospectus for the Plan and the tax supplement to the U.S. prospectus for Holder’s country of employment. Holder hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Agreement. EXHIBIT A TO RESTRICTED STOCK UNIT GRANT NOTICE RESTRICTED STOCK UNIT AGREEMENT Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) to which this Restricted Stock Unit Agreement (this “Agreement”) is attached, the Company has granted to Holder the right to receive the number of RSUs set forth in Section 5 hereofthe Grant Notice, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, subject to all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal terms and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided conditions set forth in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleGrant Notice and the Plan.

Vesting Schedule. Except as set forth in Section 5 hereofthe case of death or Disability, your vesting in any portion of the Performance Stock Units is contingent on attainment of the applicable Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the a Performance Goal is not attained during the relevant Performance Periodone-year performance period or the three-year performance period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the applicable Performance Goal and the subsequent certification described above, unless you experience a Termination before the applicable Vesting Date as provided in paragraph 5Date, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to One-Year Goal Percent Vested Subject to Three-Year Goal Goals 1st anniversary of Grant Date 100% N/A 2nd anniversary of Grant Date N/A N/A 3rd anniversary of Grant Date N/A 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number amount of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting tax withholding is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision16b-3. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 6 above, all vesting will occur only on the appropriate Vesting Date, with no proportionate or partial vesting in the period prior to any such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. Except as set forth in Section 5 hereofAs used herein, your vesting in any the term "vested" shall mean that portion of the Performance Stock Units this option that is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committeeexercisable. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period This option shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following vesting schedulesschedule: Time-Based Vesting Date Percent Vested Subject (i) except as set forth in (v) and (vi) below, no portion of this option shall be vested prior to Three-Year Goal 3rd the first anniversary of Grant your Vesting Commencement Date; (ii) 87,440 options shall be vested on the first anniversary of your Vesting Commencement Date; (iii) 87,500 options shall be vested on the second anniversary of your Vesting Commencement Date; (iv) 87,260 options shall be vested on the third anniversary of your Vesting Commencement Date 100(such that this option shall be vested in full on the third anniversary of your Vesting Commencement Date); (v) immediately following the effective time (the "Change in Control Effective Date") of a Change in Control (as defined below), a portion of this option which is unvested on the Change in Control Effective Date shall immediately vest so that at least 50% For purposes of the payment original grant is fully vested and exercisable as of applicable withholding taxes required by applicable law, the number Change in Control Effective Date and the remaining unvested portion of shares the option shall vest at the rate of Common Stock underlying 50% of such remaining unvested amount on the Performance Stock Units to which you become entitled on payment last day of each of the third month and the sixth month after the Change in Control Effective Date (such that this option shall be automatically reduced vested in full the last day of the month which is six months after the Change in Control Effective Date); and (vi) if, following the Change in Control Effective Date, your employment is terminated by the Company other than for Cause (as defined below) or by you for Good Reason (as defined below), this option shall vest in full on the effective date of such termination. The right of exercise shall be cumulative so that if you do not exercise this option to cover the applicable minimum statutorily required withholding obligationmaximum extent permissible in any period, except that you may elect it shall continue to pay some be exercisable, in whole or in part, with respect to all vested shares until the earlier of the amount of such obligation in cash in a manner acceptable to Final Exercise Date or the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent termination of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability option under Section 16(b) 3 below or under the Plan. Additionally, the Board of the Securities Exchange Act of 1934, as amendedDirectors, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Acta committee thereof, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period it sole discretion agrees that immediately prior to such date. Except as otherwise provided in a Change of Control it shall consider whether your vesting schedule set forth above should be further modified so that this option shall become fully vested upon the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership Change of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleControl.

Vesting Schedule. Except The right to exercise this option will vest as set forth in Section 5 hereof, your vesting in any portion to 100% of the Performance Stock Units is contingent Shares specified in Paragraph 1 above on attainment the first date on which both of the Performance Goal following conditions shall have been satisfied: (a) the tenth trading day (occurring within a period of 30 consecutive trading days) on which the Fair Market Value of a Share is at least $150.00, provided that vesting will occur only if such tenth trading day occurs on or before [DATE FIVE YEARS FROM GRANT DATE], and (b) the Company's total shareholder return (change in share price plus reinvestment of any dividends, as determined in the discretion of the Committee) equals or exceeds the median level of shareholder return for a subset of the Standard & Poor's ("S&P") 500 Financial Index (as determined in the discretion of the Committee) during the period from [GRANT DATE] to the tenth trading day in (a) plus any days thereafter until such median level is met or, if such period is less than one year, during the one-year period that begins prior to [GRANT DATE] and ends on the subsequent certification of that attainment by tenth trading day in (a) or any day thereafter until such median level is met (if it is met during such one-year period). However, on any scheduled vesting date, vesting actually will occur only if the CommitteeEmployee is an Executive on such date. In Notwithstanding the foregoing, in the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject Employee's Termination of Employment due to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described aboveEarly Retirement, unless you experience a Termination before the Vesting Date as provided in paragraph 5Normal Retirement, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some Disability or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subjectdeath, (i) you if the right to exercise any particular Shares would have vested within six (6) months after such Termination of Employment (had the Employee not incurred a Termination of Employment), then the right to exercise such Shares will be paid the applicable number of shares of Common Stock vest on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes)that such right otherwise would have vested, but and (ii) you if the right to exercise any particular Shares would have vested more than six (6) months after such Termination of Employment (had the Employee not incurred a Termination of Employment), then the right to exercise a portion of such Shares will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only vest on the Vesting Datedate that such right otherwise would have vested, with no proportionate or partial vesting as determined in the period prior to such date. Except as otherwise provided in discretion of the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, Committee based on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in time elapsed from the manner described herein or otherwise acceptable Grant Date to the Committee. Subject to Termination of Employment and the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rulevesting date.

Vesting Schedule. Except as Subject to any acceleration provisions contained in the Plan or set forth in Section 5 hereof, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5below, the Performance Restricted Stock Units will become vested vest in accordance with the following vesting schedulesschedule: Time[Twenty-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(bfive percent (25%) of the Securities Exchange Act Restricted Stock Units will vest on the one (1)-year anniversary of 1934the Vesting Commencement Date, as amended, or any successor thereto and one sixteenth (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b1/16th) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Restricted Stock Units are scheduled will vest on each Quarterly Vesting Date (as defined below) thereafter, subject to Participant continuing to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell Service Provider through each such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the date.] A “Quarterly Vesting Date, with no proportionate ” is the first trading day on or partial vesting in the period prior to such dateafter each of . Except as otherwise provided in the preceding following paragraph, when in the event Participant ceases to be a Service Provider for any Performance or no reason before Participant vests in the Restricted Stock Unit becomes vestedUnits, the Company Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. The vesting schedule above notwithstanding, the Restricted Stock Units shall be subject to the following special vesting acceleration provisions (unless it determines a delay is required under applicable law or rules) will, on referred to herein as the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method“Accelerated Vesting Benefits”), subject to applicable federalParticipant’s execution and delivery of a release and waiver of claims agreement drafted by and satisfactory to counsel for the Company, state and local tax withholding in the manner described herein case of termination, such release and waiver of claims agreement must be executed and become effective within sixty (60) days following the employment termination date (“Termination Date”) or otherwise acceptable the second (2nd) anniversary of the Change in Control, as applicable (the date such release and waiver of claims agreement becomes effective, the “Release Effective Date”): • If, at any time before the consummation of any Change in Control, Participant’s employment is terminated by the Company without Cause (as defined below or in a Separate Agreement, as applicable) and other than for death or Disability, or by Participant with Good Reason (as defined below or in a Separate Agreement, as applicable), then that number of Restricted Stock Units as would have vested in the twelve (12)-month period following the Termination Date, had Participant continued to be employed by the Company for such period, shall vest, effective as of the Release Effective Date. • If (i) on the date twenty-four (24) months immediately following the consummation of any Change in Control, Participant is providing services to the Committee. Subject to acquiring company as either an employee or a consultant or (ii) within twenty-four (24) months following the provisions consummation of this Agreementany Change in Control, you will be permitted to transfer shares Participant’s employment is terminated by the Company without Cause and other than for death or Disability, or by Participant for Good Reason (as defined below), then in either the case of Common (i) or (ii), one hundred percent (100%) of the Restricted Stock following your receipt thereofUnits that remain unvested shall vest in full, but only to effective as of the extent permitted by applicable law or ruleRelease Effective Date.

Vesting Schedule. Except as (a) Subject to the Participant’s continued employment with any of the Constituent Companies, the RSUs shall vest pursuant to the vesting schedule set forth in the Essential Grant Terms (as modified by this Agreement) until such RSUs are one hundred percent (100%) vested. Upon the Participant’s termination of employment for any reason, any unvested RSUs shall immediately terminate, and no further Shares shall be issued or transferred under Section 5 hereof3 of this Agreement in respect of such unvested RSUs; provided, your vesting in any portion however, that if (i) the Participant’s employment with the Constituent Companies terminates due to the Participant’s death or Disability, the RSUs granted hereunder shall vest with respect to one hundred percent (100%) of the Performance Stock Units is contingent on attainment of RSUs held by the Performance Goal and Participant on the subsequent certification date of that attainment by such termination of employment, or (ii) the Committee. In Participant’s employment with the event Constituent Companies terminates due to an Involuntary Termination, a number of RSUs granted hereunder shall vest on the Performance Goal is not attained during the relevant Performance Perioddate of such Involuntary Termination, to be determined as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject follows: if pursuant to the attainment vesting schedule set forth in the Essential Grant Terms (A) the RSUs vest ratably in more than one installment over a period of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable lawtime, the number of shares RSUs granted hereunder that shall vest on the date of Common Stock underlying such Involuntary Termination shall equal the Performance Stock Units to which you become entitled on payment shall be automatically reduced by total number of RSUs that would have otherwise vested within the Company to cover the applicable minimum statutorily required withholding obligationtwelve (12) month period immediately following such Involuntary Termination, except that you may elect to pay some or all (B) one hundred percent (100%) of the amount of such obligation in cash in a manner acceptable to the Company. In the event that RSUs vest on one specified date, the number of shares RSUs granted hereunder that shall vest on the date of Common Stock underlying such Involuntary Termination shall equal the Performance Stock Units to product of the total number of RSUs multiplied by a fraction, the numerator of which you become entitled upon vesting is automatically reduced, it is the intent number of this Agreement that any deemed “sale” whole months elapsed between the Date of Grant set forth in the shares Essential Grant Terms and the date of Common Stock underlying such Involuntary Termination and the Performance Stock Units withheld will be exempt from liability under Section 16(bdenominator of which is the number of whole months between the Date of Grant set forth in the Essential Grant Terms and the originally scheduled vesting date, less the number (if any) of RSUs that vested before the Securities Exchange Act date of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleInvoluntary Termination.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance The Restricted Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following schedule provided that Employee has been continuously employed by the Company from the date of this Agreement through the applicable vesting schedulesdate: TimeINTERNATIONAL EMPLOYEE – 3-Based Year Vesting Vesting Date Percent Vested Subject to Three-Year Goal Percentage of Total Numberof Restricted Stock Units 1st Anniversary of Grant Date 33 ⅓% 2nd Anniversary of Grant Date 66 ⅔% 3rd anniversary Anniversary of Grant Date 100% For purposes of Notwithstanding the payment of applicable withholding taxes required by applicable lawforegoing, unless otherwise provided in an Other Agreement pursuant to Paragraph 11, the number of shares of Common Stock underlying the Performance Restricted Stock Units to which you shall become entitled fully vested on payment shall be automatically reduced by the earliest of (i) the occurrence of Employee’s Involuntary Termination or termination for Good Reason within two years following a Corporate Change (as such terms are defined in the Plan) or (ii) the date Employee’s employment with the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some is terminated by reason of death or all of the amount of such obligation in cash in a manner acceptable to the Companydisability (as determined above). In the event that Employee’s employment is terminated for any other reason, including retirement with the number approval of shares (A) the Committee if Employee is a “senior executive of Common Stock underlying the Performance Company” (as defined below) or (B) the Company’s Chief Executive Officer (the “CEO”) if Employee is not a senior executive of the Company, the Committee (or its delegate, as appropriate) or, in the event of retirement of an Employee who is not a senior executive of the Company, the CEO, as applicable, may, in the Committee’s (or such delegate’s) or the CEO’s, as applicable, sole discretion, approve the acceleration of the vesting of any or all Restricted Stock Units that have not yet been forfeited and which are still outstanding and subject to which you restrictions, with such vesting acceleration to be effective on the date of such approval or Employee’s termination date, if later. Notwithstanding the foregoing, in no event shall the Restricted Stock Units become entitled upon vesting is automatically reduced, it is fully vested prior to the intent expiration of one month from the Grant Date. “Senior executive” for purposes of this Agreement that shall mean (i) the CEO and (ii) any deemed “sale” regular, full-time employee of the shares Company or an affiliate who (A) is an officer of Common Stock underlying the Performance Stock Units withheld will be exempt from liability Company required to file reports with the Securities and Exchange Commission under Section 16(b) 16 of the Securities Exchange Act of 1934, as amended(B) is an officer of the Company who reports directly to the CEO, (C) is the Chief Accounting Officer of the Company, or any successor thereto (“Exchange Act”D) pursuant to Rule 16b-3 under Section 16(bis the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. Except as set forth [Subject to your Continuous Service with the Company or one of its Affiliates, 100% of the Restricted Share Units shall vest on the first anniversary of the Vesting Commencement Date, subject to the vesting conditions described in Section 5 hereof3 below.]1 [Subject to your Continuous Service with the Company or one of its Affiliates and the vesting conditions described in Section 3 below, your vesting in any portion 25% of the Performance Stock number of Restricted Share Units is contingent granted shall vest on attainment the first anniversary of the Performance Goal Vesting Commencement Date, and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all remaining 75% of the Performance Stock number of Restricted Share Units subject granted shall vest thereafter in twelve quarterly installments, each equal to 6.25% of the number of Restricted Share Units granted, such Performance Goal for such Performance Period that the Award shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before fully vested approximately four years following the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% Commencement Date. For purposes of the payment foregoing, the Restricted Share Units shall vest on the same day of applicable withholding taxes required by applicable lawthe month as the day on which the Vesting Commencement Date occurred, or if there is no such day in the scheduled month of vesting, then on the next subsequent calendar day. If, on any vesting date, this Vesting Schedule would result in the vesting of a fraction of a Share, such fraction shall be rounded down to the nearest whole Share, and any remaining fractions of a Share that have not become vested due to the aforementioned rounding rule shall be combined with any other fractional Restricted Share Unit scheduled to vest and/or prior fractional Restricted Share Unit rollovers, and shall become vested as whole Shares on certain subsequent vesting dates, such that the Award shall be fully vested approximately four years following the Vesting Commencement Date.]2 [Subject to your Continuous Service with the Company or one of its Affiliates and the vesting conditions described in Section 3 below, 25% of the number of shares of Common Stock underlying Restricted Share Units granted shall vest each year on the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all first four anniversaries of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon Vesting 1 To be used for 1-year vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will 2 To be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all used for 4-year vesting will occur only on the Vesting Date, with no proportionate or partial quarterly vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.after first year September 2022

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date Your PRSU becomes nonforfeitable (“Vested”) as provided in paragraph 5the Cover Letter and the Grant Agreement assuming you remain employed by the Company until December 31, 2014 and the performance metric(s) for the one year period beginning January 1, 2014 and ending December 31, 2014 (the “Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% Period”) are satisfied. For purposes of this Grant Agreement, employment with the payment Company will include employment with any Subsidiary whose employees are then eligible to receive Awards under the Plan (provided that a later transfer of applicable withholding taxes required by applicable law, employment to an ineligible Subsidiary will not terminate employment unless the number Compensation Committee of shares the Board of Common Stock underlying Directors (the Performance Stock Units to which you become entitled on payment shall be automatically reduced “Committee” of the “Board”)) determines otherwise). If your employment is terminated by the Company to cover the applicable minimum statutorily required withholding obligationwithout “Cause” or by you for “Good Reason”, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on each case before the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, PRSU will become Vested on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to original vesting schedule as though you a stock certificate registered in your name or will promptly recognize ownership of your shares remained working through uncertificated book entry or another similar methodthe Vesting Date, subject to any applicable federal, state and local tax withholding performance conditions. Payments under this PRSU as a result of termination will be subject to the Release requirements in the manner described herein 2014 Employment Agreement, where applicable in connection with a termination without Cause, resignation for Good Reason, Change in Control or otherwise acceptable to Disability. The PRSU will be frozen, if not already fully Vested, between the Committeedate your employment ends and the date your Release requirement is met (or the deadline for providing the Release expires), at which point the PRSU will be forfeited if the Release has not become irrevocable. Subject to Any Distribution Date falling between the provisions date your employment ends and the deadline for providing an irrevocable Release will be delayed until the last day of this Agreementthe period for providing an irrevocable Release. If your employment ends as a result of death or as a result of your Disability, you will become Vested, subject to any applicable performance conditions, and the payout will be permitted to transfer shares prorated based on actual performance through the quarter in which your death or termination for Disability occurs. In the case of Common Stock following your receipt thereofdeath, but only to the extent permitted results will be certified by the Committee as soon as practicable after the end of the applicable law or rulequarter, with the date of potentially accelerated certification being the Vesting Date for this purpose. To be eligible for a prorated payout, the prorated performance must be at least 80% of the prorated target.

Vesting Schedule. Except The right to exercise this option will vest as set forth in Section 5 hereof, your vesting in any portion to 100% of the Performance Stock Units is contingent Shares specified in Paragraph 1 above on attainment the first date on which both of the Performance Goal following conditions shall have been satisfied: (a) the tenth trading day (occurring within a period of 30 consecutive trading days) on which the Fair Market Value of a Share is at least $150.00, provided that vesting will occur only if such tenth trading day occurs on or before [DATE FIVE YEARS FROM GRANT DATE], and (b) the Company's total shareholder return (change in share price plus reinvestment of any dividends, as determined in the discretion of the Committee) equals or exceeds the median level of shareholder return for a subset of the Standard & Poor's ("S&P") 500 Financial Index (as determined in the discretion of the Committee) during the period from [GRANT DATE] to the tenth trading day in (a) plus any days thereafter until such median level is met or, if such period is less than one year, during the one-year period that begins prior to [GRANT DATE] and ends on the subsequent certification of that attainment by tenth trading day in (a) or any day thereafter until such median level is met (if it is met during such one-year period). However, on any scheduled vesting date, vesting actually will occur only if the CommitteeEmployee remains an Employee on such date. In Notwithstanding the foregoing, in the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject Employee's Termination of Employment due to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described aboveEarly Retirement, unless you experience a Termination before the Vesting Date as provided in paragraph 5Normal Retirement, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some Disability or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subjectdeath, (i) you if the right to exercise any particular Shares would have vested within six (6) months after such Termination of Employment (had the Employee not incurred a Termination of Employment), then the right to exercise such Shares will be paid the applicable number of shares of Common Stock vest on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes)that such right otherwise would have vested, but and (ii) you if the right to exercise any particular Shares would have vested more than six (6) months after such Termination of Employment (had the Employee not incurred a Termination of Employment), then the right to exercise a portion of such Shares will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only vest on the Vesting Datedate that such right otherwise would have vested, with no proportionate or partial vesting as determined in the period prior to such date. Except as otherwise provided in discretion of the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, Committee based on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in time elapsed from the manner described herein or otherwise acceptable Grant Date to the Committee. Subject to Termination of Employment and the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rulevesting date.

Vesting Schedule. Except as set forth in Section 5 hereofAs used herein, your vesting in any the term "vested" shall mean that portion of the Performance Stock Units this option that is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committeeexercisable. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period This option shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following vesting schedulesschedule: Time-Based Vesting Date Percent Vested Subject (i) except as set forth in (iii) and (iv) below, no portion of this option shall be vested prior to Three-Year Goal 3rd the fourth anniversary of Grant your Vesting Commencement Date; (ii) 125,000 options shall be vested on the fourth anniversary of your Vesting Commencement Date 100(such that this option shall be vested in full on the fourth anniversary of your Vesting Commencement Date); (iii) immediately following the effective time (the "Change in Control Effective Date") of a Change in Control (as defined below), a portion of this option which is unvested on the Change in Control Effective Date shall immediately vest so that at least 50% For purposes of the payment original grant is fully vested and exercisable as of applicable withholding taxes required by applicable law, the number Change in Control Effective Date and the remaining unvested portion of shares the option shall vest at the rate of Common Stock underlying 50% of such remaining unvested amount on the Performance Stock Units to which you become entitled on payment last day of each of the third month and the sixth month after the Change in Control Effective Date (such that this option shall be automatically reduced vested in full the last day of the month which is six months after the Change in Control Effective Date); and (iv) if, following the Change in Control Effective Date, your employment is terminated by the Company other than for Cause (as defined below) or by you for Good Reason (as defined below), this option shall vest in full on the effective date of such termination. The right of exercise shall be cumulative so that if you do not exercise this option to cover the applicable minimum statutorily required withholding obligationmaximum extent permissible in any period, except that you may elect it shall continue to pay some be exercisable, in whole or in part, with respect to all vested shares until the earlier of the amount of such obligation in cash in a manner acceptable to Final Exercise Date or the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent termination of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability option under Section 16(b) 3 below or under the Plan. Additionally, the Board of the Securities Exchange Act of 1934, as amendedDirectors, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Acta committee thereof, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period it sole discretion agrees that immediately prior to such date. Except as otherwise provided in a Change of Control it shall consider whether your vesting schedule set forth above should be further modified so that this option shall become fully vested upon the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership Change of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleControl.

Vesting Schedule. Except as set forth otherwise provided herein, an amount of Unvested Securities (as defined below) shall vest in Section 5 hereofaccordance with the following schedule: Cumulative Percentage of Executive Date Securities Vested on Such Date ---- ---------------------------------- January 28, your 1998 20% January 28, 1999 60% January 28, 2000 80% January 28, 2001 100% Notwithstanding the foregoing sentence, and except as otherwise provided herein, the above vesting schedule shall cease and no Unvested Securities (as defined below) shall vest after the date on which Executive's employment with the Company and its Subsidiaries terminates for any reason; provided that if Executive's employment is terminated by the Company without Cause, the Executive Securities shall thereafter continue to vest in any portion accordance with the above schedule so long as Executive has not committed a Vesting Termination Breach (upon which breach the vesting schedule shall cease, and no Unvested Securities (as defined below) shall vest on or after the date of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committeefirst such breach). In the event the Performance Goal Company has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided dispute resolution provisions set forth in paragraph 5, vesting shall be tolled upon the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes date of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount allegation of such obligation in cash in a manner acceptable to the Company. In the event breach; provided that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid if it is ultimately resolved under paragraph 5 that Executive has committed a Vesting Termination Breach, the applicable number tolling shall become a permanent cessation such that vesting shall have forever ceased upon the date of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes)such allegation, but and (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to if it is ultimately resolved under paragraph 5 abovethat Executive did not commit a Vesting Termination Breach, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior a number of Unvested Securities shall vest giving retroactive effect to such datevesting schedule such that there shall exist a number of Vested Securities as if the vesting schedule had not been tolled as a result of such allegations. Except Executive Securities which have become vested pursuant to this Agreement are referred to herein as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue "Vested Securities," and deliver all other Executive Securities are referred to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleas "Unvested Securities."

Vesting Schedule. Except as set forth in Section 5 hereofAs used herein, your vesting in any the term "vested" shall mean that portion of the Performance Stock Units this option that is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committeeexercisable. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period This option shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following vesting schedulesschedule: Time-Based Vesting Date Percent Vested Subject (i) except as set forth in (v) and (vi) below, no portion of this option shall be vested prior to Three-Year Goal 3rd the first anniversary of Grant your Vesting Commencement Date; (ii) 80 options shall be vested on the first anniversary of your Vesting Commencement Date; (iii) 20 options shall be vested on the second anniversary of your Vesting Commencement Date; (iv) 187,500 options shall be vested on the fourth anniversary of your Vesting Commencement Date 100(such that this option shall be vested in full on the fourth anniversary of your Vesting Commencement Date); (v) immediately following the effective time (the "Change in Control Effective Date") of a Change in Control (as defined below), a portion of this option which is unvested on the Change in Control Effective Date shall immediately vest so that at least 50% For purposes of the payment original grant is fully vested and exercisable as of applicable withholding taxes required by applicable law, the number Change in Control Effective Date and the remaining unvested portion of shares the option shall vest at the rate of Common Stock underlying 50% of such remaining unvested amount on the Performance Stock Units to which you become entitled on payment last day of each of the third month and the sixth month after the Change in Control Effective Date (such that this option shall be automatically reduced vested in full the last day of the month which is six months after the Change in Control Effective Date); and (vi) if, following the Change in Control Effective Date, your employment is terminated by the Company other than for Cause (as defined below) or by you for Good Reason (as defined below), this option shall vest in full on the effective date of such termination. The right of exercise shall be cumulative so that if you do not exercise this option to cover the applicable minimum statutorily required withholding obligationmaximum extent permissible in any period, except that you may elect it shall continue to pay some be exercisable, in whole or in part, with respect to all vested shares until the earlier of the amount of such obligation in cash in a manner acceptable to Final Exercise Date or the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent termination of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability option under Section 16(b) 3 below or under the Plan. Additionally, the Board of the Securities Exchange Act of 1934, as amendedDirectors, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Acta committee thereof, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period it sole discretion agrees that immediately prior to such date. Except as otherwise provided in a Change of Control it shall consider whether your vesting schedule set forth above should be further modified so that this option shall become fully vested upon the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership Change of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleControl.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion 50% of the Performance Stock Units is contingent on attainment RSUs granted under this Award Agreement shall vest in four equal installments (each consisting of 12.5% of the Performance Goal and total RSU Shares) on March 31st of each calendar year following the subsequent certification of that attainment by year in which the Committee. In Grant Date occurred (with respect to each such installment, the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all “Vesting Date”) subject to achieving both of the Performance Stock Units subject to such Performance Goal following conditions (i) the Company’s achievement of its adjusted annual target EBITDA for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before calendar year immediately preceding the Vesting Date (“EBITDA Target”), as provided determined on an annual basis, in paragraph 5writing, by the Board of Directors and (ii) the Grantee continuing in a Service relationship with the Company or its Affiliate until the Vesting Date; provided, however, that if the Grantee is terminated without Cause after the end of such immediately preceding calendar year and prior to the Vesting Date (the “Interim Period”), then he or she shall still vest notwithstanding that he or she is not in a Service relationship with the Company on the Vesting Date so long as the EBITDA Target for such immediately preceding calendar year has been achieved. The remaining 50% of the RSUs granted under this Award Agreement shall vest in four equal installments (each consisting of 12.5% of the total RSU Shares) on the Vesting Date subject to the Grantee continuing in a Service relationship with the Company or its Affiliate until the Vesting Date; provided, however, that if the Grantee is terminated without Cause during the Interim Period, then he or she shall still vest notwithstanding that he or she is not in a Service relationship with the Company on the Vesting Date. For the calendar year ended December 31, 2010, the Performance Stock Units will become vested Board of Directors has determined the EBITDA Target to be $36,737,000 calculated in accordance with the following vesting schedulesdefinition of EBITDA: Time-Based Vesting Date Percent Vested Subject EBlTDA - Net income or (loss) for the operating divisions for any period plus (a) the following to Three-Year Goal 3rd anniversary the extent deducted in calculating net income for such period: (i) interest charges for such period; (ii) the provision for federal, state, local and foreign income taxes for such period; (iii) depreciation and amortization expense; (iv) letter of Grant Date 100% For purposes of credit fees; (v) incentive bonuses paid under the payment of applicable withholding taxes required by applicable law, Plan and all other Incentive Plans; (vi) other costs related to the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced Chapter 11 cases filed by the Company to cover and its Business Units; (vii) other non-recurring, non-cash expenses; and (viii) any other non-cash write-downs or non-cash write offs including fixed asset impairment or write-downs, intangible asset impairments, deferred tax asset write-offs and non-cash stock component expenses; and minus (b) the applicable minimum statutorily required withholding obligationfollowing, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Companyextent included in calculating such net income: (i) federal, state, local and foreign income tax benefits recorded by the Company for such period; and (ii) all extraordinary, non-recurring, non-cash items increasing net income for such period. Thereafter, EBITDA Targets shall be set forth in the ICP Plan or if no such targets are set forth in the ICP Plan, then EBITDA Targets shall be determined by the Board in its sole discretion. In the event that the number an EBITDA Target is not achieved in one calendar year, then that percentage of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement RSU Shares that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld would have otherwise vested on account thereof will be exempt from liability under Section 16(b) of irrevocably forfeited. For purposes hereof, EBITDA shall be calculated in the Securities Exchange Act of 1934, same manner as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of provided in the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are ICP unless otherwise determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleBoard.

Vesting Schedule. Except The option granted hereunder will become vested as to 93,750 of the 3,281,250 Units upon the completion of each successive, continuousone-month period of service with the Company, with the first of such 93,750 Units becoming vested on August 11, 2002, so that all of the unvested Units shall be vested by June 11, 2005. In computing the number of months during which Participant shall have been employed with the Company, (i) each month of employment shall be deemed to commence on the 11th day of such month and (ii) a full month of employment shall be counted if employment continued for a period of more than fourteen (14) days in such month. The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Units for which it is vested until the earlier of the Final Exercise Date or the termination of the option granted hereunder pursuant to Section 3 hereof. Notwithstanding the vesting schedule set forth in Section 5 hereof, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5this Agreement, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you Participant may elect to pay some exercise any or all of the amount unvested portion of the option granted hereunder; provided, however, that (i) the Units received upon the exercise of such obligation in cash in unvested portion shall be subject to a manner acceptable to right of repurchase by the Company. In Company at the event that option exercise price and (ii) such repurchase right shall lapse at the number of shares of Common Stock underlying same rate as the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” portion of the shares of Common Stock underlying option so exercised would have become vested under the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant terms hereof. If requested to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined do so by the Company. If any shares , as a condition to the exercise by the Participant of Common an unvested portion of the option granted hereunder, the Participant shall enter into a Restricted Stock underlying vested Performance Stock Agreement with respect to the Units are scheduled to be paid during a BP to which you are subject, (i) you will received upon such exercise. Such Restricted Stock Agreement shall be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another terms substantially similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the CommitteeRSA. Subject to the provisions of this AgreementWITHOUT LIMITING THE GENERALITY OF SECTION 7 HEREOF, you will be permitted to transfer shares of Common Stock following your receipt thereofTHE PARTICIPANT ASSUMES ALL RESPONSIBILITY FOR HIS TAX LIABILITY THAT MAY ARISE AS A RESULT OF ANY EXERCISE OF AN UNVESTED PORTION OF THE OPTION GRANTED HEREUNDER, but only to the extent permitted by applicable law or ruleAND THE PARTICIPANT ACKNOWLEDGES THAT IT IS HIS SOLE RESPONSIBILITY TO TIMELY MAKE ANY DESIRED FILINGS WITH THE INTERNAL REVENUE SERVICE, INCLUDING, WITHOUT LIMITATION, A FILING UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance The Restricted Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following schedule provided that Employee has been continuously employed by the Company from the date of this Agreement through the applicable vesting schedulesdate: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal Percentage of Total Numberof Restricted Stock Units 1st Anniversary of Grant Date 33 ⅓% 2nd Anniversary of Grant Date 66 ⅔% 3rd anniversary Anniversary of Grant Date 100% For purposes of Notwithstanding the payment of applicable withholding taxes required by applicable lawforegoing, unless otherwise provided in an Other Agreement pursuant to Paragraph 11, the number of shares of Common Stock underlying the Performance Restricted Stock Units to which you shall become entitled fully vested on payment shall be automatically reduced by the earliest of (i) the occurrence of Employee’s Involuntary Termination or termination for Good Reason within two years following a Corporate Change (as such terms are defined in the Plan) or (ii) the date Employee’s employment with the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some is terminated by reason of death or all of the amount of such obligation in cash in a manner acceptable to the Companydisability (as determined above). In the event that Employee’s employment is terminated for any other reason, including retirement with the number approval of shares (A) the Committee if Employee is a “senior INTERNATIONAL EMPLOYEE – 3-Year Vesting executive of Common Stock underlying the Performance Company” (as defined below) or (B) the Company’s Chief Executive Officer (the “CEO”) if Employee is not a senior executive of the Company, the Committee (or its delegate, as appropriate) or, in the event of retirement of an Employee who is not a senior executive of the Company, the CEO, as applicable, may, in the Committee’s (or such delegate’s) or the CEO’s, as applicable, sole discretion, approve the acceleration of the vesting of any or all Restricted Stock Units that have not yet been forfeited and which are still outstanding and subject to which you restrictions, with such vesting acceleration to be effective on the date of such approval or Employee’s termination date, if later. Notwithstanding the foregoing, in no event shall the Restricted Stock Units become entitled upon vesting is automatically reduced, it is fully vested prior to the intent expiration of one month from the Grant Date. “Senior executive” for purposes of this Agreement that shall mean (i) the CEO and (ii) any deemed “sale” regular, full-time employee of the shares Company or an affiliate who (A) is an officer of Common Stock underlying the Performance Stock Units withheld will be exempt from liability Company required to file reports with the Securities and Exchange Commission under Section 16(b) 16 of the Securities Exchange Act of 1934, as amended(B) is an officer of the Company who reports directly to the CEO, (C) is the Chief Accounting Officer of the Company, or any successor thereto (“Exchange Act”D) pursuant to Rule 16b-3 under Section 16(bis the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date Your PRSU becomes nonforfeitable (“Vested”) as provided in paragraph 5the Cover Letter and the Grant Agreement assuming you remain employed by the Company until December 31, 2022 and the performance metric(s) for the one year period beginning January 1, 2022 and ending December 31, 2022 (the “Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% Period”) are satisfied. For purposes of this Grant Agreement, employment with the payment Company will include employment with any Subsidiary whose employees are then eligible to receive Awards under the Plan (provided that a later transfer of applicable withholding taxes required by applicable law, employment to an ineligible Subsidiary will not terminate employment unless the number Compensation Committee of shares the Board of Common Stock underlying Directors (the Performance Stock Units to which you become entitled on payment shall be automatically reduced “Committee” of the “Board”)) determines otherwise). If your employment is terminated by the Company to cover the applicable minimum statutorily required withholding obligationwithout “Cause” or by you for “Good Reason”, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on each case before the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, PRSU will become Vested on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to original vesting schedule as though you a stock certificate registered in your name or will promptly recognize ownership of your shares remained working through uncertificated book entry or another similar methodthe Vesting Date, subject to any applicable federal, state and local tax withholding performance conditions. Payments under this PRSU as a result of termination will be subject to the Release requirements in the manner described herein 2021 Employment Agreement, where applicable in connection with a termination without Cause, resignation for Good Reason, Change in Control or otherwise acceptable to Disability. The PRSU will be frozen, if not already fully Vested, between the Committeedate your employment ends and the date your Release requirement is met (or the deadline for providing the Release expires), at which point the PRSU will be forfeited if the Release has not become irrevocable. Subject to Any Distribution Date falling between the provisions date your employment ends and the deadline for providing an irrevocable Release will be delayed until the last day of this Agreementthe period for providing an irrevocable Release. If your employment ends as a result of death or as a result of your Disability, you will become Vested, subject to any applicable performance conditions, and the payout will be permitted to transfer shares prorated based on actual performance through the date of Common Stock following your receipt thereofseparation. In the case of death, but only to the extent permitted results will be certified by applicable law or rulethe Committee as soon as practicable after the date of death, with the date of potentially accelerated certification being the Vesting Date for this purpose. To be eligible for a prorated payout, the prorated performance must be at least 70% of the prorated target.

Vesting Schedule. Except as set forth in Section 5 hereofAs used herein, your vesting in any the term "vested" shall mean that portion of the Performance Stock Units this option that is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committeeexercisable. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period This option shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following vesting schedulesschedule: Time-Based Vesting Date Percent Vested Subject (i) except as set forth in (v) and (vi) below, no portion of this option shall be vested prior to Three-Year Goal 3rd the first anniversary of Grant your Vesting Commencement Date; (ii) 187,420 options shall be vested on the first anniversary of your Vesting Commencement Date; (iii) 187,480 options shall be vested on the second anniversary of your Vesting Commencement Date; (iv) 187,500 options shall be vested on the third anniversary of your Vesting Commencement Date 100(such that this option shall be vested in full on the third anniversary of your Vesting Commencement Date); (v) immediately following the effective time (the "Change in Control Effective Date") of a Change in Control (as defined below), a portion of this option which is unvested on the Change in Control Effective Date shall immediately vest so that at least 50% For purposes of the payment original grant is fully vested and exercisable as of applicable withholding taxes required by applicable law, the number Change in Control Effective Date and the remaining unvested portion of shares the option shall vest at the rate of Common Stock underlying 50% of such remaining unvested amount on the Performance Stock Units to which you become entitled on payment last day of each of the third month and the sixth month after the Change in Control Effective Date (such that this option shall be automatically reduced vested in full the last day of the month which is six months after the Change in Control Effective Date); and (vi) if, following the Change in Control Effective Date, your employment is terminated by the Company other than for Cause (as defined below) or by you for Good Reason (as defined below), this option shall vest in full on the effective date of such termination. The right of exercise shall be cumulative so that if you do not exercise this option to cover the applicable minimum statutorily required withholding obligationmaximum extent permissible in any period, except that you may elect it shall continue to pay some be exercisable, in whole or in part, with respect to all vested shares until the earlier of the amount of such obligation in cash in a manner acceptable to Final Exercise Date or the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent termination of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability option under Section 16(b) 3 below or under the Plan. Additionally, the Board of the Securities Exchange Act of 1934, as amendedDirectors, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Acta committee thereof, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period it sole discretion agrees that immediately prior to such date. Except as otherwise provided in a Change of Control it shall consider whether your vesting schedule set forth above should be further modified so that this option shall become fully vested upon the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership Change of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleControl.

Vesting Schedule. Except as Subject to the provisions contained in Paragraphs 4, 5 and 6 of the Terms and Conditions, this Restricted Stock Award shall vest, and the applicable Restrictions set forth in Section 5 hereof, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal Terms and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period Conditions shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested lapse in accordance with the following schedule, in the event the Participant does not have a Termination of Service prior to the applicable vesting schedulesdate: Time-Based Date of Vesting Cumulative Amount Vested First Anniversary of Grant Date Percent Vested Subject to Three-Year Goal 3rd anniversary 25% Second Anniversary of Grant Date 50% Third Anniversary of Grant Date 75% Fourth Anniversary of Grant Date 100% Change in Control: Accelerated vesting of any unvested portion of the Restricted Shares shall occur in the event of a Change in Control. Forfeiture: The Participant’s rights in the Restricted Stock Award on which the Restrictions have not lapsed pursuant to the vesting schedule provisions above shall be forfeited in full in the event of the Participant’s Termination of Service, subject to the terms and conditions of the Executive Employment Agreement dated June 15, 2011 between Participant and the Company. By signing below, the Participant agrees that this Restricted Stock Award is granted under and governed by the terms and conditions of the Company’s 2009 Omnibus Incentive Plan and the attached Terms and Conditions. Participant Fuqi International, Inc. By: Name: Title: Date: Date: TERMS AND CONDITIONS OF RESTRICTED STOCK AWARD These Terms and Conditions of Restricted Stock Award relates to the Notice of Grant of Restricted Stock Award (the “Notice”) attached hereto, by and between Fuqi International, Inc. (the “Company”), and the person identified in the Notice (the “Participant”). The Board of Directors of the Company has authorized and approved the 2009 Omnibus Incentive Plan (the “Plan”), which has been approved by the stockholders of the Company. The Committee has approved an award to the Participant of a number of shares of the Company’s common stock, conditioned upon the Participant’s acceptance of the provisions set forth in the Notice and these Terms and Conditions within 60 days after the Notice and these Terms and Conditions are presented to the Participant for review. For purposes of the payment of applicable withholding taxes required by applicable lawNotice and these Terms and Conditions, the number of shares of Common Stock underlying the Performance Stock Units any reference to which you become entitled on payment shall be automatically reduced by the Company shall include a reference to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleAffiliate.

Vesting Schedule. Except as set forth [Subject to your Continuous Service with the Company or one of its Affiliates, 100% of the Restricted Share Units shall vest on the first anniversary of the Vesting Commencement Date, subject to the vesting conditions described in Section 5 hereof3 below.]1 [Subject to your Continuous Service with the Company or one of its Affiliates and the vesting conditions described in Section 3 below, your vesting in any portion 25% of the Performance Stock number of Restricted Share Units is contingent granted shall vest on attainment the first anniversary of the Performance Goal Vesting Commencement Date, and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all remaining 75% of the Performance Stock number of Restricted Share Units subject granted shall vest thereafter in twelve quarterly installments, each equal to 6.25% of the number of Restricted Share Units granted, such Performance Goal for such Performance Period that the Award shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before fully vested approximately four years following the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% Commencement Date. For purposes of the payment foregoing, the Restricted Share Units shall vest on the same day of applicable withholding taxes required by applicable lawthe month as the day on which the Vesting Commencement Date occurred, or if there is no such day in the scheduled month of vesting, then on the next subsequent calendar day. If, on any vesting date, this Vesting Schedule would result in the vesting of a fraction of a Share, such fraction shall be rounded down to the nearest whole Share, and any remaining fractions of a Share that have not become vested due to the aforementioned rounding rule shall be combined with any other fractional Restricted Share Unit scheduled to vest and/or prior fractional Restricted Share Unit rollovers, and shall become vested as whole Shares on certain subsequent vesting dates, such that the Award shall be fully vested approximately four years following the Vesting Commencement Date.]2 [Subject to your Continuous Service with the Company or one of its Affiliates and the vesting conditions described in Section 3 below, 25% of the number of shares of Common Stock underlying Restricted Share Units granted shall vest each year on the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all first four anniversaries of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon Vesting 1 To be used for 1-year vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will 2 To be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all used for 4-year vesting will occur only on the Vesting Date, with no proportionate or partial quarterly vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.after first year June 2022

Vesting Schedule. All Executive Securities shall initially be Unvested Securities (as defined below). Except as set forth in Section 5 otherwise provided herein, an amount of Unvested Securities shall vest on the date hereof and on each of the first four anniversaries of the date hereof, your vesting such that the Executive Securities shall be vested on each such date in any portion accordance with the following schedule: ---- ------------------------ Date Cumulative Percentage of Executive Securities Vested The date hereof 20% The first anniversary of the Performance Stock Units is contingent on attainment date hereof 40% The second anniversary of the Performance Goal date hereof 60% The third anniversary of the date hereof 80% The fourth anniversary of the date hereof 100% Notwithstanding the foregoing sentence, and except as otherwise provided in clauses (b)-(e) below or in the next sentence (in the case of termination without Cause or for Good Reason), the above vesting schedule shall cease and no Unvested Securities shall vest after the date on which Executive's employment with the subsequent certification of that attainment Corporation and its Subsidiaries terminates for any reason. If Executive's employment is terminated by the CommitteeCorporation without Cause or if Executive terminates his employment for Good Reason, the Executive Securities shall thereafter, if necessary, continue to vest until the next anniversary of the date hereof next succeeding such termination (such that the Executive will be vested in 20% more of the Executive Securities than at the time of such termination) and if at least 50% of the Executive Securities have not been vested as of such next anniversary, then vesting will continue to the extent necessary that at least 50% of the Executive Securities become vested, so long as Executive has not committed a Vesting Termination Breach (upon which breach the vesting schedule shall immediately cease, and no Unvested Securities shall vest on or after the date of the first such breach). In the event the Performance Goal LLC or the Corporation has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is not attained during subject to the relevant Performance Perioddispute resolution provisions set forth in Section 6, as applicable, all vesting shall be tolled upon the date of the Performance Stock Units subject to allegation of such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience breach; provided that (i) if it is ultimately resolved under Section 6 that Executive has committed a Vesting Termination before the Vesting Date as provided in paragraph 5Breach, the Performance Stock Units will tolling shall become vested in accordance with a permanent cessation such that vesting shall have forever ceased upon the following vesting schedules: Time-Based date of such allegation, and (ii) if it is ultimately resolved under Section 6 that Executive did not commit a Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable lawTermination Breach, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment Vested Securities shall be automatically reduced by the Company as though there had never been such alleged breach or any tolling of vesting. Executive Securities which have become vested pursuant to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the are referred to herein as "Vested Securities," and all other Executive Securities Exchange Act of 1934, are referred to herein as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule"Unvested Securities."

Vesting Schedule. Except as set forth in Section 5 hereofAs used herein, your vesting in any the term "vested" shall mean that portion of the Performance Stock Units this option that is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committeeexercisable. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period This option shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following vesting schedulesschedule: Time-Based Vesting Date Percent Vested Subject (i) except as set forth in (v) and (vi) below, no portion of this option shall be vested prior to Three-Year Goal 3rd the first anniversary of Grant your Vesting Commencement Date; (ii) 125,000 options shall be vested on the first anniversary of your Vesting Commencement Date; (iii) 125,000 options shall be vested on the second anniversary of your Vesting Commencement Date; (iv) 125,000 options shall be vested on the third anniversary of your Vesting Commencement Date 100(such that this option shall be vested in full on the third anniversary of your Vesting Commencement Date); (v) immediately following the effective time (the "Change in Control Effective Date") of a Change in Control (as defined below), a portion of this option which is unvested on the Change in Control Effective Date shall immediately vest so that at least 50% For purposes of the payment original grant is fully vested and exercisable as of applicable withholding taxes required by applicable law, the number Change in Control Effective Date and the remaining unvested portion of shares the option shall vest at the rate of Common Stock underlying 50% of such remaining unvested amount on the Performance Stock Units to which you become entitled on payment last day of each of the third month and the sixth month after the Change in Control Effective Date (such that this option shall be automatically reduced vested in full the last day of the month which is six months after the Change in Control Effective Date); and (vi) if, following the Change in Control Effective Date, your employment is terminated by the Company other than for Cause (as defined below) or by you for Good Reason (as defined below), this option shall vest in full on the effective date of such termination. The right of exercise shall be cumulative so that if you do not exercise this option to cover the applicable minimum statutorily required withholding obligationmaximum extent permissible in any period, except that you may elect it shall continue to pay some be exercisable, in whole or in part, with respect to all vested shares until the earlier of the amount of such obligation in cash in a manner acceptable to Final Exercise Date or the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent termination of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability option under Section 16(b) 3 below or under the Plan. Additionally, the Board of the Securities Exchange Act of 1934, as amendedDirectors, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Acta committee thereof, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period it sole discretion agrees that immediately prior to such date. Except as otherwise provided in a Change of Control it shall consider whether your vesting schedule set forth above should be further modified so that this option shall become fully vested upon the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership Change of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleControl.

Vesting Schedule. Except as set forth to the extent otherwise provided in the Plan or in Section 5 hereof, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable2(b), all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to Restricted Shares will vest on the attainment second anniversary of the Performance Goal and effective date of a Separation (as defined below), but only if Employee is continuously employed with, or in the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5service of, the Performance Stock Units will become vested in accordance with Company or its Affiliates through the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd second anniversary of Grant Date 100% For purposes the effective date of the payment Separation. A “Separation” shall mean a spin-off on a tax free basis or an alternative transaction involving the disposition of applicable withholding taxes required by applicable lawall or substantially all of either the Company’s Foodservice Equipment business or the Company’s Cranes and Related Products business, as such businesses are identified generally in the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by Company’s public disclosures. If the Company to cover requests that the applicable minimum statutorily required withholding obligation, except that you may elect to pay some Employee accept employment or all of service with an entity separated from the amount of such obligation in cash Company in a manner acceptable to the Company. In the event Separation or with a purchaser in connection with a purchase of assets that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, qualifies as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods a Separation (each, a “BPSuccessor Employer”), and the Employee accepts such employment or service (“Successor Employment”), the Employee shall be treated as continuously employed or in service for purposes of this Section 2(a) are during the period of employment with the Company and the Successor Employer. Whether a Separation has occurred shall be determined by the CompanyCommittee. If any shares a Separation has not occurred by the second anniversary of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subjectthe Grant Date, (i) you then the Restricted Shares will be paid forfeited on such second anniversary. The Committee may, in its sole discretion, elect to accelerate the applicable number vesting of shares the Restricted Shares in connection with or following the completion of Common Stock a Separation, but shall be under no obligation to do so. There shall be no accelerated vesting of the Restricted Shares if a Separation does not occur. If, after a Separation, there is a Change of Control of either the Company or the Successor Employer, then, notwithstanding anything to the contrary in the Plan or in an employment or similar agreement between the Company and the Employee, and unless otherwise determined by the Committee, the restrictions on the scheduled payment date (net Restricted Shares shall not be deemed to lapse, and the Restricted Shares shall not become fully vested, solely as a result of any shares withheld by such Change of Control. A Change of Control of the Company to pay minimum required taxes), but (ii) you Successor Employer will be unable deemed to sell such shares have occurred for purposes of Common Stock until this Section 2(a) if any of the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting events listed in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership definition of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable Change of Control occur with respect to the Committee. Subject to Successor Employer rather than the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleCompany.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date Your PRSU becomes nonforfeitable (“Vested”) as provided in paragraph 5the Cover Letter and the Grant Agreement assuming you remain employed by the Company until December 31, 2016 and the performance metric(s) for the three year period beginning January 1, 2014 and ending December 31, 2016 (the “Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% Period”) are satisfied. For purposes of this Grant Agreement, employment with the payment Company will include employment with any Subsidiary whose employees are then eligible to receive Awards under the Plan (provided that a later transfer of applicable withholding taxes required by applicable law, employment to an ineligible Subsidiary will not terminate employment unless the number Compensation Committee of shares the Board of Common Stock underlying Directors (the Performance Stock Units to which you become entitled on payment shall be automatically reduced “Committee” of the “Board”)) determines otherwise). If your employment is terminated by the Company to cover the applicable minimum statutorily required withholding obligationwithout “Cause” or by you for “Good Reason”, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on each case before the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, PRSU will become Vested on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to original vesting schedule as though you a stock certificate registered in your name or will promptly recognize ownership of your shares remained working through uncertificated book entry or another similar methodthe Vesting Date, subject to any applicable federal, state and local tax withholding performance conditions. Payments under this PRSU as a result of termination will be subject to the Release requirements in the manner described herein 2014 Employment Agreement, where applicable in connection with a termination without Cause, resignation for Good Reason, Change in Control or otherwise acceptable to Disability. The PRSU will be frozen, if not already fully Vested, between the Committeedate your employment ends and the date your Release requirement is met (or the deadline for providing the Release expires), at which point the PRSU will be forfeited if the Release has not become irrevocable. Subject to Any Distribution Date falling between the provisions date your employment ends and the deadline for providing an irrevocable Release will be delayed until the last day of this Agreementthe period for providing an irrevocable Release. If your employment ends as a result of death or as a result of your Disability, you will become Vested, subject to any applicable performance conditions, and the payout will be permitted prorated based on actual performance through the quarter in which your death or termination for Disability occurs, subject to transfer shares a limit on the number of Common Stock following your receipt thereofPRSUs that can vest that is equal to (A) 1 divided by the number of years in the Performance Period, but only to multiplied by (B) the extent permitted number of full or partial years completed for the Performance Period. In the case of death, the results will be certified by the Committee as soon as practicable after the end of the applicable law or rulequarter, with the date of potentially accelerated certification being the Vesting Date for this purpose. To be eligible for a prorated payout, the prorated performance must be at least 80% of the prorated target.

Vesting Schedule. Except as set forth in Section 5 hereofSubject to all the terms of the attached Agreement, your vesting in any portion right to purchase Shares under this Option shall vest as to one-fourth (1/4) of the Performance Stock Units is contingent total number of Shares covered by this Option, as shown above, on attainment the one-year anniversary of the Performance Goal and on the subsequent certification of that attainment by the CommitteeVesting Calculation Date. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable lawThereafter, the number of shares of Common Stock underlying the Performance Stock Units to Shares which you become entitled on payment may purchase under this Option shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, vest as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, to: (i) you will be paid an additional 2% of the applicable number Shares underlying this Option on each monthly anniversary of shares the Vesting Calculation Date over the subsequent 33-month period following such one-year anniversary of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes)Vesting Calculation Date, but and (ii) you an additional 3% of the Shares underlying this Option on each of the 46th, 47th and 48th monthly anniversaries of the Vesting Calculation Date. If Optionee is still rendering Service upon the consummation of a Change of Control, 50% of the unvested portion of this Option shall become vested. The remaining unvested portion of the Option shall continue to vest pursuant to its original vesting schedule but at 50% of the original rate of vesting over such vesting period. In all cases, the resulting aggregate number of vested Shares will be unable rounded down to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such datenearest whole number. Except as otherwise may be provided above, no Shares will vest after Optionee’s Service has terminated for any reason. [ONLINE ACCEPTANCE IS REQUIRED IN ORDER TO PARTICIPATE] BRIDGEPOINT EDUCATION, INC. 2009 STOCK INCENTIVE PLAN NONSTATUTORY STOCK OPTION AGREEMENT The Plan and Other Agreements The text of the Plan is incorporated in this Agreement by reference. Certain capitalized terms used in this Agreement are defined in the preceding paragraph, when any Performance Stock Unit becomes vested, Plan. This Agreement and the Plan constitute the entire understanding between you and the Company (unless regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. Nonstatutory Stock Option This Option is not intended to be an Incentive Stock Option under section 422 of the Code and will be interpreted accordingly. This Option is not intended to be deferred compensation under section 409A of the Code and will be interpreted accordingly. Vesting This Option is only exercisable before it determines a delay is required under applicable law or rules) will, expires and then only with respect to the vested portion of the Option. This Option will vest according to the Vesting Schedule on the payment date attached cover sheet. Term Your Option will expire in any event at the close of business at Company headquarters on the Expiration Date, as shown on the cover sheet. Your Option will expire earlier if your Service terminates, as described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding below. If the Expiration Date specified in the manner described herein or otherwise acceptable attached cover sheet falls on a day on which the New York Stock Exchange (“NYSE”) is open for trading, then you must exercise your Option before 3:45 P.M. New York time on the Expiration Date. If the Expiration Date specified in the attached cover sheet falls on any day on which the New York Stock Exchange (“NYSE”) is not open for trading, then you must exercise your Option before 3:45 P.M. New York time on the last NYSE business day immediately prior to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleExpiration Date.

Vesting Schedule. Except So long as set forth Optionee remains an Employee or service provider to the Company, the Shares subject to the Option shall vest and become exercisable according to the Schedule attached hereto as Exhibit A and the entire Option shall be vested in Section 5 hereoffour (4) years. Notwithstanding the foregoing, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment if Optionee’s employment as an Employee or service provider by the Committee. In Company is terminated by the event the Performance Goal is not attained during the relevant Performance Period, Company without Cause (as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal defined in that certain Employment Agreement between Optionee and the subsequent certification described aboveCompany, unless you experience dated July 27, 2004 (the “Employment Agreement”)) or if there is a Constructive Termination before (as defined in the Vesting Date Employment Agreement) in each case at any time within thirteen (13) months following the occurrence of a Change in Control (as defined in the Employment Agreement), and if Optionee provides the Company with a signed general release of all claims as provided in paragraph 5the form attached as Exhibit A to the Employment Agreement, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable lawShares subject to the Option shall immediately become vested; provided, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced however, that if Optionee is terminated by the Company to cover following the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all effective date of the amount of such obligation a Change in cash Control described in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b12(d)(2) of the Securities Exchange Act of 1934, as amended, Employment Agreement but accepts employment with the Company’s successor or any successor thereto acquirer within thirty (“Exchange Act”30) pursuant to Rule 16b-3 under Section 16(b) days after the effective date of the Exchange ActChange in Control on terms and conditions not less favorable to Optionee than those contained in the Employment Agreement, the Shares subject to the Option shall not vest 100% as described in the 1st clause of this paragraph; provided further, however, that if Optionee’s employment is thereafter terminated by the successor or acquiror without Cause or if there is a Constructive Termination, at any successor provisiontime within thirteen (13) months following the occurrence of the Change in Control, the Shares subject to the Option shall vest 100% as described in the 1st clause of this paragraph. All unscheduled By his signature and scheduled blackout periods the Company’s signature below, Optionee agrees to be bound by the terms and conditions of the Agreement attached hereto. Optionee has reviewed the Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing the Option and fully understands all provisions of the Grant Notice and the Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. RENOVIS, INC. OPTIONEE: By: /s/ Xxxx X. Xxxxx /s/ Xxxxxxx Xxxxxxxxx Print Name: Xxxx X. Xxxxx Xxxxxxx Xxxxxxxxx Title: VP Finance and Chief Financial Officer Address: [Residence Address] Address: Two Xxxxxxxxx Xxxxx Xxxxx Xxx Xxxxxxxxx, XX 00000 GRANT NOTICE PAGE 2 RENOVIS, INC. EMPLOYMENT COMMENCEMENT NONSTATUTORY STOCK OPTION AGREEMENT THIS EMPLOYMENT COMMENCEMENT NONSTATUTORY STOCK OPTION AGREEMENT (eachthe “Agreement”), effective as of the Effective Date, is made by and between Renovis, Inc., a Delaware corporation (the “BPCompany”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares and Xxxxxxx Xxxxxxxxx, an employee of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule“Optionee”).

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance The Restricted Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following schedule provided that Employee has been continuously employed by the Company from the date of this Agreement through the applicable vesting schedulesdate: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal Percentage of Total Numberof Restricted Stock Units 1st Anniversary of Grant Date 33 ⅓% 2nd Anniversary of Grant Date 66 ⅔% 3rd anniversary Anniversary of Grant Date 100% For purposes of INTERNATIONAL EMPLOYEE – 3-Year Vesting Notwithstanding the payment of applicable withholding taxes required by applicable lawforegoing, unless otherwise provided in an Other Agreement pursuant to Paragraph 11, the number of shares of Common Stock underlying the Performance Restricted Stock Units to which you shall become entitled fully vested on payment shall be automatically reduced by the earliest of (i) the occurrence of Employee’s Involuntary Termination or termination for Good Reason within two years following a Corporate Change (as such terms are defined in the Plan), (ii) the date Employee’s employment with the Company to cover the applicable minimum statutorily required withholding obligationis terminated by reason of death or disability (as determined above), except that you may elect to pay some or all (iii) Employee’s attainment of the amount of such obligation in cash in a manner acceptable to age 70 while employed with the Company. In the event that Employee’s employment is terminated for any other reason, including retirement prior to age 70 with the number approval of shares the Company or employing Subsidiary, the Committee or its delegate, as appropriate, may, in the Committee’s or such delegate’s sole discretion, approve the acceleration of Common Stock underlying the Performance vesting of any or all Restricted Stock Units that have not yet been forfeited and which are still outstanding and subject to which you become entitled upon restrictions, such vesting is automatically reducedacceleration to be effective on the date of such approval or Employee’s termination date, it is if later. Notwithstanding the intent of this Agreement that any deemed “sale” of foregoing, in no event shall the shares of Common Stock underlying the Performance Restricted Stock Units withheld will be exempt become fully vested prior to the expiration of one month from liability the Grant Date. Notwithstanding the foregoing, if the Company determines that there has been a legal judgment and/or legal development in Employee’s jurisdiction that likely would result in the favorable retirement treatment that applies to the Restricted Stock Units under Section 16(b) the Plan being deemed unlawful and/or discriminatory, Restricted Stock Units shall not become fully vested on Employee's attainment of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined age 70 while still employed by the Company. If any shares of Common Stock underlying vested Performance Instead, Restricted Stock Units that have not yet been forfeited and which are scheduled still outstanding and subject to restrictions shall become fully vested when Employee's employment is terminated for any reason with at least 25 years of service at the Company or employing Subsidiary (or such lesser number of years of service under special circumstances as may be paid during a BP to which you are determined in the Committee’s (or its delegate’s) sole discretion) subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld however, to this being considered nondiscriminatory by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue legal counsel and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject 's (or its delegate’s) sole discretion to the provisions approve such acceleration of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rulevesting.

Vesting Schedule. Except So long as set forth Optionee remains an Employee or service provider to the Company, the Shares subject to the Option shall vest and become exercisable according to the Schedule attached hereto as Exhibit A and the entire Option shall be vested in Section 5 hereoffour (4) years. Notwithstanding the foregoing, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment if Optionee’s employment as an Employee or service provider by the Committee. In Company is terminated by the event the Performance Goal is not attained during the relevant Performance Period, Company without Cause (as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal defined in that certain Employment Agreement between Optionee and the subsequent certification described aboveCompany, unless you experience dated July 8, 2004 (the “Employment Agreement”)) or if there is a Constructive Termination before (as defined in the Vesting Date Employment Agreement) in each case at any time within thirteen (13) months following the occurrence of a Change in Control (as defined in the Employment Agreement), and if Optionee provides the Company with a signed general release of all claims as provided in paragraph 5the form attached as Exhibit A to the Employment Agreement, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable lawShares subject to the Option shall immediately become vested; provided, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced however, that if Optionee is terminated by the Company to cover following the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all effective date of the amount of such obligation a Change in cash Control described in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b12(d)(2) of the Securities Exchange Act of 1934, as amended, Employment Agreement but accepts employment with the Company’s successor or any successor thereto acquirer within thirty (“Exchange Act”30) pursuant to Rule 16b-3 under Section 16(b) days after the effective date of the Exchange ActChange in Control on terms and conditions not less favorable to Optionee than those contained in the Employment Agreement, the Shares subject to the Option shall not vest 100% as described in the 1st clause of this paragraph; provided further, however, that if Optionee’s employment is thereafter terminated by the successor or acquiror without Cause or if there is a Constructive Termination, at any successor provisiontime within thirteen (13) months following the occurrence of the Change in Control, the Shares subject to the Option shall vest 100% as described in the 1st clause of this paragraph. All unscheduled By her signature and scheduled blackout periods the Company’s signature below, Optionee agrees to be bound by the terms and conditions of the Agreement attached hereto. Optionee has reviewed the Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing the Option and fully understands all provisions of the Grant Notice and the Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. RENOVIS, INC. OPTIONEE: By: /s/ Xxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxx Print Name: Xxxx X. Xxxxx Xxxxxxx X. Xxxxx Title: VP Finance and Chief Financial Officer Address: Two Corporate Drive South San Francisco, CA 94080 Address: [Residence Address] RENOVIS, INC. EMPLOYMENT COMMENCEMENT NONSTATUTORY STOCK OPTION AGREEMENT THIS EMPLOYMENT COMMENCEMENT NONSTATUTORY STOCK OPTION AGREEMENT (eachthe “Agreement”), effective as of the Effective Date, is made by and between Renovis, Inc., a Delaware corporation (the “BPCompany”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares and Xxxxxxx X. Xxxxx, an employee of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule“Optionee”).

Vesting Schedule. Except So long as set forth Optionee remains an Employee or service provider to the Company, the Shares subject to the Option shall vest and become exercisable according to the Schedule attached hereto as Exhibit A and the entire Option shall be vested in Section 5 hereoffour (4) years. Notwithstanding the foregoing, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment if Optionee’s employment as an Employee or service provider by the Committee. In Company is terminated by the event the Performance Goal is not attained during the relevant Performance Period, Company without Cause (as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal defined in that certain Employment Agreement between Optionee and the subsequent certification described aboveCompany, unless you experience dated July 7, 2004 (the “Employment Agreement”)) or if there is a Constructive Termination before (as defined in the Vesting Date Employment Agreement) in each case at any time within thirteen (13) months following the occurrence of a Change in Control (as defined in the Employment Agreement), and if Optionee provides the Company with a signed general release of all claims as provided in paragraph 5the form attached as Exhibit A to the Employment Agreement, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable lawShares subject to the Option shall immediately become vested; provided, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced however, that if Optionee is terminated by the Company to cover following the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all effective date of the amount of such obligation a Change in cash Control described in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b12(d)(2) of the Securities Exchange Act of 1934, as amended, Employment Agreement but accepts employment with the Company’s successor or any successor thereto acquirer within thirty (“Exchange Act”30) pursuant to Rule 16b-3 under Section 16(b) days after the effective date of the Exchange ActChange in Control on terms and conditions not less favorable to Optionee than those contained in the Employment Agreement, the Shares subject to the Option shall not vest 100% as described in the 1st clause of this paragraph; provided further, however, that if Optionee’s employment is thereafter terminated by the successor or acquiror without Cause or if there is a Constructive Termination, at any successor provisiontime within thirteen (13) months following the occurrence of the Change in Control, the Shares subject to the Option shall vest 100% as described in the 1st clause of this paragraph. All unscheduled By his signature and scheduled blackout periods the Company’s signature below, Optionee agrees to be bound by the terms and conditions of the Agreement attached hereto. Optionee has reviewed the Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing the Option and fully understands all provisions of the Grant Notice and the Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below. RENOVIS, INC. OPTIONEE: By: /s/ Xxxx X. Xxxxx /s/ Xxxxxxx X. Xxxxxxx Print Name: Xxxx X. Xxxxx Xxxxxxx X. Xxxxxxx Title: VP Finance and Chief Financial Officer Address: [Residence Address] Address: Two Xxxxxxxxx Xxxxx Xxxxx Xxx Xxxxxxxxx, XX 00000 RENOVIS, INC. EMPLOYMENT COMMENCEMENT NONSTATUTORY STOCK OPTION AGREEMENT THIS EMPLOYMENT COMMENCEMENT NONSTATUTORY STOCK OPTION AGREEMENT (eachthe “Agreement”), effective as of the Effective Date, is made by and between Renovis, Inc., a Delaware corporation (the “BPCompany”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares and Xxxxxxx X. Xxxxxxx, an employee of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule“Optionee”).

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance The Restricted Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following schedule provided that Employee has been continuously employed by the Company from the date of this Agreement through the applicable vesting schedulesdate: TimeUS EMPLOYEE – 3-Based Year Vesting Vesting Date Percent Vested Subject to Three-Year Goal Percentage of Total Number of Restricted Stock Units 1st Anniversary of Grant Date 33 ⅓% 2nd Anniversary of Grant Date 66 ⅔% 3rd anniversary Anniversary of Grant Date 100% For purposes of Notwithstanding the payment of applicable withholding taxes required by applicable lawforegoing, unless otherwise provided in an Other Agreement pursuant to Paragraph 8, the number of shares of Common Stock underlying the Performance Restricted Stock Units to which you shall become entitled fully vested on payment shall be automatically reduced by the earliest of (i) the occurrence of Employee’s Involuntary Termination or termination for Good Reason within two years following a Corporate Change (as such terms are defined in the Plan) or (ii) the date Employee’s employment with the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some is terminated by reason of death or all of the amount of such obligation in cash in a manner acceptable to the Companydisability (as determined above). In the event that Employee’s employment is terminated for any other reason, including retirement with the number approval of shares (A) the Committee if Employee is a “senior executive of Common Stock underlying the Performance Company” (as defined below) or (B) the Company’s Chief Executive Officer (the “CEO”) if Employee is not a senior executive of the Company, the Committee (or its delegate, as appropriate) or, in the event of retirement of an Employee who is not a senior executive of the Company, the CEO, as applicable, may, in the Committee’s (or such delegate’s) or the CEO’s, as applicable, sole discretion, approve the acceleration of the vesting of any or all Restricted Stock Units that have not yet been forfeited and which are still outstanding and subject to which you restrictions, such vesting acceleration to be effective on the date of such approval or Employee’s termination date, if later. Notwithstanding the foregoing, in no event shall the Restricted Stock Units become entitled upon vesting is automatically reduced, it is fully vested prior to the intent expiration of one month from the Grant Date. “Senior executive” for purposes of this Agreement that shall mean (i) the CEO and (ii) any deemed “sale” regular, full-time employee of the shares Company or an affiliate who (A) is an officer of Common Stock underlying the Performance Stock Units withheld will be exempt from liability Company required to file reports with the Securities and Exchange Commission under Section 16(b) 16 of the Securities Exchange Act of 1934, as amended(B) is an officer of the Company who reports directly to the CEO, (C) is the Chief Accounting Officer of the Company, or any successor thereto (“Exchange Act”D) pursuant to Rule 16b-3 under Section 16(bis the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion Performance Condition The Grant will expire without Vesting if the one-year performance goal (the “Performance Goal”) is not satisfied by the first anniversary of the Performance Stock Units is contingent on attainment Date of Grant. The Compensation Committee will have the full and sole discretion to determine whether the Company has met the Performance Goal and how each of its components is calculated. The Performance Goal is specified on the subsequent certification of that attainment by the Committee. In the event Schedule I to this Exhibit A. Service Condition If the Performance Goal is not attained during met, the relevant Grant is Vested as to one-fourth of the DSUs on each of the four one year anniversaries of the Date of Grant (each a “Vesting Date”), assuming you remain an individual service provider to the Company through those dates. Special Acceleration If your employment with the Company and all Subsidiaries ends by death or Disability, the DSUs will vest in full. If your employment ends on a termination without Cause or Retirement (each as determined under Section 6(b) of the Employment Agreement and as defined in Section 6(e) thereof) and the Performance PeriodGoal is met, any unvested portions of the DSUs will be treated as fully vested and will continue to be paid out according to the schedule in Distributions in the Grant agreement. If your employment ends with your resignation other than under a Retirement, you will immediately forfeit any unvested DSUs and the Shares to which they relate and any vested DSUs will continue to be paid out according to the schedule in Distributions in the Grant Agreement. If your employment ends on a termination by the Company for Cause, you will immediately forfeit all DSUs and the Shares to which they relate. Any acceleration of vesting under this Employment Termination section is subject, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b4(c)(iii)(e) of the Securities Exchange Act Employment Agreement and to the release requirement of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b6(d) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Employment Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. Except as set forth in Section 5 hereofthe case of death or Disability, your vesting in any portion of the Performance Stock Units is contingent on attainment of the applicable Performance Goal before the first applicable Vesting Date and on the subsequent certification of that attainment by the Committee. In the event the a Performance Goal is not attained during the relevant Performance Periodone-year performance period or the three-year performance period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the applicable Performance Goal and the subsequent certification described above, unless you experience a Termination before the applicable Vesting Date as provided in paragraph 5Date, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to One-Year Goal Percent Vested Subject to Three-Year Goal 1st anniversary of Grant Date 33.33% N/A 2nd anniversary of Grant Date 33.33% N/A 3rd anniversary of Grant Date 33.34% N/A 4th anniversary of Grant Date N/A 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number amount of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting tax withholding is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of 16b-3. Fractional Performance Stock Units shall not vest but shall instead be accumulated for vesting as whole Performance Stock Units in accordance with Company policy, with vesting scheduled to occur on the Exchange Act, or any successor provisionnext succeeding Vesting Date and in no event later than the final Vesting Date. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the appropriate Vesting DateDates, with no proportionate or partial vesting in the period prior to any such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. Except as set forth Subject to any acceleration provisions contained in Section 5 hereofthe Plan, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Perioda Management Retention Agreement, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5or set forth below, the Performance Restricted Stock Units will become vested vest in accordance with the following vesting schedulesschedule: Time“Company Vest Dates” are February 15, May 15, August 15 and November 15 of each year, provided, however that if a Company Vest Dates would otherwise fall on a weekend or holiday, that Company Vest Date will be the first business day following the relevant Company Vest Date. Twenty-Based Vesting five percent (25%) of the Restricted Stock Units will vest on the first Company Vest Date Percent Vested Subject to Three-Year Goal 3rd following the first anniversary of the Date of Grant Date 100% For purposes (the “Initial Vest Date”), and twenty-five percent (25%) of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Restricted Stock Units to which you become entitled will vest each year thereafter on payment shall be automatically reduced by the Company Vest Date that occurs in the same month as the Initial Vest Date, subject to cover the applicable minimum statutorily required withholding obligation, except that you may elect Participant continuing to pay some or all of the amount of be a Service Provider through each such obligation in cash in a manner acceptable to the Companydate. In the event that Participant ceases to be a Service Provider for any reason before Participant vests in the number of shares of Common Restricted Stock underlying Units, the Performance Restricted Stock Units and Participant’s right to acquire any Shares hereunder will immediately terminate. By Participant’s signature and the signature of the representative of Marketo, Inc. (the “Company”) below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant for Non-U.S. Participants, attached hereto as Exhibit A, the Country-Specific Provisions of Restricted Stock Unit Grant for Non-U.S. Participants, attached hereto as Exhibit B, all of which you become entitled upon vesting is automatically reduced, it is the intent are made a part of this document. By accepting this Award, Participant expressly consents to the sale of Shares to cover the Tax-Related Items (and any associated broker or other fees) and agrees and acknowledges that Participant may not satisfy them by any means other than such sale of Shares, unless required to do so by the Administrator or pursuant to the Administrator’s express written consent. Participant has reviewed the Plan and this Award Agreement that any deemed “sale” in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Securities Exchange Act of 1934, as amended, or Administrator upon any successor thereto (“Exchange Act”) pursuant questions relating to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provisionPlan and Award Agreement. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled Participant further agrees to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by notify the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting upon any change in the period prior to such dateresidence address indicated below. Except as otherwise provided in the preceding paragraphPARTICIPANT: MARKETO, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the CommitteeINC. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.Signature By Print Name Title Residence Address: EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT FOR NON-U.S. PARTICIPANTS

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the The Performance Stock Units is contingent on attainment of shall vest in accordance with the Performance Goal and on the subsequent certification of following schedule provided that attainment Employee has been continuously employed by the Committee. In Company from the event date of this Agreement through the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the applicable vesting date and such Performance Stock Units subject to such Performance Goal for such Performance Period shall be have not been forfeited without compensation. Subject pursuant to the attainment last two sentences of subparagraph (a) of this Paragraph 2: Vesting Date Vested Percentage of Total Number of Performance Stock Units 1st Anniversary of Grant Date 33 ⅓% 2nd Anniversary of Grant Date 66 ⅔% 3rd Anniversary of Grant Date 100% Notwithstanding the Performance Goal and the subsequent certification described aboveforegoing, unless you experience a Termination before the Vesting Date as otherwise provided in paragraph 5an Other Agreement pursuant to Paragraph 8, the Performance Stock Units will shall become fully vested on the earliest of (i) the occurrence of Employee’s Involuntary Termination or termination for Good Reason within two years following a Corporate Change (as such terms are defined in accordance the Plan) or (ii) the date Employee’s employment with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary Company is terminated by reason of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable lawdeath or disability (as determined above); provided, the number of shares of Common Stock underlying however, that if the Performance Stock Units have been forfeited pursuant to which you become entitled on payment shall be automatically reduced by the Company last two sentences of subparagraph (a) of this Paragraph 2 prior to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all date of the amount occurrence of an event described in clause (i) or (ii) of this sentence, then the Performance Stock Units shall remain forfeited and shall not vest upon the occurrence of any such obligation in cash in a manner acceptable to the Companyevent. In the event Employee’s employment is terminated for any other reason, including retirement with the approval of (A) the Committee if Employee is a “senior executive of the Company” (as defined below) or (B) the Company’s Chief Executive Officer (the “CEO) if Employee is not a senior executive of the Company, the Committee (or its delegate, as appropriate) or, in the event of retirement of an Employee who is not a senior executive of the Company, the CEO, as applicable, may, in the Committee’s (or such delegate’s) or the CEO’s, as applicable, sole discretion, approve the acceleration of the vesting of any or all Performance Stock Units that have not yet been forfeited and which are still outstanding and subject to restrictions, such vesting acceleration to be effective on the number date of shares of Common Stock underlying such approval or Employee’s termination date, if later. Notwithstanding the foregoing, in no event shall the Performance Stock Units become fully vested prior to which you become entitled upon vesting is automatically reduced, it is the intent expiration of one month from the Grant Date. “Senior executive” for purposes of this Agreement that shall mean (i) the CEO and (ii) any deemed “sale” regular, full-time employee of the shares Company or an affiliate who (A) is an officer of Common Stock underlying the Performance Stock Units withheld will be exempt from liability Company required to file reports with the Securities and Exchange Commission under Section 16(b) 16 of the Securities Exchange Act of 1934, as amended(B) is an officer of the Company who reports directly to the CEO, (C) is the Chief Accounting Officer of the Company, or any successor thereto (“Exchange Act”D) pursuant to Rule 16b-3 under Section 16(bis the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.US EMPLOYEE – 3-Year Vesting

Vesting Schedule. Except as set forth Subject to any acceleration provisions contained in Section 5 hereofthe Plan, your vesting in this Award Agreement or any portion other written agreement authorized by the Administrator between Participant and the Company (or any Parent or Subsidiary of the Performance Company, as applicable) governing the terms of this Award, the Restricted Stock Units will be scheduled to vest according to the following vesting schedule: 100% of the Total Number of Restricted Stock Units shall vest on the earlier of (a) the 1-year anniversary of the Date of Grant, or (b) the day before the next annual meeting of stockholders following the Date of Grant, subject to the Participant remaining a Service Provider through such vesting date. By Participant’s signature and the signature of the representative of the Company below, Participant and the Company agree that this Award of Restricted Stock Units is contingent on attainment granted under and governed by the terms and conditions of the Performance Goal Plan and on this Award Agreement, including the subsequent certification Terms and Conditions of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance PeriodRestricted Stock Unit Grant, attached hereto as applicableExhibit A, and all other exhibits, appendices and addenda attached hereto, all of which are made a part of this document. Participant acknowledges receipt of a copy of the Performance Stock Units Plan. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan or this Award Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address indicated below. If Participant fails to sign this Award Agreement before the first vesting date of the Award subject to such Performance Goal for such Performance Period shall this Notice of Grant, the Award immediately will be forfeited without compensationin its entirety. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before 1 NTD: Assumes that the Vesting Commencement Date as provided in paragraph 5is set on February 15, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable lawMay 15, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amendedAugust 15, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange ActNovember 15. PARTICIPANT SOLID POWER, or any successor provisionINC. All unscheduled and scheduled blackout periods (eachSignature Signature Print Name Print Name Title Residence Address: EXHIBIT A SOLID POWER, a “BP”) are determined by the CompanyINC. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT

Vesting Schedule. Except This option will become exercisable (“vest”) as set forth in Section 5 hereof, your to [insert vesting schedule]. The “Vesting Commencement Date” is [Vesting Commencement Date]. The right of exercise shall be cumulative so that to the extent the option is not exercised in any portion period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Performance Stock Units is contingent on attainment Final Exercise Date or the termination of this option under Section 3 hereof or the Plan. Without prior notice to the Participant, the Company’s Board of Directors may accelerate the vesting hereunder upon a resolution of the Performance Goal Board of Directors duly passed and on approved. Upon the subsequent certification occurrence of a Reorganization Event or a Change in Control Event (as defined in the Plan), except to the extent specifically provided to the contrary in any other agreement between the Participant and the Company, the vesting hereunder shall be accelerated so that attainment by this option shall become immediately exercisable for the Committee. In the event the Performance Goal is not attained during the relevant Performance Periodnumber of Shares subject to this option which otherwise would have first vested within 12 months following such Reorganization Event or Change in Control Event, as applicable, all of the Performance Stock Units and any remaining unvested shares subject to such Performance Goal for such Performance Period Option shall be forfeited without compensation. Subject continue to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject schedule set forth herein as though such 12 month period had actually passed. If within 12 months of a Reorganization Event or a Change in Control Event, the Participant ceases to Three-Year Goal 3rd anniversary be an Eligible Participant due to termination by the Company of Grant Date 100% For purposes its relationship with the Participant without Cause (as defined below) or a Constructive Termination (as defined below) of the payment of applicable withholding taxes required by applicable lawParticipant, except to the extent specifically provided to the contrary in any other agreement between the Participant and the Company, the vesting hereunder shall be further accelerated so that this option shall become immediately exercisable for the number of shares of Common Stock underlying Shares subject to this option which otherwise would have first vested within 24 months following such termination or Constructive Termination (“Additional Acceleration”), provided that the Performance Stock Units to which you become entitled on payment acceleration periods under this Section 2 shall be automatically reduced by cumulative, and any remaining unvested shares subject to such Option shall continue to vest in accordance with the Company vesting schedule set forth herein as though such additional 24 month period had actually passed. For the purposes of this option, a “Constructive Termination” is deemed to cover have occurred if the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all Participant is relocated outside of the amount Participant’s then residential area without his or her consent or there is a material diminution of such obligation in cash in a manner acceptable to the CompanyParticipant’s compensation, duties or responsibilities without his or her consent. In the event that the number Participant dies, becomes disabled (within the meaning of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b22(e)(3) of the Securities Exchange Act of 1934Code) or is terminated without Cause (as defined below), as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by vesting hereunder shall be accelerated so that this Option shall become immediately exercisable for the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, Shares subject to applicable federal, state and local tax withholding in the manner described herein or this option which otherwise acceptable to the Committee. Subject to the provisions of would have first vested within 12 months following such termination; provided that this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rulesentence shall not apply if Additional Acceleration has occurred.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance The Restricted Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following schedule provided that Employee has been continuously employed by the Company from the date of this Agreement through the applicable vesting schedules: Time-Based date. Vesting Date Percent Vested Subject to Three-Year Goal Percentage of Total Numberof Restricted Stock Units 1st Anniversary of Grant Date 33 ⅓% 2nd Anniversary of Grant Date 66 ⅔% 3rd anniversary Anniversary of Grant Date 100% For purposes of Notwithstanding the payment of applicable withholding taxes required by applicable lawforegoing, unless otherwise provided in an Other Agreement pursuant to Paragraph 11, the number of shares of Common Stock underlying the Performance Restricted Stock Units to which you shall become entitled fully vested on payment shall be automatically reduced by the earliest of (i) the occurrence of Employee’s Involuntary Termination or termination for Good Reason within two years following a Corporate Change (as such terms are defined in the Plan), (ii) the date Employee’s employment with the Company to cover the applicable minimum statutorily required withholding obligationis terminated by reason of death or disability (as determined above), except that you may elect to pay some or all (iii) Employee’s attainment of the amount of such obligation in cash in a manner acceptable to age 70 while employed with the Company. In the event that Employee’s employment is terminated for any other reason, including retirement prior to age 70 with the number approval of shares the Company or employing Subsidiary, the Committee which administers the Plan (the “Committee”) or its delegate, as appropriate, may, in the Committee’s or such delegate’s sole discretion, approve the acceleration of Common Stock underlying the Performance vesting of any or all Restricted Stock Units still subject to which you become entitled upon restrictions, such vesting is automatically reducedacceleration to be effective on the date of such approval or Employee’s termination date, it is if later. Notwithstanding the intent of this Agreement that any deemed “sale” of foregoing, in no event shall the shares of Common Stock underlying the Performance Restricted Stock Units withheld will be exempt become fully vested prior to the expiration of one month from liability the Grant Date. Notwithstanding the foregoing, if the Company determines that there has been a legal judgment and/or legal development in Employee’s jurisdiction that likely would result in the favorable retirement treatment that applies to the Restricted Stock Units under Section 16(b) the Plan being deemed unlawful and/or discriminatory, Restricted Stock Units shall not become fully vested on Employee's attainment of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined age 70 while still employed by the Company. If any shares of Common Stock underlying vested Performance Instead, Restricted Stock Units are scheduled to shall become fully vested when Employee's employment is terminated for any reason with at least 25 years of service at the Company or employing Subsidiary (or such lesser number of years of service under special circumstances as may be paid during a BP to which you are determined in the Committee’s (or its delegate’s) sole discretion) subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld however, to this being considered nondiscriminatory by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue legal counsel and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject 's (or its delegate’s) sole discretion to the provisions approve such acceleration of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rulevesting.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the Performance The Restricted Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following schedule provided that Employee has been continuously employed by the Company from the date of this Agreement through the applicable vesting schedules: Time-Based date. Vesting Date Percent Vested Subject to Three-Year Goal Percentage of Total Numberof Restricted Stock Units 1st Anniversary of Grant Date 20% 2nd Anniversary of Grant Date 40% 3rd anniversary Anniversary of Grant Date 60% 4th Anniversary of Grant Date 80% 5th Anniversary of Grant Date 100% For purposes of Notwithstanding the payment of applicable withholding taxes required by applicable lawforegoing, unless otherwise provided in an Other Agreement pursuant to Paragraph 11, the number of shares of Common Stock underlying the Performance Restricted Stock Units to which you shall become entitled fully vested on payment shall be automatically reduced by the earliest of (i) the occurrence of your Involuntary Termination or termination for Good Reason within two years following a Corporate Change (as such terms are defined in the Plan), (ii) the date Employee’s employment with the Company to cover the applicable minimum statutorily required withholding obligationis terminated by reason of death or disability (as determined above), except that you may elect to pay some or all (iii) Employee’s attainment of the amount of such obligation in cash in a manner acceptable to age 70 while employed with the Company. In the event that Employee’s employment is terminated for any other reason, including retirement prior to age 70 with the number approval of shares the Company or employing Subsidiary, the Committee which administers the Plan (the “Committee”) or its delegate, as appropriate, may, in the Committee’s or such delegate’s sole discretion, approve the acceleration of Common Stock underlying the Performance vesting of any or all Restricted Stock Units still subject to which you become entitled upon restrictions, such vesting is automatically reducedacceleration to be effective on the date of such approval or Employee’s termination date, it is if later. Notwithstanding the intent of this Agreement that any deemed “sale” of foregoing, in no event shall the shares of Common Stock underlying the Performance Restricted Stock Units withheld will be exempt become fully vested prior to the expiration of one month from liability the Grant Date. Notwithstanding the foregoing, if the EU Employment Equality Directive (Directive 2000/78/EC) has been implemented in Employee's country of employment or residence or if the Company receives a legal opinion that there has been a legal judgment and/or legal development in Employee's jurisdiction that would likely result in the favorable retirement treatment that applies to Restricted Stock Units under Section 16(b) the Plan being deemed unlawful and/or discriminatory, Restricted Stock Units shall not become fully vested on Employee's attainment of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined age seventy while still employed by the Company. If any shares of Common Stock underlying vested Performance Instead, Restricted Stock Units are scheduled to be paid during a BP to which you are shall become fully vested when Employee's employment is terminated for any reason with at least 15 years of service at the Company or employing Subsidiary subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld however, to this being considered nondiscriminatory by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue legal counsel and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee's (or its delegate’s) sole discretion to approve such acceleration of vesting. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.INTERNATIONAL EMPLOYEE – 5-Year Vesting

Vesting Schedule. Except as set forth in Section 5 otherwise provided herein, an amount of Unvested Securities (as defined below) shall vest on each of the first four anniversaries of the date hereof, your vesting such that the Executive Securities shall be vested on each such date in any portion accordance with the following schedule: Cumulative Percentage of Executive Date Securities Vested on Such Date -------- ---------------------------------- The date hereof 20% The first anniversary of the Performance Stock Units is contingent on attainment date hereof 40% The second anniversary of the Performance Goal date hereof 60% The third anniversary of the date hereof 80% The fourth anniversary of the date hereof 100% Notwithstanding the foregoing sentence, and except as otherwise provided herein, the above vesting schedule shall cease and no Unvested Securities (as defined below) shall vest after the date on which Executive's employment with the subsequent certification of Company and its Subsidiaries terminates for any reason; provided that attainment if Executive's employment is terminated by the CommitteeCompany without Cause, the Executive Securities shall thereafter continue to vest in accordance with the above schedule so long as Executive has not committed a Vesting Termination Breach (upon which breach the vesting schedule shall cease, and no Unvested Securities (as defined below) shall vest on or after the date of the first such breach). In the event the Performance Goal LLC or the Company has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is not attained during subject to the relevant Performance Perioddispute resolution provisions set forth in paragraph 6, as applicable, all vesting shall be tolled upon the date of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount allegation of such obligation in cash in a manner acceptable to the Company. In the event breach; provided that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid if it is ultimately resolved under paragraph 6 that Executive has committed a Vesting Termination Breach, the applicable number tolling shall become a permanent cessation such that vesting shall have forever ceased upon the date of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes)such allegation, but and (ii) you will be unable to sell such shares if it is ultimately resolved under paragraph 6 that Executive did not commit a Vesting Termination Breach, a number of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior Unvested Securities shall vest giving retroactive effect to such datevesting schedule such that there shall exist a number of Vested Securities as if the vesting schedule had not been tolled as a result of such allegations. Except Executive Securities which have become vested pursuant to this Agreement are referred to herein as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue "Vested Securities," and deliver all other Executive Securities are referred to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleas "Unvested Securities."

Vesting Schedule. Except as (a) Subject to the Participant’s continued employment with any of the Constituent Companies, the RSUs shall vest pursuant to the vesting schedule set forth in Section 5 hereofthe Essential Grant Terms (as modified by this Agreement) until such RSUs are one hundred percent (100%) vested. Upon the Participant’s termination of employment for any reason, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal unvested RSUs shall immediately terminate, and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period no further Shares shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some issued or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent transferred under Section 3 of this Agreement in respect of such unvested RSUs; provided, however, that any deemed “sale” of if (i) the shares of Common Stock underlying Participant’s employment with the Performance Stock Units withheld will be exempt from liability under Section 16(bConstituent Companies terminates due to the Participant’s death or Disability, the RSUs granted hereunder shall vest with respect to one hundred percent (100%) of the Securities Exchange Act RSUs held by the Participant on the date of 1934such termination of employment, (ii) the Participant’s employment with the Constituent Companies terminates due to the Participant’s Qualifying Departure, the RSUs granted hereunder, as amendedwell as any RSUs granted to the Participant previously under any Voluntary Equity Investment Program for any prior fiscal year which are then unvested, or any successor thereto shall vest with respect to one hundred percent (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b100%) of the Exchange ActRSUs held by the Participant on the date of such Qualifying Departure, or any successor provision. All unscheduled and scheduled blackout periods (eachiii) the Participant’s employment with the Constituent Companies terminates due to an Involuntary Termination, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock RSUs granted hereunder shall vest on the scheduled payment date of such Involuntary Termination equal to (net x) fifty percent (50%) of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares total number of Common Stock until RSUs granted hereunder if the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on of the Vesting Date, with no proportionate or partial vesting in the period Involuntary Termination is prior to the first anniversary of the date of the grant, or (y) one hundred percent (100%) of the total number of RSUs granted hereunder if the date of the Involuntary Termination is on or after the first anniversary of the date of the grant less the number (if any) of RSUs that vested before the date of such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleInvoluntary Termination.

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the The Performance Stock Units is contingent on attainment of shall vest in accordance with the Performance Goal and on the subsequent certification of following schedule provided that attainment Employee has been continuously employed by the Committee. In Company from the event date of this Agreement through the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the applicable vesting date and such Performance Stock Units subject to such Performance Goal for such Performance Period shall be have not been forfeited without compensation. Subject pursuant to the attainment last two sentences of subparagraph (a) of this Paragraph 2: Vesting Date Vested Percentage of Total Number of Performance Stock Units 1st Anniversary of Grant Date 33 ⅓% 2nd Anniversary of Grant Date 66 ⅔% 3rd Anniversary of Grant Date 100% Notwithstanding the Performance Goal and the subsequent certification described aboveforegoing, unless you experience a Termination before the Vesting Date as otherwise provided in paragraph 5an Other Agreement pursuant to Paragraph 8, the Performance Stock Units will shall become fully vested on the earliest of (i) the occurrence of Employee’s Involuntary Termination or termination for Good Reason within two years following a Corporate Change (as such terms are defined in accordance the Plan) or (ii) the date Employee’s employment with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary Company is terminated by reason of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable lawdeath or disability (as determined above); provided, the number of shares of Common Stock underlying however, that if the Performance Stock Units have been forfeited pursuant to which you become entitled on payment shall be automatically reduced by the Company last two sentences of subparagraph (a) of this Paragraph 2 prior to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all date of the amount occurrence of an event described in clause (i) or (ii) of this sentence, then the Performance Stock Units shall remain forfeited and shall not vest upon the occurrence of any such obligation in cash in a manner acceptable to the Companyevent. In the event Employee’s employment is terminated for any other reason, including retirement with the approval of (A) the Committee if Employee is a “senior executive of the Company” (as defined below) or (B) the Company’s Chief Executive Officer (the “CEO) if Employee is not a senior executive of the Company, the Committee (or its delegate, as appropriate) or, in the event of retirement of an Employee who is not a senior executive of the Company, the CEO, as applicable, may, in the Committee’s (or such delegate’s) or the CEO’s, as applicable, sole discretion, approve the acceleration of the vesting of any or all Performance Stock Units that have not yet been forfeited and which are still outstanding and subject to restrictions, such vesting acceleration to be effective on the number date of shares of Common Stock underlying such approval or Employee’s termination date, if later. Notwithstanding the foregoing, in no event shall the Performance Stock Units become fully vested prior to which you become entitled upon vesting is automatically reduced, it is the intent expiration of one month from the Grant Date. “Senior executive” for purposes of this Agreement that shall mean (i) the CEO and (ii) any deemed “sale” regular, full- time employee of the shares Company or an affiliate who (A) is an officer of Common Stock underlying the Performance Stock Units withheld will be exempt from liability Company required to file reports with the Securities and Exchange Commission under Section 16(b) 16 of the Securities Exchange Act of 1934, as amended(B) is an officer of the Company who reports directly to the CEO, (C) is the Chief Accounting Officer of the Company, or any successor thereto (“Exchange Act”D) pursuant to Rule 16b-3 under Section 16(bis the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxesd), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. Except as set forth in Section 5 hereofAs used herein, your vesting in any the term "vested" shall mean that portion of the Performance Stock Units this option that is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committeeexercisable. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period This option shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following vesting schedulesschedule: Time-Based Vesting Date Percent Vested Subject (i) except as set forth in (v) and (vi) below, no portion of this option shall be vested prior to Three-Year Goal 3rd the first anniversary of Grant your Vesting Commencement Date; (ii) 175,000 options shall be vested on the first anniversary of your Vesting Commencement Date; (iii) 174,850 options shall be vested on the second anniversary of your Vesting Commencement Date; (iv) 109,570 options shall be vested on the third anniversary of your Vesting Commencement Date 100(such that this option shall be vested in full on the third anniversary of your Vesting Commencement Date); (v) immediately following the effective time (the "Change in Control Effective Date") of a Change in Control (as defined below), a portion of this option which is unvested on the Change in Control Effective Date shall immediately vest so that at least 50% For purposes of the payment original grant is fully vested and exercisable as of applicable withholding taxes required by applicable law, the number Change in Control Effective Date and the remaining unvested portion of shares the option shall vest at the rate of Common Stock underlying 50% of such remaining unvested amount on the Performance Stock Units to which you become entitled on payment last day of each of the third month and the sixth month after the Change in Control Effective Date (such that this option shall be automatically reduced vested in full the last day of the month which is six months after the Change in Control Effective Date); and (vi) if, following the Change in Control Effective Date, your employment is terminated by the Company other than for Cause (as defined below) or by you for Good Reason (as defined below), this option shall vest in full on the effective date of such termination. The right of exercise shall be cumulative so that if you do not exercise this option to cover the applicable minimum statutorily required withholding obligationmaximum extent permissible in any period, except that you may elect it shall continue to pay some be exercisable, in whole or in part, with respect to all vested shares until the earlier of the amount of such obligation in cash in a manner acceptable to Final Exercise Date or the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent termination of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability option under Section 16(b) 3 below or under the Plan. Additionally, the Board of the Securities Exchange Act of 1934, as amendedDirectors, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Acta committee thereof, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period it sole discretion agrees that immediately prior to such date. Except as otherwise provided in a Change of Control it shall consider whether your vesting schedule set forth above should be further modified so that this option shall become fully vested upon the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership Change of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleControl.

Vesting Schedule. Except as set forth provided in Section 5 hereofParagraphs 3 and 5, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Restricted Stock Units subject to this Agreement shall vest in the Employee, as to [INSERT VESTING SCHEDULE] (each date, a "Vesting Date"), until one hundred percent (100%) of such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Restricted Stock Units will become vested shall have been vested. Restricted Stock Units shall not vest in the Employee in accordance with any of the following vesting schedules: Time-Based provisions of Paragraph 2 unless the Employee (a) shall have been continuously employed by the Company or by one of its Affiliates from the Grant Date until each Vesting Date Percent Vested Subject or (b) shall have had a Termination of Service due to Three-Year Goal 3rd anniversary Retirement on or after January 1 of the calendar year immediately following the calendar year in which the Grant Date 100% occurs (a “Qualifying Retirement”) or a Termination due to Disability at any time following the Grant Date, in which case, vesting and, for the avoidance doubt, settlement shall continue to occur on the scheduled Vesting Dates; provided, however, that if the Employee's Qualifying Retirement occurs within one (1) year following the Grant Date, then the number of Restricted Stock Units subject to this Agreement shall be adjusted proportionally by the time during such one (1) year period that the Employee remained an employee of the Company (based upon a 365 day year). For example, if the Employee is granted 6,000 Restricted Stock Units on November 1, 2013 and the Employee's Qualifying Retirement occurs 90 days after the Grant Date, then the Employee's number of Restricted Stock Units would be reduced from 6,000 shares to 1479 shares (6,000 x 90/365) and the balance of the Restricted Stock Units would be cancelled. For purposes of this Agreement only, if an Employee would become eligible for Retirement in a given year after the payment Company’s last regular payroll date in November of applicable withholding taxes required by applicable lawsuch year, the number then such Employee shall instead be deemed Retirement eligible on such payroll date; provided, however, that a Termination of shares of Common Stock underlying the Performance Stock Units Service due to which you become entitled such deemed Retirement shall only constitute a Qualifying Retirement if it occurs on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all after January 1 of the amount of such obligation calendar year immediately following the calendar year in cash in a manner acceptable to which the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleGrant Date occurs.

Vesting Schedule. Except Subject to Section 4 of Appendix A and the terms of the Plan, if there are any Calculated RSUs (as set forth defined in Section 5 hereofAppendix A), your vesting in any portion the Grantee will vest as to fifty percent (50%) of the Calculated RSUs at the close of business on the last day of the Performance Stock Units is contingent on attainment of Period (the Performance Goal and on “First Vesting Date”). To the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested in accordance with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event extent that the number of shares Calculated RSUs is less than the Baseline Number of Common Restricted Stock underlying Units, the Performance difference between the Baseline Number of Restricted Stock Units and the actual number of Calculated RSUs shall be immediately forfeited. Subject to which you become entitled upon vesting is automatically reduced, it is Section 4 of Appendix A and the intent of this Agreement that any deemed “sale” terms of the shares of Common Stock underlying Plan, the Performance Stock Units withheld Grantee will be exempt from liability under Section 16(bvest as to the remaining fifty percent (50%) of the Securities Exchange Act Calculated RSUs, if any, at the close of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) business on the one year anniversary of the Exchange Act, or any successor provisionlast day of the Performance Period (the “Second Vesting Date”). All unscheduled Each of the First Vesting Date and scheduled blackout periods (each, the Second Vesting Date is hereinafter defined as a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in ”. Notwithstanding the period prior to such date. Except foregoing and except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vestedAppendix A, the Company Grantee will not vest in the Restricted Stock Units, even if they are Calculated RSUs, unless he or she remains a Service Provider (unless it determines a delay as defined in the Plan) through the applicable Vesting Date. If Grantee is required under applicable law or rules) will, employed on the payment First Vesting Date, but ceases to be a Service Provider prior to the date described in paragraph 4 above (or promptly thereafter) issue the Calculated RSUs are determined, Grantee shall not forfeit any RSUs until such date as the Calculated RSUs are determined. Your acceptance online indicates your agreement and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, understanding that this award is subject to applicable federalall of the terms and conditions contained in Appendix A and the Plan. For example, state important additional information on vesting and local tax withholding forfeiture of the Restricted Stock Units is contained in Sections 3 through 5 and Section 7 of Appendix A. PLEASE BE SURE TO READ ALL OF APPENDIX A AND THE PLAN, WHICH CONTAIN THE SPECIFIC TERMS AND CONDITIONS OF THIS AWARD. BROCADE COMMUNICATIONS SYSTEMS, INC. GRANTEE Signature Signature Print Name Print Name Title Electronic Signature will be required on E*Trade Attachments: Appendix A 2009 Stock Plan (To be attached when distributed to plan participants) APPENDIX A TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS (FY16 PERFORMANCE STOCK UNITS) Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rulePlan.

Vesting Schedule. All Executive Securities shall initially be Unvested Securities (as defined below). Except as set forth in Section 5 otherwise provided herein, an amount of Unvested Securities shall vest on the date hereof and on each of the first four anniversaries of the date hereof, your vesting such that the Executive Securities shall be vested on each such date in any portion accordance with the following schedule: ----- -------------------------- Date Cumulative Percentage of Executive Securities Vested The date hereof 20% The first anniversary of the Performance Stock Units is contingent on attainment date hereof 40% The second anniversary of the Performance Goal date hereof 60% The third anniversary of the date hereof 80% The fourth anniversary of the date hereof 100% Notwithstanding the foregoing sentence, and except as otherwise provided in clauses (b)-(e) below or in the next sentence (in the case of termination without Cause or for Good Reason), the above vesting schedule shall cease and no Unvested Securities shall vest after the date on which Executive's employment with the subsequent certification of that attainment Corporation and its Subsidiaries terminates for any reason. If Executive's employment is terminated by the CommitteeCorporation without Cause or if Executive terminates his employment for Good Reason, the Executive Securities shall thereafter, if necessary, continue to vest until the next anniversary of the date hereof next succeeding such termination (such that the Executive will be vested in 20% more of the Executive Securities than at the time of such termination) and if at least 50% of the Executive Securities have not been vested as of such next anniversary, then vesting will continue to the extent necessary that at least 50% of the Executive Securities become vested, so long as Executive has not committed a Vesting Termination Breach (upon which breach the vesting schedule shall immediately cease, and no Unvested Securities shall vest on or after the date of the first such breach). In the event the Performance Goal LLC or the Corporation has alleged that Executive has committed a Vesting Termination Breach, Executive disputes such allegation, and the matter is not attained during subject to the relevant Performance Perioddispute resolution provisions set forth in Section 6, as applicable, all vesting shall be tolled upon the date of the Performance Stock Units subject to allegation of such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience breach; provided that (i) if it is ultimately resolved under Section 6 that Executive has committed a Vesting Termination before the Vesting Date as provided in paragraph 5Breach, the Performance Stock Units will tolling shall become vested in accordance with a permanent cessation such that vesting shall have forever ceased upon the following vesting schedules: Time-Based date of such allegation, and (ii) if it is ultimately resolved under Section 6 that Executive did not commit a Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable lawTermination Breach, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment Vested Securities shall be automatically reduced by the Company as though there had never been such alleged breach or any tolling of vesting. Executive Securities which have become vested pursuant to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the are referred to herein as "Vested Securities," and all other Executive Securities Exchange Act of 1934, are referred to herein as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule"Unvested Securities."

Vesting Schedule. Except as set forth in Section 5 hereof, your vesting in any portion of the The Performance Stock Units is contingent on attainment of shall vest in accordance with the Performance Goal and on the subsequent certification of following schedule provided that attainment Employee has been continuously employed by the Committee. In Company from the event date of this Agreement through the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the applicable vesting date and such Performance Stock Units subject to such Performance Goal for such Performance Period shall be have not been forfeited without compensation. Subject pursuant to the attainment last two sentences of subparagraph (a) of this Paragraph 2: Vesting Date Vested Percentage of Total Number of Performance Stock Units 1st Anniversary of Grant Date 33 ⅓% 2nd Anniversary of Grant Date 66 ⅔% 3rd Anniversary of Grant Date 100% Notwithstanding the Performance Goal and the subsequent certification described aboveforegoing, unless you experience a Termination before the Vesting Date as otherwise provided in paragraph 5an Other Agreement pursuant to Paragraph 12, the Performance Stock Units will shall become fully vested on the earliest of (i) the occurrence of Employee’s Involuntary Termination or termination for Good Reason within two years following a Corporate Change (as such terms are defined in accordance the Plan) or (ii) the date Employee’s employment with the following vesting schedules: Time-Based Vesting Date Percent Vested Subject to Three-Year Goal 3rd anniversary Company is terminated by reason of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable lawdeath or disability (as determined above); provided, the number of shares of Common Stock underlying however, that if the Performance Stock Units have been forfeited pursuant to which you become entitled on payment shall be automatically reduced by the Company last two sentences of subparagraph (a) of this Paragraph 2 prior to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all date of the amount occurrence of an event described in clause (i) or (ii) of this sentence, then the Performance Stock Units shall remain forfeited and shall not vest upon the occurrence of any such obligation in cash in a manner acceptable to the Companyevent. In the event Employee’s employment is terminated for any other reason, including retirement with the approval of (A) the Committee if Employee is a “senior executive of the Company” (as defined below) or (B) the Company’s Chief Executive Officer (the “CEO”) if Employee is not a senior executive of the Company, the Committee (or its delegate, as appropriate) or, in the event of retirement of an Employee who is not a senior executive of the Company, the CEO, as applicable, may, in the Committee’s (or such delegate’s) or the CEO’s, as applicable, sole discretion, approve the acceleration of the vesting of any or all Performance Stock Units that have not yet been forfeited and which are still outstanding and subject to restrictions, with such vesting acceleration to be effective on the number date of shares of Common Stock underlying such approval or Employee’s termination date, if later. Notwithstanding the foregoing, in no event shall the Performance Stock Units become fully vested prior to which you become entitled upon vesting is automatically reduced, it is the intent expiration of one month from the Grant Date. “Senior executive” for purposes of this Agreement that shall mean (i) the CEO and (ii) any deemed “sale” regular, full- time employee of the shares Company or an affiliate who (A) is an officer of Common Stock underlying the Performance Stock Units withheld will be exempt from liability Company required to file reports with the Securities and Exchange Commission under Section 16(b) 16 of the Securities Exchange Act of 1934, as amended(B) is an officer of the Company who reports directly to the CEO, (C) is the Chief Accounting Officer of the Company, or any successor thereto (“Exchange Act”D) pursuant to Rule 16b-3 under Section 16(bis the highest ranking management position (with at least a title of Director or above) with direct oversight over internal audits of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxesd), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. Except as set forth in Section 5 hereofAs used herein, your vesting in any the term "vested" shall mean that portion of the Performance Stock Units this option that is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committeeexercisable. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period This option shall be forfeited without compensation. Subject to the attainment of the Performance Goal and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5, the Performance Stock Units will become vested vest in accordance with the following vesting schedulesschedule: Time-Based Vesting Date Percent Vested Subject (i) except as set forth in (v) and (vi) below, no portion of this option shall be vested prior to Three-Year Goal 3rd the second anniversary of Grant your Vesting Commencement Date; (ii) 150 options shall be vested on the second anniversary of your Vesting Commencement Date; (iii) 65,430 options shall be vested on the third anniversary of your Vesting Commencement Date; (iv) 175,000 options shall be vested on the fourth anniversary of your Vesting Commencement Date 100(such that this option shall be vested in full on the fourth anniversary of your Vesting Commencement Date); (v) immediately following the effective time (the "Change in Control Effective Date") of a Change in Control (as defined below), a portion of this option which is unvested on the Change in Control Effective Date shall immediately vest so that at least 50% For purposes of the payment original grant is fully vested and exercisable as of applicable withholding taxes required by applicable law, the number Change in Control Effective Date and the remaining unvested portion of shares the option shall vest at the rate of Common Stock underlying 50% of such remaining unvested amount on the Performance Stock Units to which you become entitled on payment last day of each of the third month and the sixth month after the Change in Control Effective Date (such that this option shall be automatically reduced vested in full the last day of the month which is six months after the Change in Control Effective Date); and (vi) if, following the Change in Control Effective Date, your employment is terminated by the Company other than for Cause (as defined below) or by you for Good Reason (as defined below), this option shall vest in full on the effective date of such termination. The right of exercise shall be cumulative so that if you do not exercise this option to cover the applicable minimum statutorily required withholding obligationmaximum extent permissible in any period, except that you may elect it shall continue to pay some be exercisable, in whole or in part, with respect to all vested shares until the earlier of the amount of such obligation in cash in a manner acceptable to Final Exercise Date or the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent termination of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability option under Section 16(b) 3 below or under the Plan. Additionally, the Board of the Securities Exchange Act of 1934, as amendedDirectors, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Acta committee thereof, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period it sole discretion agrees that immediately prior to such date. Except as otherwise provided in a Change of Control it shall consider whether your vesting schedule set forth above should be further modified so that this option shall become fully vested upon the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership Change of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or ruleControl.

Vesting Schedule. Except as set forth Subject to any accelerated vesting provisions in Section 5 hereofthe Plan, your vesting in any portion and to the achievement of the Performance Profit Goal, the Restricted Stock Units is contingent on attainment will vest as follows: Ten percent (10%) of the Performance Goal Restricted Stock Units will vest on each anniversary of the Vesting Commencement Date, subject to Participant continuing to be an Employee through such dates, and satisfying the Full-Time Employment Requirement for an Eligible Vesting Year. Restricted Stock Units will not vest during any Eligible Vesting Year if for six months or more during such Eligible Vesting Year (i) Participant is on a Nonstatutory Leave of Absence, and/or (ii) Participant is not a Full-Time Employee (the subsequent certification of that attainment by the Committee“Full-Time Employment Requirement”). In the event that no Restricted Stock Units vest during an Eligible Vesting Year for failure to satisfy the Performance Goal Full-Time Employment Requirement (the “Forgone Annual Units”), then the Forgone Annual Units that fail to so vest will be eligible to vest in a subsequent Eligible Vesting Year during which the Full-Time Employment Requirement is not attained during satisfied; provided, however, that no more than one Eligible Vesting Year’s worth of Forgone Annual Units will be able to vest in any such subsequent Eligible Vesting Year; provided, further, that any Restricted Stock Units that fail to vest hereunder by the relevant Performance Period, as applicable, all fifteenth (15th) anniversary of the Performance Stock Units subject Vesting Commencement Date will not be eligible to such Performance Goal for such Performance Period shall vest thereafter and will automatically be forfeited without compensation. Subject at no cost to the attainment of the Performance Goal Company and the subsequent certification described Participant will have no further rights with respect thereto. In addition to the vesting provided for above, unless you experience a Termination before each Eligible Vesting Year beginning with the Vesting Date as provided in paragraph 5Commencement Date, the Performance a number of Restricted Stock Units will become vested in accordance with based upon the Company’s achievement of certain performance goals for the Fiscal Year that ends during an applicable Eligible Vesting Year as follows: Total Number of Restricted Stock Units subject to this Award x 0.1 Earnings Attainment for applicable Fiscal Year x Sales Attainment for applicable Fiscal Year In order to be eligible for vesting acceleration pursuant to these performance-based vesting provisions for any Eligible Vesting Year, Participant must be an Employee through the end of such Eligible Vesting Year and must satisfy the Full-Time Employment Requirement for such Eligible Vesting Year. For these purposes, an “Eligible Vesting Year” means the period between May 1 through the following vesting schedules: Time-Based April 30 of each year from the Vesting Commencement Date Percent Vested Subject to Three-Year Goal 3rd through the fifteenth (15th) anniversary of Grant Date 100% For purposes of the payment of applicable withholding taxes required by applicable law, the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligation, except that you may elect to pay some or all of the amount of such obligation in cash in a manner acceptable to the Company. In the event that the number of shares of Common Stock underlying the Performance Stock Units to which you become entitled upon vesting is automatically reduced, it is the intent of this Agreement that any deemed “sale” of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, or any successor thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined by the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Commencement Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.

Vesting Schedule. Except as Subject to the Grantee’s Continuous Service and other limitations set forth in Section 5 hereof, your vesting in any portion of the Performance Stock Units is contingent on attainment of the Performance Goal and on the subsequent certification of that attainment by the Committee. In the event the Performance Goal is not attained during the relevant Performance Period, as applicable, all of the Performance Stock Units subject to such Performance Goal for such Performance Period shall be forfeited without compensation. Subject to the attainment of the Performance Goal this Schedule and the subsequent certification described above, unless you experience a Termination before the Vesting Date as provided in paragraph 5Agreement, the Performance Stock Units Shares will become vested vest in accordance with the following vesting schedulesschedule: Time-Based Vesting • 35% of the Shares shall vest on the Registration Date; • 25% of the Shares shall vest on December 31, 2011, unless the Registration Date Percent Vested Subject to Three-Year Goal 3rd anniversary has not occurred by such date in which case such 25% shall vest on the date that is one year after the Registration Date; • 20% of Grant the Shares shall vest on December 31, 2012, unless the Registration Date 100has not occurred by such date in which case such 20% shall vest on the date that is two years after the Registration Date; and • 20% of the Shares shall vest on December 31, 2013, unless the Registration Date has not occurred by such date in which case such 20% shall vest on the date that is three years after the Registration Date. For purposes of this Schedule and the payment of applicable withholding taxes required by applicable lawAgreement, the number term “vest” shall mean, with respect to any Shares, that such Shares are no longer subject to forfeiture to the Grantor. Shares that have not vested are deemed “Restricted Shares”. If the Grantee would become vested in a fraction of shares a Restricted Share, such Restricted Share shall not vest until the Grantee becomes vested in the entire Share. Vesting shall cease upon the date of Common Stock underlying termination of the Performance Stock Units to which you become entitled on payment shall be automatically reduced by the Company to cover the applicable minimum statutorily required withholding obligationGrantee’s Continuous Service for any reason, except that you may elect to pay some death or all of the amount of such obligation in cash in a manner acceptable to Disability after one year employment with the Company. In the event that the number Grantee’s Continuous Service is terminated for any reason, except death or Disability after one year employment with the Company, any Restricted Shares held by the Grantee immediately following such termination of shares of Common Stock underlying Continuous Service shall be deemed reconveyed to the Performance Stock Units to which you become entitled upon vesting is automatically reducedGrantor, it is and the intent of this Agreement that any deemed “sale” Grantor shall thereafter be the legal and beneficial owner of the shares of Common Stock underlying the Performance Stock Units withheld will be exempt from liability under Section 16(b) of the Securities Exchange Act of 1934, as amended, Restricted Shares and shall have all rights and interest in or any successor related thereto (“Exchange Act”) pursuant to Rule 16b-3 under Section 16(b) of the Exchange Act, or any successor provision. All unscheduled and scheduled blackout periods (each, a “BP”) are determined without further action by the Grantee. In the case of death or Disability after one year employment with the Company. If any shares of Common Stock underlying vested Performance Stock Units are scheduled to be paid during a BP to which you are subject, (i) you will be paid the applicable number of shares of Common Stock on the scheduled payment date (net of any shares withheld restricted Shares held by the Company to pay minimum required taxes), but (ii) you will be unable to sell such shares of Common Stock until the earliest date on which all BPs to which you are subject have expired. Subject to paragraph 5 above, all vesting will occur only on the Vesting Date, with no proportionate or partial vesting in the period prior to such date. Except as otherwise provided in the preceding paragraph, when any Performance Stock Unit becomes Grantee become fully vested, the Company (unless it determines a delay is required under applicable law or rules) will, on the payment date described in paragraph 4 above (or promptly thereafter) issue and deliver to you a stock certificate registered in your name or will promptly recognize ownership of your shares through uncertificated book entry or another similar method, subject to applicable federal, state and local tax withholding in the manner described herein or otherwise acceptable to the Committee. Subject to the provisions of this Agreement, you will be permitted to transfer shares of Common Stock following your receipt thereof, but only to the extent permitted by applicable law or rule.