Common use of Vesting Clause in Contracts

Vesting. The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.

Vesting. The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs This Award shall vest in full on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise set forth above provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee Participant is continuously employed by a member of the Board of Directors of Premier Group. Notwithstanding the Companyforegoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or Participant shall immediately vest in a portion of the PRSUs have not vested Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment with the Premier Group due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Vesting Date, Participant’s employment with the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event a member of the Premier Group (or a successor) terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), notwithstanding anything the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the contrary in Section 8 dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the Planapplicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the PRSUs outstanding on same time as the date Award Shares. Notwithstanding the foregoing, vesting of such Change in Control, the Award (and any dividend equivalents with respect thereto, equivalents) shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid prohibited to the extent provided in Section 8 in the event of the Employee’s termination of employment that it would violate applicable law or services following such Change in Control and prior to the Vesting Dateextent the Award is a Performance Share Award. Upon payment pursuant to Further notwithstanding the terms of the Planforegoing, such awards nothing in this Award Agreement shall be cancelledinterpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject Subject to the EmployeeOptionee’s continued employment service relationship with or provision of services to the Company or a subsidiary or affiliate its Subsidiaries through the Vesting Date or vesting date (except as otherwise provided in this Section 8. For the avoidance of doubt4), the change entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Employee’s status from employee to non-employee member of Grant Date]; provided, however, that: (a) the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or entire Option shall immediately become a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested Vested Option and shall become exercisable as of the Vesting Date, the unvested PRSUs will be forfeited. Upon immediately prior to the occurrence of an event constituting a Change in Control, notwithstanding anything ; and (b) if a Termination of Relationship occurs at any time prior to the contrary a Change in Section 8 Control as a result of (A) a termination of the PlanOptionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the PRSUs outstanding on Option shall become a Vested Option and shall become exercisable as of the date of such Change in Control, Termination of Relationship and any dividend equivalents shall remain outstanding pursuant to the provisions of Section 8(a) with respect thereto, shall be assumed by to the successor company (or its parent company) and remain outstanding, and thereafter the vesting aggregate number of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, Option Shares subject to the Employee’s continued employment with or provision Option, multiplied by a fraction, (x) the numerator of services which is equal to the Company or number of calendar days that have elapsed since the Grant Date and (y) the denominator of which is equal to 365, and (2) if a subsidiary or an affiliate through Change in Control occurs within 90 days following such Termination of Relationship, the Vesting Date (entire Option shall immediately become a Vested Option and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control). Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and in no portion of the Option that is not a Vested Option as of such instance such PRSUs time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Codeforfeited immediately); provided, as determined by the Committee; provided that the PRSUsthat, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Employee’s termination of employment Optionee (whether vested or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards unvested) shall immediately be cancelledforfeited.

Vesting. (a) The PRSUs will be subject to performance-based vesting conditions Award LTIP Units shall become vested as of the close of business on the Vesting Date if (i) the “Performance Conditions”Grantee remains continuously employed by the Company, or one of its Affiliates (including the Operating Partnership) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (between the “Grant Date and the Vesting Date”, and (ii) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth performance criteria on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8have been satisfied. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to To the extent all or only a portion of the PRSUs have not vested as of performance criteria are satisfied on the Vesting Date, the portion of the Award LTIP Units for which the performance criteria are not satisfied shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (b) Subject to the terms and conditions of this Agreement and the LP Agreement, upon termination of the Grantee’s employment, any Award LTIP Units which have not yet then vested (after giving effect to any acceleration of vesting upon such termination of the Grantee’s employment) shall automatically and without notice or payment of any consideration by the Company or the Operating Partnership, terminate, be forfeited and be and become null and void and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units. (c) The Administrator may, in its sole discretion, at any time accelerate the vesting of Award LTIP Units. (d) Notwithstanding anything contained herein or in the LP Agreement, the terms of any severance or employment agreement between the Company and the Grantee shall determine whether, and to what extent, any unvested PRSUs will be forfeited. Upon Award LTIP Units held by the Grantee shall accelerate in connection with the occurrence of an certain termination of employment events including, without limitation, in the event constituting of a termination of employment in connection with a Change in Control (as such term is defined in any such severance or employment agreement). In addition, upon a Change in Control, notwithstanding anything to if the contrary in Section 8 of the PlanAward is not assumed, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed converted or replaced by the successor company (or its parent company) and remain outstandingcontinuing entity, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, all Award LTIP Units which are not vested shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid vested immediately prior to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to based on the Vesting Date. Upon payment pursuant to greater of (i) actual performance through the terms of closing date, or (ii) the Plan, such awards shall be cancelledtarget (maximum) performance level.

Vesting. (a) The PRSUs will be subject to performance-based vesting conditions RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Performance ConditionsVesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) which are set forth on Exhibit A. The PRSUs below, which, in such event, shall vest on December 31, 2027 or such earlier date also be hereinafter referred to as may be provided in Section 8 (the “Vesting Date”) and ), the number of PRSUs eligible to vest Company shall be based on settle the satisfaction vested portion of the Performance Conditions as set forth on Exhibit A RSUs and shall therefore, subject to the Employee’s continued employment with or provision payment of services any taxes pursuant to Section 8(b), (i) issue and deliver to the Company or a subsidiary or affiliate through the Participant one share of Common Stock for each RSU that vests on such Vesting Date or (the “RSU Shares”) and (ii) enter the Participant’s name as otherwise provided in Section 8a shareholder of record with respect to the RSU Shares on the books of the Company. For the avoidance of doubtAlternatively, the change Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the Employee’s status from employee to non-employee member RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of Directors delivering RSU Shares, the amount of such payment shall be equal to the Fair Market Value (as defined in the Plan) of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the unvested PRSUs will be forfeited. Upon provisions of Section 9(b) of the occurrence Plan or Section 3(a) above, in the event of an event constituting a Change in Control, notwithstanding anything to Control Event: (i) If the contrary Change in Section 8 of Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the PRSUs outstanding on the date of Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in ControlControl Event; and (ii) If otherwise, and any dividend equivalents with respect thereto, these RSUs shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible continue to vest on in accordance with the Vesting DateSchedule; provided, subject however, that these RSUs shall immediately become vested in full if, on or prior to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as first anniversary of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms consummation of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to Event, the Vesting Date. Upon payment pursuant to Participant’s employment or other relationship as an Eligible Participant with the terms of Company or the Plan, such awards shall be cancelledAcquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.

Vesting. The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 2026 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.

Vesting. The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject Subject to the Employee’s continued employment with or provision terms and conditions of services to this Award Agreement, and provided that the Company or Participant remains a subsidiary or affiliate Service Provider through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubteach vesting date, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination Restricted Stock shall become “Vested Shares” for purposes of this AgreementAward Agreement in three (3) equal, annual installments, commencing on the Initial Vesting Date. NotwithstandingUntil the shares of Restricted Stock vest and become Vested Shares, which unvested shares shall be called Unvested Shares (as defined below), neither the Unvested Shares, nor any right with respect to the extent all Unvested Shares of Restricted Stock under this Agreement, may be sold, assigned, transferred, pledged, hypothecated (by operation of law or otherwise) or otherwise conveyed or encumbered and shall not be subject to execution, attachment or similar process. Any attempted sale, assignment, transfer, pledge, hypothecation or other conveyance or encumbrance shall be void and unenforceable against the Company or any affiliate of the Company. Upon becoming Vested Shares, such restrictions shall lapse. A legend or legends may be affixed to share certificates representing the Restricted Stock evidencing these restrictions. Notwithstanding the foregoing, in the event that Participant’s employment is terminated by the Company without Cause or if Participant resigns for Good Reason, and such termination is not in Connection with a Change of Control, then Participant will receive twelve (12) months accelerated vesting with respect to Participant’s then outstanding unvested portion of the PRSUs have not Award, at which time such additionally vested as shares shall become Vested Shares, provided that Participant signs the separation agreement and release of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level claims as set forth on Exhibit A as in Section 8(d) of the date Employment Agreement and otherwise complies with such section. Notwithstanding the foregoing, in the event that Participant’s employment is terminated by the Company without Cause or if Participant resigns for Good Reason, and such termination is in Connection with a Change of Control, then Participant will become fully vested in Participant’s then outstanding unvested portion of the Change in Control)Award, at which time such additionally vested shares shall become Vested Shares, provided that Participant signs the separation agreement and in such instance such PRSUs shall be paid in cash in accordance with the terms release of the Plan at the earliest time claims as set forth in the Plan that will not trigger a tax or penalty under Section 409A 8(d) of the CodeEmployment Agreement and otherwise complies with such section. Notwithstanding the foregoing, in the event that Participant resigns for Good Reason due to (x) the failure of the Company to appoint Participant as determined Chief Executive Officer by the Committee; provided that the PRSUsApril 30, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 2011 or in the event of the Employeeappointment of another as Chief Executive Officer after April 29, 2010, the vesting of Participant’s termination then outstanding unvested portion of employment the Award will be accelerated in full, at which time such additionally vested shares shall become Vested Shares, or services following such Change in Control and (y) the appointment of another as Chief Executive Officer prior to April 30, 2010, the Vesting Date. Upon payment pursuant to the terms vesting of half of the Planoutstanding unvested portion of the Award will be accelerated in full, at which time such awards additionally vested shares shall be cancelledbecome Vested Shares, provided in each case that Participant signs the separation agreement and release of claims as set forth in Section 8(d) of the Employment Agreement and otherwise complies with such section.

Vesting. The PRSUs APIP Shares will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. A and subject to the Employee’s continued employment with the Company or a subsidiary or affiliate through the applicable Vesting Date. The PRSUs Employee shall be eligible to vest in ½ of the APIP Shares granted pursuant hereto on each of March 30, 2026 (APIP Shares eligible to vest on December 31this date, “Tranche 1 APIP Shares”) and March 30, 2027 or (APIP Shares eligible to vest on this date “Tranche 2 APIP Shares,” and each such date, a “Vesting Date”); provided, however, that each such tranche may vest on such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs APIP Shares eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the applicable Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. NotwithstandingNotwithstanding the above, to the extent all or a portion of the PRSUs APIP Shares have not vested as of the applicable Vesting Date, the unvested PRSUs APIP Shares will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs APIP Shares outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUsAPIP Shares, and any dividend equivalents with respect thereto, shall be eligible to vest on the applicable Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the applicable Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs APIP Shares shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUsAPIP Shares, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services that is not for Cause following such Change in Control and prior to the applicable Vesting Date. Upon payment pursuant to the terms of the PlanPlan and this Agreement, such awards shall be cancelled.

Vesting. The PRSUs will be subject to performance-based vesting conditions (This Award shall vest in full on the “Performance Conditions”) which are Vesting Date set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date above provided the Participant is providing services as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate director through the Vesting Date Date. Notwithstanding the foregoing: (a) In the event that a Participant terminates service due to death or as otherwise provided in Section 8. For the avoidance of doubtDisability, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or Participant shall immediately vest in a portion of the PRSUs have not vested as Award equal to the number of the Vesting DateAward Shares granted times a fraction, the unvested PRSUs will be forfeited. Upon numerator of which is the occurrence number of an days of active service elapsed since the Grant Date and the denominator of which is 365; and (b) In the event constituting that the Participant is serving as a director on the Board at the time of a Change in Control, notwithstanding anything the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the contrary in Section 8 dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the Planapplicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the PRSUs outstanding on same time as the date Award Shares. Notwithstanding the foregoing, vesting of such Change in Control, the Award (and any dividend equivalents with respect thereto, equivalents) shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid prohibited to the extent provided in Section 8 in the event of the Employee’s termination of employment that it would violate applicable law or services following such Change in Control and prior to the Vesting Dateextent the Award is a Performance Share Award. Upon payment pursuant to Further notwithstanding the terms of the Planforegoing, such awards nothing in this Award Agreement shall be cancelledinterpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. The PRSUs will be subject (a) A Participant's interest in his Account shall become vested and nonforfeitable to performancethe extent of the following percentages based upon full Years of Service with an Employer: Percentage Percentage Year of Service Vested Forfeited Fewer than five years 0% 100% At least five years 100% 0% An Employee forfeits all non-based vesting conditions vested rights to an Account after the Plan Year after five consecutive One Year Periods of Severance have occurred. (the “Performance Conditions”b) which are set forth on Exhibit A. The PRSUs shall vest on December 31For purposes of vesting, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number a Year of PRSUs eligible to vest Service shall be based credited for each 12-month period beginning on the satisfaction Employee's employment commencement date during which an Employee completes a month of service. In addition, each Employee participating in the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued Plan shall be credited, for Service purposes, for his employment with or provision of services to the Company or a any subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8of AFG. (c) In computing full Years of Service hereunder, any Employee who has a One Year Period of Severance shall not receive credit for Years of Service prior to such break until one full Year of Service has been completed after return to service. For the avoidance In addition, Years of doubt, the change Service by any Employee after any five consecutive One Year Periods of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will Severance shall not be considered a termination taken into account for purposes of this Agreementdetermining the nonforfeitable percentage of an Employee's interest derived from compensation deferred by the Employee which accrued before such five consecutive One Year Periods of Severance. NotwithstandingFurther, when computing full Years of Service hereunder, the Employer shall establish and maintain a separate Account for each Employee who has incurred a One Year Period of Severance and has subsequently returned to the extent all or a portion employment of the PRSUs have not vested as an Employer. The purpose of the Vesting Date, the unvested PRSUs maintaining such separate Accounts will be forfeited. Upon to insure that allocations to any Employee are properly made to determine the occurrence nonforfeitable percentage of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash accrued interest in accordance with the terms of above. (d) Participation in the Plan at the earliest time set forth will continue until an Employee terminates his employment as provided for in Section or for as long as he has an interest in the Plan that will has not trigger a tax been distributed to him or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelledfor his benefit.

Vesting. The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs This Award shall vest in full on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise set forth above provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee Participant is continuously employed by a member of the Board of Directors of Premier Group. Notwithstanding the Companyforegoing: (a) In the event that a Participant terminates employment due to being a Good Leaver (as defined below), consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or Participant shall immediately vest in a portion of the PRSUs have not vested Award equal to the number of Award Shares granted times a fraction, the numerator of which is the number of days of active service elapsed since the Grant Date and the denominator of which is 1,095. A Participant is a “Good Leaver” on account of (i) terminating employment due to death, Disability or an Approved Retirement (as defined in Section 14 below) or (ii) the termination of the Vesting Date, Participant’s employment with the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting Premier Group Without Cause (as defined in Section 14 below) prior to a Change in Control; and (b) In the event the Employer terminates the Participant’s employment Without Cause or the Participant terminates his employment for Good Reason (as defined in Section 14 below) within the twelve month period commencing upon a Change in Control (as defined in the Plan), notwithstanding anything the Award shall vest in full. The Participant shall be credited with an amount in cash (without interest) equal to the contrary in Section 8 dividends the Participant would have received if the Participant had been the owner of a number of Shares equal to the number of Award Shares; provided, however, that no amount shall be credited with respect to Shares that have been delivered to the Participant as of the Planapplicable record date. Dividend equivalents shall be subject to the same terms and conditions as the Award Shares, and shall vest (or, if applicable, be forfeited) at the PRSUs outstanding on same time as the date Award Shares. Notwithstanding the foregoing, vesting of such Change in Control, the Award (and any dividend equivalents with respect thereto, equivalents) shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid prohibited to the extent provided in Section 8 in the event of the Employee’s termination of employment that it would violate applicable law or services following such Change in Control and prior to the Vesting Dateextent the Award is a Performance Share Award. Upon payment pursuant to Further notwithstanding the terms of the Planforegoing, such awards nothing in this Award Agreement shall be cancelledinterpreted to require the Company to grant dividends or dividend equivalents on any Shares or Award Shares.

Vesting. The PRSUs will be subject to performance-based vesting conditions (Grossly exceeding the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 "Company Annual Revenue" or such earlier date "Stock Price" targets as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction any of the Performance Conditions annual target measurement dates, as set forth on Exhibit A and subject to detailed in the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the above Vesting Date or as otherwise provided in Section 8. For the avoidance of doubtSchedule, the change will not cause an acceleration of the Employee’s status from employee to non-employee member vesting of the Board of Directors these shares. The market price of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will 's shares shall not be considered a termination cause for purposes default of payment of this AgreementNote by the Maker. NotwithstandingAll payments shall be made to Payee at address below or at such other place as the Payee may from time to time designate. Any payments on account of principal and interest shall be applied first to interest as aforesaid and the remainder thereof shall be applied to principal. Maker shall have the privilege of paying the principal in whole or in part at any time, and such payments may be made without penalty or premium; provided, however, that each payment shall be accompanied by any accrued interest then due. Presentment for payment or acceptance, and notice of dishonor of payment or acceptance, notice of protest and notice of any renewal, extension, modification or change of time, manner, place or terms of payment, are hereby waived by Maker or any endorsers, sureties and guarantors hereof. Any failure or delay of Payee to the extent all or exercise any right hereunder shall not be construed as a portion waiver of the PRSUs have right to exercise the same or any other right at any other time or times. The waiver by Payee of a breach or default of any provisions of this Note shall not vested operate or be construed as a waiver of any subsequent breach or default thereof. Maker agrees to reimburse Payee for all costs and expenses, including reasonable attorneys' fees, incurred by Payee to enforce the Vesting Date, the unvested PRSUs will be forfeitedprovisions hereof and collect Maker's obligations hereunder. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, This Note shall be assumed by the successor company (or its parent company) and remain outstandingconstrued according to, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid governed by the laws of the Commonwealth of Pennsylvania. The provisions of this Note shall be deemed severable, so that if any provisions hereof is declared invalid under the laws of any state where it is in effect, or of the United States, all other provisions of this Note shall continue in full force and effect. This Note shall be binding upon the successors and assigns of the Maker, and shall inure to the extent provided in Section 8 in benefit of and be enforceable by the event heirs, personal representatives, successors and assigns of the Employee’s termination of employment Payee or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelledany other Payee thereof.

Vesting. The PRSUs will Except as otherwise determined by the Committee in its sole discretion (subject to Section 23 of the Plan) or as otherwise provided in this Section 3 or Section 9, the vesting of the PSs covered hereby shall be subject to performance-based vesting conditions (i) the achievement of the performance goals as set forth in the Award Summary (the “Performance ConditionsGoals”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 determined by the Committee and (the “Vesting Date”ii) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the vesting date indicated on the Award Summary (the “Vesting Date or Date”). In the event the achievement of the Performance Goals is “below threshold” level, then all of the PSs will be forfeited; in the event that achievement of the Performance Goals is between “threshold” and “target” level, then no less than 25% and no more than 50% of PSs will vest; and in the event achievement of the Performance Goals is between “target” and “maximum” level, then no less than 50% and no more than 100% of the PSs will vest, in each case as otherwise provided set forth in Section 8. For the avoidance of doubt, the change of Award Summary and subject to the Employee’s status from employee to non-employee member continued employment through the Vesting Date as described in clause (ii) of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeitedimmediately preceding sentence. Upon the occurrence of an event constituting a Change in ControlControl prior to the Vesting Date, notwithstanding anything to the contrary in Section 8 22(b) of the Plan, 50% of PSs outstanding (the PRSUs outstanding on “Target PSs”), and any dividend equivalents with respect thereto, shall no longer be subject to the date Performance Goals but shall remain outstanding, and thereafter the vesting of such Change in ControlTarget PSs, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (Date, and the Performance Conditions remaining 50% of PSs shall each be deemed to have been achieved at forfeited; provided that, in the “Target” level as set forth on Exhibit A as event of the date Employee’s termination of the employment following such Change in Control)Control and prior to the Vesting Date, and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUsTarget PSs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date9. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.

Vesting. The PRSUs will be Unless the Committee otherwise determines in its sole discretion, subject to performance-based earlier vesting conditions (the “Performance Conditions”in accordance with Section 6 of this Agreement or Section 11.1(b) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A Plan and subject to the Employee’s continued employment with or provision last sentence of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in this Section 8. For the avoidance of doubt5, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not Restricted Share Units shall become vested as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms following schedule (each date specified below being a Vesting Date): (i) On the Corresponding Day in the sixth month following the Grant Date, 12.5% of the Plan at Restricted Share Units shall become vested; and (ii) On the earliest time set forth Corresponding Day in the Plan that will not trigger a tax or penalty under Section 409A ninth month following the Grant Date and on the Corresponding Day on each third month thereafter, an additional 6.25% of the CodeRestricted Share Units shall become vested, as determined by until the Committee; provided that Restricted Share Units are vested in full on the PRSUsCorresponding Day in the forty-eighth (48) month following the Grant Date. [Please refer to the website of the Third Party Administrator, UBS Financial Services Inc., which maintains the database for the Plan and provides related services, for the specific Vesting Dates related to the Restricted Share Units (click on the specific grant under the tab labeled “Grants/Award/Units”).] On each Vesting Date, and upon the satisfaction of any dividend equivalents other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect thereto, shall vest and shall be paid to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent provided that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 8 5, in Restricted Share Units as to which the event Grantee would otherwise vest as of a given date if his or her Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Employee’s termination of employment or services following such Change in Control Grant Date and prior to such Vesting Date (the Vesting Date. Upon payment pursuant vesting or forfeiture of such Restricted Share Units to the terms of the Plan, such awards shall be cancelledgoverned instead by Section 6).

Vesting. The PRSUs will be (a) Except as set forth in (b), (c) and (d) below, the Grantee shall become vested in the Award as follows: (i) the SAR shall vest and become exercisable as to __________ Shares on ______________; (ii) the SAR shall vest and become exercisable as to __________ Shares on ______________; and (iii) the SAR shall vest and become exercisable as to __________ Shares on ______________. (b) If the Grantee’s employment with the Company and all subsidiaries terminates due to the Grantee’s death or disability, the Award shall vest as to a prorata number of unvested shares of Common Stock subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs Award shall vest on December 31vest, 2027 or such earlier date as may number to be provided in Section 8 (the “Vesting Date”) and determined by multiplying the number of PRSUs eligible unvested shares by a fraction, the numerator of which is the number of full months that have elapsed from the Date of Award to the termination of employment and the denominator of which is the number of full months in the vesting period. Award shares that do not vest shall be based on forfeited. (c) If the satisfaction Grantee’s employment with the Company and all Subsidiaries terminates for any reason other than death or disability as described in Section 5(b) above or following a Change in Control as described in Section 5(d)(ii) below, the unvested portion of the Performance Conditions as set forth on Exhibit A and subject Award shall be forfeited to the EmployeeCompany, and the Grantee’s continued rights, title and interest with respect to such forfeited SAR shall automatically lapse and be of no further force or effect. The Grantee hereby irrevocably designates and appoints the Secretary of the Company as the Grantee’s agent and attorney in fact, to act for or on behalf of the Grantee and in his or her name and ▇▇▇▇▇, for the limited purpose of executing any documents and instruments to further evidence the forfeiture of the unvested Award. (d) If there is a Change in Control of the Company, and the Grantee has remained in continuous employment with or provision of services to the Company or a subsidiary Subsidiary until such date: (i) unless the Award is continued or affiliate through the Vesting Date or as otherwise provided assumed by a public company in Section 8. For the avoidance of doubtan equitable manner, the change SAR shall vest as to all of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A Shares as of the date of the Change in Control); and (ii) if the Award is continued or assumed by a public company in an equitable manner, and the Award shall continue to vest as provided in such instance such PRSUs shall be paid this Section 5; provided that if within two years following the Change in cash in accordance with Control the terms of Company terminates the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, Grantee’s employment without cause (as determined by the Committee; provided Committee in its sole discretion, unless otherwise defined in the Grantee's employment agreement with the Company), the unvested portion of the Award shall fully vest. (e) The foregoing provisions of this Section 5 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the PRSUsGrantee and the Company, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided provisions in Section 8 in the event of the Employee’s termination of such employment or services following such Change in Control and prior to severance agreement concerning the Vesting Date. Upon payment pursuant to the terms vesting of the Plan, such awards an Award shall be cancelledsupersede any inconsistent or contrary provision of this Section 5.

Vesting. The PRSUs will be Unless the Committee otherwise determines in its sole discretion, subject to performance-based earlier vesting conditions (the “Performance Conditions”in accordance with Section 6 of this Agreement or Section 11.1(b) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A Plan and subject to the Employee’s continued employment last paragraph of this Section 5, the Restricted Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date): (a) On the Corresponding Day in the [___] month following the Grant Date, [___]% of the Restricted Share Units shall become vested; and (b) On the Corresponding Day in the [___] month following the Grant Date and on the Corresponding Day on each [___] month thereafter, an additional [___]% of the Restricted Share Units shall become vested, until the Restricted Share Units are vested in full on the Corresponding Day in the [___] month following the Grant Date. [Please refer to the website of the Third Party Administrator, UBS Financial Services Inc., which maintains the database for the Plan and provides related services, for the specific Vesting Dates related to the Restricted Share Units (click on the specific grant under the tab labeled “Grants/Award/Units”).] On each Vesting Date, and upon the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a given date if his or her Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Grant Date and prior to such Vesting Date (the vesting or forfeiture of such Restricted Share Units to be governed instead by Section 6). In addition, in the event the Grantee is suspended (with or provision of services to without compensation) or is otherwise not in good standing with the Company or a subsidiary or affiliate through any Subsidiary as determined by the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the EmployeeCompany’s status from employee Chief Legal Officer due to non-employee member of the Board of Directors an alleged violation of the Company’s Code of Business Conduct, consultant applicable law or contractor who continues other misconduct (a “Suspension Event”), the Company has the right to provide services suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the Chief Legal Officer or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Recovery Date, the Grantee dies, is disabled or is terminated without cause, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) or is terminated for cause prior to the Recovery Date then the unvested PRSUs Restricted Share Units will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and terminated without any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the further vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of after the date of the Change in Control)Suspension Event, and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined unless otherwise agreed by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelledCompany.

Vesting. The PRSUs RSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 [Vest Date] (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8). For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of Upon the Vesting Date, the unvested PRSUs RSUs will be forfeitedimmediately settled in shares of Common Stock and will be immediately transferable thereafter. Upon In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of an event constituting any of the following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by Control under which the successor company (or its parent company) and corporation does not assume the Awards that remain outstanding, and thereafter outstanding under the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under violation of, Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and which replacement shall be paid subject to the extent provided in Section 8 in the event Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee’s termination of employment or services by the Company for reasons other than Cause within twenty-four (24) calendar months following such the month in which a Change in Control and prior to of the Company occurs. All RSUs will be forfeited upon termination of the Employee’s employment with the Employer before the Vesting Date. Upon payment pursuant to Date for a reason other than death, Disability or retirement from the terms Company upon or after attaining age 62 and 5 Years of the Plan, such awards shall be cancelledService.

Vesting. The PRSUs will be subject (a) Subject to performance-based vesting conditions (the “Performance Conditions”provisions of Section 1(a) which are set forth on Exhibit A. The PRSUs and 3(d) of this Agreement, the RSUs granted under this Agreement shall vest [ratably over a three-year period, with one-third (1/3) of the RSUs vesting on December 31each of the first three anniversaries from the Vesting Start Date (each, 2027 or such earlier date as may be provided in Section 8 (the a “Vesting Date”) and the number of PRSUs eligible to vest shall be based / in full on the satisfaction [third (3rd) anniversary] / [fifth (5th) anniversary] of the Performance Conditions as set forth on Exhibit A and subject Vesting Start Date](the “Vesting Date”)], provided that Grantee remains employed by, or otherwise continues to the Employee’s continued employment with or provision of services to provide Services to, the Company or a subsidiary or affiliate Subsidiary from the Grant Date through the applicable Vesting Date. For purposes of this Agreement, the “Vesting Start Date” shall mean . If the percentage of the aggregate number of RSUs scheduled to vest on a Vesting Date or as otherwise provided in Section 8. For is not a whole number of shares, then the number vesting on such Vesting Date shall be rounded down to the nearest whole number of shares for each Vesting Date, except that the amount vesting on the final Vesting Date shall be such that 100% (and for the avoidance of doubt, the change no more than 100%) of the Employee’s status from employee to non-employee member aggregate number of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not RSUs shall be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not cumulatively vested as of the final Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of Except as provided by this Agreement or the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as otherwise determined by the Committee; provided that , none of the PRSUs, and any dividend equivalents with respect thereto, shall vest and RSUs shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and vested prior to the Vesting Date. Upon payment Any unvested RSUs shall be forfeited if: (i) such vesting has not been accelerated or waived pursuant to the terms of this Agreement or the Plan, such awards shall and (ii) Grantee ceases to be cancelledemployed by, or provide Services to, the Company or a Subsidiary prior to the applicable Vesting Date.

Vesting. The PRSUs RSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 [Vest Date] (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8). For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of Upon the Vesting Date, the unvested PRSUs RSUs will be forfeitedimmediately settled in shares of Common Stock and will be immediately transferable thereafter. Upon In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of an event constituting any of the following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by Control under which the successor company (or its parent company) and corporation does not assume the Awards that remain outstanding, and thereafter outstanding under the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under violation of, Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and which replacement shall be paid subject to the extent provided in Section 8 in the event Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee’s termination of employment or services by the Company for reasons other than Cause within twenty-four (24) calendar months following such the month in which a Change in Control and prior to of the Company occurs. All RSUs will be forfeited upon termination of the Employee’s employment with the Employer before the Vesting Date. Upon payment pursuant to Date for a reason other than death, Disability or retirement from the terms Company upon or after attaining age 62 and 10 Years of the Plan, such awards shall be cancelledService.

Vesting. The PRSUs will Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be subject referred to performance-based vesting conditions (the herein as a “Performance ConditionsTranche”) which are set forth on Exhibit A. The PRSUs unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall vest on December 31immediately become vested and exercisable if: (i) the Participant’s employment (or consulting, 2027 director or such earlier date as may be provided advisory services) terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates without Cause or for Good Reason (including for purposes of this Section 4(a), a termination without Cause by the Company of consulting, director or advisory services). Further, provided, that to the extent then unvested, in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction event of the Performance Conditions as set forth Participant’s Retirement where such Retirement is (A) on Exhibit A and subject or after the first anniversary of the Date of Grant, or (B) prior to the Employee’s continued employment with or provision first anniversary of the Date of Grant but following such Retirement the Participant continues to render services to the Company or one of its Subsidiaries as a subsidiary consultant, director or affiliate other advisor through the Vesting first anniversary of the Date or as of Grant, Options not previously vested shall immediately become vested upon such occurrence but shall only become exercisable on the date each Tranche would have otherwise provided become vested under the schedule described above in this Section 84(a). For If the avoidance Participant’s Retirement occurs prior to the first anniversary of doubtthe Date of Grant and following such Retirement, the change of the Employee’s status from employee Participant does not continue to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide render services to the Company or one of its Subsidiaries as a subsidiary consultant, director or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to other advisor through the extent all or a portion first anniversary of the PRSUs have not Date of Grant, the Options shall become immediately vested on a pro-rata basis based on the number of calendar days the Participant has been employed (or rendered services as a consultant, director or other advisor) by the Company during the period beginning on the Date of Grant and ending on the first anniversary of the Vesting Date, Date of Grant (with the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 remainder of the Plan, Options forfeited) but the PRSUs outstanding vested Options shall only become exercisable on the date each Tranche would have otherwise become vested under the schedule described above in this Section 4(a); provided, however, that only one-third of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed the total Options that became vested by reason of the successor company (or its parent company) and remain outstanding, and thereafter Retirement of the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject Participant prior to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as first anniversary of the date of Grant shall become exercisable on each such date. Notwithstanding the Change in Control)foregoing sentences, and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger upon a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the EmployeeParticipant’s termination of employment or services following such Change for any reason, the Compensation Committee may, in Control its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the Vesting Datesatisfaction of such requirement. Upon payment pursuant to Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the terms first anniversary of the Plan, such awards shall be cancelledDate of Grant.

Vesting. The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or a. Except as otherwise provided for in Section 8. For the avoidance of doubtthis Section, the change of Award will vest as provided in the Employee’s status Grant Notice. Except as provided in this Section, vesting will cease upon separation from employee to non-employee member of the Board of Directors of the CompanyService and upon such separation from Service, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a any portion of the PRSUs have Award which has not vested as of the Vesting Date, the unvested PRSUs will shall be forfeited. Upon . b. In the occurrence event of an event constituting a Change in Control, notwithstanding anything Control (as defined in the Plan after giving effect to the contrary final sentence of Section 2(f) of the Plan), the vesting of outstanding PSUs shall be affected as follows: i. In the event that the Award is not assumed in accordance with Section 8 12(b)(i) of the Plan, all of the PRSUs outstanding on the date of such Change in Control, PSUs and any dividend equivalents with respect theretoaccrued thereon, which would have vested if Participant had provided continuous Service until the last day of the final Performance Period, regardless of achievement of the Performance Goals, shall be assumed deemed fully vested, and Shares in settlement of such vested PSUs subject to this Agreement shall be delivered and cash shall be paid for the dividend equivalents accrued thereon as soon as administratively practical, but in all events by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of date that is 60 days after the date of the Change in Control), and in such instance such PRSUs shall be paid in cash . ii. In the event that the Award is assumed in accordance with the terms Section 12(b)(i) of the Plan at Plan, all of the earliest time PSUs and dividend equivalents accrued thereon shall be deemed to be “Earned PSUs” and shall be subject to an additional service-based vesting requirement with the number of Earned PSUs continuing to vest on the last day of each Performance Period (for purposes of this subsection (ii), a Vesting Date) in the proportions set forth in the Plan that will not trigger a tax or penalty under Section 409A of Grant Notice on the Codeschedule set forth therein, as determined by the Committee; provided that the PRSUsParticipant continues to provide Service through each such Vesting Date, and Shares shall be delivered in settlement of all of the PSUs subject to this Agreement and cash shall be paid for the dividend equivalents accrued thereon as soon as administratively practical, but in all events by the date that is 60 days after each Vesting Date. Except as provided in subsection 2(b)(iii), vesting will cease upon the Participant’s separation from Service prior to any remaining Vesting Dates and upon such event, the unvested portion of the Award, including any dividend equivalents with respect theretoaccrued thereon, shall vest and shall be paid to the extent provided in Section 8 in forfeited. In the event of the EmployeeParticipant’s termination death or Disability following a Change in Control, all of employment the PSUs and dividend equivalents accrued thereon shall be fully vested upon the date of death or services Disability, and Shares shall be delivered in settlement of such vested PSUs and cash shall be paid for the dividend equivalents accrued thereon as soon as administratively practical, but in all events by the date that is 60 days after the date of the death or Disability. iii. In the event that the Award is assumed in accordance with Section 12(b)(i) of the Plan and within 12 months following such the date of the Change in Control and prior to the Vesting Date. Upon payment pursuant to Participant’s Service is terminated without Cause (as defined in the terms Employment Agreement) by the Company or an Affiliate or the Participant separates from Service for Good Reason (as defined in the Employment Agreement) (a “CIC Termination”), all of the PlanPSUs will vest on the date of the Participant’s separation from Service, and Shares in settlement of such awards vested PSUs shall be cancelleddelivered and cash shall be paid for the dividend equivalents accrued thereon as soon as administratively practical, but in all events by the date that is 60 days after the date of the CIC Termination. c. In the event the Participant dies following a separation from Service, Shares shall be delivered in settlement of any vested PSUs and cash shall be paid for any vested dividend equivalents as soon as administratively practical, but in all events by the last day of the year following the date of the Participant’s death.

Vesting. The PRSUs RSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as ” set forth on Exhibit A and in this Award Agreement subject to the Employee’s your continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For Service (including, for the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, service as a consultant or contractor who continues to provide services to advisor) with the Company or a subsidiary one of its Subsidiaries or affiliate will not be considered a termination for purposes of this Agreement. NotwithstandingAffiliates, to the extent all or a portion of the PRSUs have not vested except as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time otherwise set forth in the Plan that or this Award Agreement (including, without limitation, the section below titled “Termination”), and subject to forfeiture as set forth in the section below titled “Forfeiture of Unvested RSUs upon the Transfer of Related Shares.” Prior to the vesting and settlement of the RSUs, you will not trigger have any rights of a tax shareholder with respect to the RSUs or penalty the Shares subject thereto. Shares due to you upon vesting and settlement of the RSUs will be delivered in accordance with the provisions of the section below titled “Settlement of Vested RSUs.” However, no Shares will be delivered pursuant to the vesting of the RSUs prior to the fulfillment of all of the following conditions: (i) you have complied with your obligations under this Award Agreement and the Plan, (ii) the vesting of the RSUs and the delivery of such Shares complies with applicable law, (iii) full payment (or satisfactory provision therefor) of any Tax-Related Items (as defined below), (iv) the admission of the Shares to listing on all stock exchanges on which the Shares are then listed, (v) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission (the “Commission”) or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, or if the offering of the Shares is not so registered, a determination by the Company that the issuance of the Shares would be exempt from any such registration or qualification requirements, (vi) the obtaining of any approval or other clearance from any state, federal or foreign governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (vii) the lapse of any such reasonable period of time following the date the RSUs become payable as the Committee may from time to time establish for reasons of administrative convenience, subject to compliance with Section 409A of the Code, . Until such time as determined the Shares are delivered to you (as evidenced by the Committee; provided that appropriate entry on the PRSUsbooks of the Company or of a duly authorized transfer agent of the Company), and you will have no right to vote or receive dividends or any dividend equivalents other rights as a shareholder with respect theretoto such Shares, shall vest and shall be paid to notwithstanding the extent provided in Section 8 in the event vesting of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelledRSUs.

Vesting. The PRSUs will Subject to Sections 4 and 6 below, and pursuant to the terms of this Agreement and the Plan (and as summarized on Exhibit A attached hereto), the Restricted Stock Units shall be eligible to vest and no longer be subject to performance-based vesting conditions (Restrictions as of the “Vesting Date to the extent that the MSCI Index Relative Performance Conditions”) which are goals set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date A attached hereto are satisfied for the Performance Period (as may be provided modified for Absolute Total Shareholder Return as set forth on Exhibit A) (each such term as defined below or on Exhibit A), subject to the || Awardee being an employee of the Company or an Affiliate thereof through the Vesting Date. As soon as reasonably practicable following the end of the Performance Period (but in Section 8 no event later than sixty (60) days after the end of the Performance Period), the Committee shall determine (such date of determination by the Committee, the “Vesting Date”) the Company TSR Percentage, the MSCI Index TSR Percentage, the MSCI Index Relative Performance, the Vesting Percentage, the Absolute Total Shareholder Return and the number of PRSUs eligible Restricted Stock Units subject hereto that have become vested and no longer subject to vest Restrictions as of the Vesting Date (with any fractional Restricted Stock Unit rounded as determined by the Company). Any Restricted Stock Units subject hereto that have not become vested and no longer subject to Restrictions as of the Vesting Date for any reason shall immediately be based on forfeited as of such date without consideration therefor, and the satisfaction Awardee shall have no further right or interest in or with respect to such Restricted Stock Units. Notwithstanding the foregoing, in the event that a Change of Control occurs prior to the end of the Performance Conditions Period and the Awardee remains in continued employment with the Company or an Affiliate thereof until at least immediately prior to the Change of Control, a number of Restricted Stock Units equal to the product of (x) the number of then-outstanding Restricted Stock Units multiplied by (y) the Vesting Percentage calculated assuming that the MSCI Index Relative Performance for the Performance Period is attained at Target Level (as set forth on Exhibit A A) (with any fractional Restricted Stock Unit rounded as determined by the Company) shall automatically become fully vested and no longer subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested Restrictions as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in of Control. For purposes of this Agreement, and any dividend equivalents with respect thereto, the following terms shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as their respective meanings set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.below:

Vesting. The Subject to the Participant’s continued Employment except as specifically provided herein or in the Plan, the PRSUs granted hereunder will be subject to performance-based vesting conditions vest on January 1, 2022 (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31earliest of such date, 2027 or such earlier date as may be provided in Section 8 (the Participant’s Retirement and the occurrence of a Change of Control, the “Vesting Date”) and ). If the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the EmployeeParticipant’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of Employment terminates before the Vesting Date, no amounts will be payable hereunder unless the unvested Participant’s Employment is terminated by the Company without Cause within 180 days before the Vesting Date, or on account of his or her death or Disability, in which case the Participant or the Participant’s estate will be entitled to retain a pro rated number of PRSUs, which shall remain eligible for payment in accordance with Section 5 below (including application of any Performance Modifier). For purposes of the foregoing, the pro rated number of PRSUs the Participant or the Participant’s estate shall be entitled to retain shall be calculated by multiplying the total number of PRSUs awarded hereunder by a fraction, the numerator of which is the number of days worked since the beginning of 2019 and the denominator of which is the total number of days in the Vesting Period (i.e., the number of days between January 1, 2019 and January 1, 2022). Notwithstanding the foregoing, all outstanding PRSUs will be forfeited. Upon fully vest upon the occurrence of an event constituting Participant’s Retirement or a Change of Control and will continue to be paid out in accordance with Section 5 below (including application of any Performance Modifier); provided, however, that if such Change of Control is a Qualified Change of Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code5, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and payments made pursuant to Section 5 shall be paid made at the time(s) and in the same form of consideration as the consideration delivered to the extent provided Company’s Members in Section 8 in the event of the Employee’s termination of employment or services following connection with such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelledtransaction.

Vesting. The PRSUs will be subject (a) Subject to performance-based the Participant’s continued employment or service through the applicable vesting conditions (date, the “Performance Conditions”Option shall vest and become exercisable at the time(s) which are set forth on Exhibit A. The PRSUs shall vest on December 31the signature page hereto; provided, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number however, that vesting of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, Shares subject to the Employee’s continued employment with or provision of services Option may be accelerated pursuant to Sections 3(c) and (d). The Administrator shall have authority to determine if and to the extent that the Option shall have become vested in whole or in part. (b) If the Participant’s employment or service with the Company is terminated prior to the applicable vesting date for any reason other than a Qualifying Termination, Retirement or a subsidiary or an affiliate through termination for Cause, the Vesting Date (vested portion, if any, of the Option shall remain exercisable for the period set forth in Section 4(a), and the Performance Conditions unvested portion of the Option shall each be deemed immediately terminate. If the Participant’s employment or service with the Company is terminated due to have been achieved at Retirement, the “Target” level as vested portion, if any, of the Option shall remain exercisable for the period set forth on Exhibit A in Section 4(a), and the unvested portion shall continue to vest as if the Participant remained employed or in service. If the Participant’s employment or service with the Company is terminated for Cause, both the vested and unvested portions of the Option shall immediately terminate. (c) Notwithstanding Sections 3(a) and (b) herein, if the Participant’s employment or service with the Company is terminated prior to the applicable vesting date due to a Qualifying Termination, then a pro-rata portion of the unvested Shares subject to the Option, determined as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash Qualifying Termination in accordance with the terms provisions of this Section 3(c), shall be deemed vested and exercisable. The pro-rata portion of the Plan at unvested Shares that shall be deemed vested and exercisable shall be determined by multiplying the earliest time set forth total number of the unvested Shares subject to vesting on the applicable vesting date by a fraction, the numerator of which is the number of calendar days from the Date of Grant through the date of the Qualifying Termination, and the denominator of which is the total number of calendar days in the Plan that will not trigger a tax or penalty under Section 409A period commencing on the Date of Grant and ending on the applicable vesting date. The remaining unvested Shares subject to the Option shall be forfeited as of the Codedate of the Qualifying Termination. Following a Qualifying Termination, the use of the term “Shares subject to the Option” shall only include the vested portion of the Shares as determined pursuant to the provisions of this Section 3. (d) Notwithstanding the foregoing, in the event of a Change of Control prior to the applicable vesting date, the following shall apply: (i) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for the Option (or in which the Company is the ultimate parent corporation and does not continue the Option) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Committee; provided Administrator) as Options outstanding under the Plan immediately prior to the Change of Control event, the Option shall become fully vested and exercisable. (ii) Further, in the event that the PRSUsOption is substituted, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent assumed or continued as provided in Section 8 3(d)(i) herein, the Option will nonetheless become vested and exercisable if the Participant’s employment or service is terminated by the Company and its Affiliates without Cause or by the Participant with Good Reason within six months before (in which case vesting shall not occur until the event effective date of the EmployeeChange of Control) or one year (or such other period after a Change of Control as may be stated in a Participant’s termination employment, change in control, consulting or other similar agreement, if applicable) after the effective date of employment or services following such a Change of Control (in Control and prior to the Vesting Date. Upon payment pursuant to the terms which case vesting shall occur as of the Plan, such awards shall be cancelledParticipant’s Termination Date).

Vesting. The PRSUs will Subject to Sections 4 and 6 below, and pursuant to the terms of this Agreement and the Plan (and as summarized on Exhibit A attached hereto), the Restricted Stock Units shall be eligible to vest and no longer be subject to performance-based vesting conditions (Restrictions as of the “Vesting Date to the extent that the MSCI Index Relative Performance Conditions”) which are goals set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date A attached hereto are satisfied for the Performance Period (as may be provided modified for Absolute Total Shareholder Return as set forth on Exhibit A) (each such term as defined below or on Exhibit A), subject to the Awardee being an employee of the Company or an Affiliate thereof through the Vesting Date. As soon as reasonably practicable following the end of the Performance Period (but in Section 8 no event later than thirty (30) days after the end of the Performance Period), the Committee shall determine (such date of determination by the Committee, the “Vesting Date”) the Company TSR Percentage, the MSCI Index TSR Percentage, the MSCI Index Relative Performance, the Vesting Percentage, the Absolute Total Shareholder Return and the number of PRSUs eligible Restricted Stock Units subject hereto that have become vested and no longer subject to vest Restrictions as of the Vesting Date (with any fractional Restricted Stock Unit rounded as determined by the Company). Any Restricted Stock Units subject hereto that have not become vested and no longer subject to Restrictions as of the Vesting Date for any reason shall immediately be based on forfeited as of such date without consideration therefor, and the satisfaction Awardee shall have no further right or interest in or with respect to such Restricted Stock Units. Notwithstanding the foregoing, in the event that a Change of Control occurs prior to the end of the Performance Conditions Period and the Awardee remains in continued employment with the Company or an Affiliate thereof until at least immediately prior to the Change of Control, a number of Restricted Stock Units equal to the product of (x) the number of then-outstanding Restricted Stock Units multiplied by (y) the Vesting Percentage calculated assuming that the MSCI Index Relative Performance for the Performance Period is attained at Target Level (as set forth on Exhibit A A) (with any fractional Restricted Stock Unit rounded as determined by the Company) shall automatically become fully vested and no longer subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested Restrictions as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in of Control. For purposes of this Agreement, and any dividend equivalents with respect thereto, the following terms shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as their respective meanings set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.below:

Vesting. The PRSUs will be Subject to the accelerated vesting provisions provided below, earned Performance Based Restricted Stock Units subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs Award shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction last day of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to Vesting Period, if Employee remains employed by the Company or a subsidiary or affiliate its Subsidiaries through the Vesting Date or as otherwise provided in Section 8such date. For the avoidance of doubt, if the change Company fails to achieve at least the Earnings Per Share Threshold, an Employee shall be entitled to receive no shares of Stock with respect to seventy-five percent (75%) of the Performance Based Restricted Stock Units subject to the Award (as described in Section 2), unless the deemed Cumulative Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. Likewise, if the Company fails to achieve at least the Return on Invested Capital Threshold, an Employee shall be entitled to receive no shares of Stock with respect to twenty-five percent (25%) of the Performance Based Restricted Stock Units subject to the Award (as described in Section 2), unless the deemed Average Return on Invested Capital provisions in this Section specifically modify such result. If, during the Performance Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s status employment during the Performance Period divided by twelve), based on Cumulative Earnings Per Share from employee to non-employee member of Continuing Operations and Average Return on Invested Capital during the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting DatePerformance Period; or B. A Change in Control occurs, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, Performance Based Restricted Stock Units subject to the Employee’s continued employment with or provision Award shall be vested, pro rata (based on the number of services to the Company or a subsidiary or an affiliate through the Vesting Date (full and partial months during the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of Period before the date of the Change in Control, divided by twelve), and in such instance such PRSUs the Cumulative Earnings Per Share from Continuing Operations shall be paid in cash in accordance with the terms deemed to be one hundred percent (100%) of the Plan at Earnings Per Share Target and the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A Average Return on Invested Capital shall be deemed to be one hundred percent (100%) of the CodeReturn on Invested Capital Target, as determined regardless of actual performance. If, after the Performance Period but during the Vesting Period, while employed by the Committee; provided that Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, earned Performance Based Restricted Stock Units subject to the PRSUs, and any dividend equivalents with respect thereto, shall vest and Award shall be paid immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in Control occurs, earned Performance Based Restricted Stock Units subject to the extent Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period. Except as provided in Section 8 4.1 below, in the event of the Employee’s termination of employment or services following such Change in Control of Employee with the Company and prior to its Subsidiaries for any other reason before the end of the Vesting DatePeriod, all Performance Based Restricted Stock Units that are not vested at the time of such termination of employment (after first taking into account the accelerated vesting provisions of this Section 4) shall be forfeited. Upon payment In the event of termination of employment (whether or not in breach of local labor laws), the Company shall have the exclusive discretion to determine the date of termination of employment for purposes of this Award. Such termination date shall be the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to the terms of the Plan, such awards shall be cancelledlocal law).

Vesting. The PRSUs will be subject Subject to performance-based vesting the terms and conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) of this Agreement and the number of PRSUs eligible Plan and unless otherwise forfeited pursuant to vest section 3, the PSUs shall be based on vest, and the satisfaction of the Performance Conditions as set forth on Exhibit A and subject Restricted Period with respect to the Employee’s continued employment with or provision of services to PSUs shall terminate, immediately following the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as last day of the Vesting DatePeriod; provided, however, that the unvested PRSUs will be forfeited. Upon PSUs shall vest during the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding Vesting Period on the date of such Change in Controldate, and any dividend equivalents with respect thereto, shall be assumed by (a) immediately preceding the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the effective date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, Recipient’s Retirement as determined by the Committee; Committee in relation to the PSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that that, if the PRSUsRecipient retires after reaching age 56, for each year after age 55, the Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B) For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the Vested Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the Vested Shares.), (b) immediately preceding the Recipient’s death or the effective date of the Recipient’s Disability, and (c) the effective date of the termination of the Recipient’s employment or engagement with the Company or any dividend equivalents with respect theretoSubsidiary by the Company or Subsidiary (which, shall vest and shall be paid whenever used in this Agreement, includes any such entity’s successor) without Cause, “Cause” means, in addition to the extent any cause for termination as provided in Section 8 in any other applicable written agreement between the event of Company, the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.applicable

Vesting. The PRSUs a. Except as otherwise provided for in this Section, the Award will vest as provided in the Grant Notice. Except as otherwise provided for in this Section, vesting will cease upon separation from Service prior to the Vesting Dates set forth in the Grant Notice and upon such event, any portion of the Award including any dividend equivalents accrued thereon which has not vested shall be forfeited. b. Notwithstanding subsection (a) above, and except as provided in subsections (c) and (d), if, (i) the Company terminates Participant’s Service involuntarily for any reason other than a termination for Cause (as defined in the Employment Agreement), (ii) the Participant resigns for Good Reason (as defined in the Employment Agreement), or (iii) the Participant dies or is determined to be subject to performance-based a Disability while a Service Provider, vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) of outstanding RSUs and the number of PRSUs eligible to vest dividend equivalents accrued thereon shall be based on the satisfaction accelerated such that all of the Performance Conditions as set forth on Exhibit A RSUs and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not dividend equivalents accrued thereon shall be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not deemed vested as of the Vesting Datedate of termination of Service, death or Disability and shares shall be delivered in settlement of all of the RSUs and cash shall be paid for the dividend equivalents as soon as administratively practical, but in all events by the date that is 60 days after the date of the termination of Service, death or Disability. c. Notwithstanding the foregoing, in the event the Participant embezzles or misappropriates Company funds or property at any time, or has been determined by the Company to have failed to comply with the terms and conditions of any of the following agreements which the Participant may have executed in favor of the Company: (i) Confidentiality and Protection of Business Agreement, (ii) Management-Employee Agreement, (iii) Sales-Employee Agreement, (iv) Data Security Agreement, (v) Non-Solicitation / Non-Compete and Confidentiality Agreement and Assignment of Inventions, or (vi) any other agreement containing post-employment restrictions, then to the extent that such Participant was legally required to comply with such an agreement, the unvested PRSUs Participant’s entire Award and dividend equivalents accrued thereon will be automatically forfeited. Upon , whether vested or unvested, and the occurrence Participant will retain no rights with respect to such RSUs and dividend equivalents accrued thereon. d. In the event of an event constituting a Change in Control, notwithstanding anything Control (as defined in the Plan after giving effect to the contrary final sentence of Section 2(f) of the Plan), the vesting of outstanding RSUs shall be accelerated as follows: i. In the event that the Award is not assumed in accordance with Section 8 12(b)(i) of the Plan, all of the PRSUs outstanding on the date of such Change in Control, RSUs and any dividend equivalents with respect thereto, accrued thereon shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A vested as of the date of the Change in Control), and shares in such instance such PRSUs settlement of all of the RSUs subject to this Agreement shall be delivered and cash shall be paid for the dividend equivalents accrued thereon as soon as administratively practical, but in cash all events by the date that is 60 days after the date of the Change in Control. ii. In the event that the Award is assumed in accordance with the terms Section 12(b)(i) of the Plan at and within 12 months following the earliest time set forth date of the Change in Control the Participant’s Service is terminated without Cause (as defined in the Plan that will not trigger Employment Agreement) by the Company or an Affiliate or the Participant separates from Service for Good Reason (as defined in the Employment Agreement) (a tax or penalty under Section 409A “CIC Termination”) all of the Code, RSUs and dividend equivalents accrued thereon shall be deemed vested as determined by of the Committee; provided that date of the PRSUsCIC Termination, and any dividend equivalents with respect thereto, shares shall vest be delivered in settlement of all of the RSUs subject to this Agreement and cash shall be paid to for the extent provided dividend equivalents accrued thereon as soon as administratively practical, but in Section 8 in all events by the date that is 60 days after the date of the CIC Termination. e. In the event the Participant dies following a separation from Service, shares shall be delivered in settlement of any vested RSUs and cash shall be paid for any vested dividend equivalents as soon as administratively practical, but in all events by the last day of the Employee’s termination of employment or services year following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms date of the Plan, such awards shall be cancelledParticipant’s death.

Vesting. 5.1 The PRSUs RSUs with respect to ______________3 Common Shares will be subject to performance-based vesting conditions vest in substantially equal installments of 25% on each of the first four anniversaries of March 15 of the year of grant (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31each such anniversary, 2027 or such earlier date as may be provided in Section 8 (the a “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and ), subject to the Employee’s continued employment with or provision of services Executive continuing to the Company or a subsidiary or affiliate be Employed through the each such Vesting Date or except as otherwise provided in this Section 85.1 (such RSUs, the “Time-Based RSUs”). For the avoidance of doubtclarification purposes, the change Time-Based RSUs granted pursuant to this Agreement shall have vested in full on March 15, 202[2][3][4]. Notwithstanding the foregoing, (i) in the event the Board determines that Executive will no longer serve as the Chief Executive Officer under the terms of the Employee’s status from employee Employment Agreement and, as a result, Executive ceases to nonbe Employed prior to the occurrence of one or more Vesting Dates applicable to the Time-employee member Based RSUs, and (ii) the Board determines in its sole discretion that as of the date Executive ceases to be Employed (A) the Company has hired a new Chief Executive 2 The number of Common Shares underlying each grant will be equal to five million dollars ($5,000,000) divided by the then-current fair market value of a Common Share on the date of grant, as determined by the Board of Directors in good faith. 3 75% of the Companytotal grant. Officer, consultant or contractor who continues to provide services and (B) Executive has provided a transition plan and such assistance to the Company or and such new Chief Executive Officer as the Board in its reasonable, good faith discretion believes is necessary and appropriate to ensure a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion smooth transition of the PRSUs have role (a “Qualifying Resignation”), the Time-Based RSUs for which a Vesting Date has not otherwise occurred will become vested as of the date Executive ceases to be Employed (such date, with respect to such RSUs, also a “Vesting Date”); provided, that with respect to any Time-Based RSUs granted within the unvested PRSUs twelve (12) months immediately prior to the date Executive ceases to be Employed, only a pro rata portion of such Time-Based RSUs will be forfeitedbecome vested in accordance with this Section 5.1, which portion is equal to the number of months in which Executive was employed during the four (4) year vesting period applicable to such Time-Based RSUs divided by forty-eight (48). Upon Following the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company Control or a subsidiary or an affiliate through Liquidity Event, in either case in the Vesting Date (and event the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A Majority Stockholder as of the date of December 19, 2017 ceases to hold or have the Change in Control)right to appoint or elect a majority of the seats on the Board, and in such instance such PRSUs shall be paid in cash for purposes of making the determination under prong (ii) as to whether a Qualifying Resignation has occurred in accordance with the terms above, without otherwise limiting the foregoing, following Executive’s notice to the Board of his desire to step down from the role of Chief Executive Officer, Executive shall propose such candidates for the role as Executive deems appropriate and the Board shall take (or have taken) all commercially reasonable efforts to accommodate Executive’s request to step down from the role of Chief Executive Officer within a reasonable period of time following notice thereof, and shall consider (or have considered) any reasonable candidate(s) for the role of Chief Executive Officer in good faith (it being understood that the decision to and whom to appoint as a new Chief Executive Officer shall continue to be made by the Board in its sole discretion). 5.2 The RSUs with respect to ______________4 Common Shares will vest only upon the occurrence of a Liquidity Event, as defined below, in which the Majority Stockholder achieves a Net MoM of 2.0, subject to Executive continuing to be Employed through such Liquidity Event (such occurrence, also a “Vesting Date”). 5.3 Any portion of the Plan at the earliest time set forth RSUs that does not vest in the Plan that will not trigger a tax or penalty under accordance with this Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and 5 shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelledautomatically forfeited by Executive.

Vesting. The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or a. Except as otherwise provided in Section 8. For the avoidance of doubtherein, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, Grantee shall be eligible to vest on the Vesting Date, subject to fifth anniversary of the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Grant Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth Final Performance Date”) in a number of Share Units, if any, based on Exhibit A as the achievement of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time performance criteria set forth in Appendix A (the Plan that will not trigger a tax or penalty under Section 409A of the Code“Performance Criteria”), as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event Grantee has not experienced a Termination of the Employee’s termination of employment or services following such Change in Control and Affiliation prior to the Vesting Final Performance Date. Upon payment Any portion of the DIP PSU Award that does not vest pursuant to the terms of the Plan, such awards DIP PSU Award Agreement because the applicable Performance Criteria have not been satisfied as of the Final Performance Date shall be cancelledterminated, cancelled and forfeited on the Final Performance Date. b. Notwithstanding the foregoing, except as set forth in Section 2(c), upon the occurrence of a Change in Control, (i) the Performance Criteria shall be measured as of the date of such Change in Control and the greater of (A) the portion of the DIP PSU Award that has satisfied the Performance Criteria and (B) the Target Number of Share Units Granted shall remain outstanding and, except as set forth in Section 3(c), shall vest on the Final Performance Date if the Grantee has not experienced a Termination of Affiliation prior to such date and (ii) any portion of the DIP PSU Award that does not vest as described in the foregoing clause (i) as of the date of such Change in Control shall be immediately terminated, cancelled and forfeited. c. Sections 2(b)(i) and 3(c) shall not apply and instead the DIP PSU Award shall be immediately terminated, cancelled and forfeited upon a Change in Control occurring within 12 months following the Grant Date if (1) the DIP PSU Award is assumed or replaced with an award of substantially the same value and, other than with respect to performance metrics, terms (in each case, as determined in the discretion of the Board prior to the Change in Control) and (2) the Grantee is offered the role of Chief Executive Officer of the Company (or at the ultimate top level operating company following the Change in Control if the Company isn’t the top-level operating company) on terms that would not give the Grantee Good Reason to terminate employment provided, however, for purposes of this Section 2(c), Good Reason shall not include a material reduction of the Executive’s duties, authority or responsibilities occurring by reason of the Company no longer being a publicly-traded company and Grantee therefore no longer being the Chief Executive Officer of a publicly-traded company.

Vesting. The PRSUs will be Stock Units awarded hereunder that have vested and are no longer subject to performance-based vesting conditions forfeiture are referred to herein as “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” (a) Participant’s Stock Units and rights in and to the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and Common Stock subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will Stock Units shall not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Grant Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control forfeitable unless and prior to the Vesting Date. Upon payment until otherwise vested pursuant to the terms of this Agreement. Subject to Participant’s continuous service (i) as an employee with the PlanCompany and/or one of its Subsidiaries and/or (ii) as a member of the Board, the Award shall become vested in accordance with the following schedule: (i) 50% of the Award shall vest on the first anniversary of the Grant Date and (ii) 50% of the Award shall vest on the second anniversary of the Grant Date (each such awards date, a “Vesting Date” and such two year period, the “Vesting Period”). (b) If Participant is terminated as Chief Executive Officer or as a member of the Board without Cause, the Award shall become immediately vested, contingent upon Participant executing a general release of claims in favor of the Company and such release becoming effective and irrevocable in accordance with its terms. (c) If Participant voluntarily resigns as Chief Executive Officer without a new non-interim Chief Executive Officer having been appointed by the Board, the Award, to the extent unvested, will be cancelledforfeited. (d) If a new non-interim Chief Executive Officer has been appointed by the Board and Participant remains a member of the Board, the Award shall remain outstanding and eligible to vest in accordance with Section 2(a) subject to Participant’s continuous service as a member of the Board through each Vesting Date. (e) If a new non-interim Chief Executive Officer has been appointed by the Board and Participant voluntarily ceases to serve as a member of the Board, then the entire Award, to the extent then unvested, will be forfeited. (f) Section 15 of the Plan shall govern the treatment of the Award upon a Change in Control. (g) For purposes of this Agreement, the term “Cause” shall have the meaning ascribed to such term in any written employment agreement between Participant and the Company or one or more of its Subsidiaries, as the same may be amended or modified from time to time, or if Participant is not party to any such written employment agreement, then the term “Cause” shall mean the occurrence of any of the following acts or circumstances: (i) conviction of a felony, a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the Company or any of its Subsidiaries; (ii) willful misconduct, willful or gross neglect, fraud, misappropriation or embezzlement; (iii) performance of Participant’s duties in a manner that is detrimental to the Company or any of its Subsidiaries, including, but not limited to that which results in, the severe deterioration of the financial performance of the Company or any of its Subsidiaries; (iv) failure to adhere to the reasonable/lawful directions of the Chief Executive Officer of the Company or the Board, to adhere to the Company’s or any Subsidiary’s policies or practices or to devote substantially all of Participant’s business time and efforts to the business of the Company; (v) breach of any provision of any agreement, including an employment agreement, between Participant and the Company or any of its Subsidiaries, which covers confidentiality or proprietary information or contains nonsolicitation or non-competition provisions; or (vi) breach in any material respect of the terms and provisions of Participant’s employment agreement, if any, or any agreement between Participant and the Company or any of its Subsidiaries.

Vesting. (a) The PRSUs will be PSUs are subject to performance-based vesting conditions (forfeiture until they vest. Except as otherwise provided herein, the “PSUs will vest and become nonforfeitable on the date the Committee certifies the achievement of the Performance Conditions”) which are Goals in accordance with paragraph 3(b), subject to the achievement of the minimum threshold Performance Goals for payout set forth in Exhibit A attached hereto. The number of PSUs that vest and become payable under this Agreement shall be determined by the Committee based on the level of achievement of the Performance Goals set forth in Exhibit A. The PRSUs A. (b) Except as otherwise expressly provided in this paragraph 4, if the Grantee’s Termination of Service occurs for any reason prior to the end of the Performance Period, the Grantee shall forfeit all PSUs granted with respect to the Performance Period and neither the Company nor any Related Corporation shall have any further obligations to the Grantee under this Agreement. (c) If the Grantee’s Termination of Service occurs as a result of the Grantee’s death or disability prior to the end of the Performance Period, the Grantee will vest on December 31such date in a pro rata portion of the Target Award calculated by multiplying the Target Award by a fraction, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and numerator of which equals the number of PRSUs eligible to vest shall be based on days that the satisfaction Grantee was employed during the Performance Period and the denominator of which equals the total number of days in the Performance Period. (d) If the Grantee’s Termination of Service occurs by reason of the Performance Conditions as set forth on Exhibit A and subject to the EmployeeGrantee’s continued employment with or provision of services to termination by the Company or a subsidiary or affiliate through Related Corporation without Cause (or, if the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubtGrantee’s employment agreement so provides, the change voluntary termination by the Grantee for Good Reason) prior to the end of the Employee’s status from employee to non-employee member Performance Period, 100% of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested unvested PSUs shall vest as of the Vesting Date, date of Termination of Service in the unvested PRSUs will be forfeited. amount of the Target Award. (e) Upon the occurrence of an event constituting a Change in ControlControl during the Performance Period, notwithstanding anything to if the contrary Committee makes a good faith determination that an Alternative Award (as defined in Section 8 14 of the Plan) has not been granted by the acquirer, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, Performance Period shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (end and the Performance Conditions Grantee shall each be deemed to have been achieved at earned an award equal to the “Target” greater of: (i) 100% of the unvested PSUs in the amount of the Target Award and (ii) the number of PSUs earned by the Grantee based on the actual level as set forth on of achievement of the Performance Goals in accordance with Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such . (f) Upon a Change in Control and prior during the Performance Period, if the Committee makes a good faith determination that an Alternative Award has been granted by the acquirer, the Alternative Award shall continue to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelledvest in accordance with this paragraph 4.

Vesting. 5.1 The PRSUs RSUs with respect to 3 Common Shares will be subject to performance-based vesting conditions vest in substantially equal installments of 25% on each of the first four anniversaries of March 15 of the year of grant (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31each such anniversary, 2027 or such earlier date as may be provided in Section 8 (the a “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and ), subject to the Employee’s continued employment with or provision of services Executive continuing to the Company or a subsidiary or affiliate be Employed through the each such Vesting Date or except as otherwise provided in this Section 85.1 (such RSUs, the “Time-Based RSUs”). For the avoidance of doubtclarification purposes, the change Time-Based RSUs granted pursuant to this Agreement shall have vested in full on March 15, 202[3][4]. Notwithstanding the foregoing, (i) in the event the Board determines that Executive will no longer serve as the Chief Executive Officer under the terms of the Employee’s status from employee Employment Agreement and, as a result, Executive ceases to nonbe Employed prior to the occurrence of one or more Vesting Dates applicable to the Time-employee member Based RSUs, and (ii) the Board determines in its sole discretion that as of the date Executive ceases to be Employed (A) the Company has hired a new Chief Executive 2 The number of Common Shares underlying each grant will be equal to five million dollars ($5,000,000) divided by the then-current fair market value of a Common Share on the date of grant, as determined by the Board of Directors in good faith. 3 75% of the Companytotal grant. Officer, consultant or contractor who continues to provide services and (B) Executive has provided a transition plan and such assistance to the Company or and such new Chief Executive Officer as the Board in its reasonable, good faith discretion believes is necessary and appropriate to ensure a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion smooth transition of the PRSUs have role (a “Qualifying Resignation”), the Time-Based RSUs for which a Vesting Date has not otherwise occurred will become vested as of the date Executive ceases to be Employed (such date, with respect to such RSUs, also a “Vesting Date”); provided, that with respect to any Time-Based RSUs granted within the unvested PRSUs twelve (12) months immediately prior to the date Executive ceases to be Employed, only a pro rata portion of such Time-Based RSUs will be forfeitedbecome vested in accordance with this Section 5.1, which portion is equal to the number of months in which Executive was employed during the four (4) year vesting period applicable to such Time-Based RSUs divided by forty-eight (48). Upon Following the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company Control or a subsidiary or an affiliate through Liquidity Event, in either case in the Vesting Date (and event the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A Majority Stockholder as of the date of December 19, 2017 ceases to hold or have the Change in Control)right to appoint or elect a majority of the seats on the Board, and in such instance such PRSUs shall be paid in cash for purposes of making the determination under prong (ii) as to whether a Qualifying Resignation has occurred in accordance with the terms above, without otherwise limiting the foregoing, following Executive’s notice to the Board of his desire to step down from the role of Chief Executive Officer, Executive shall propose such candidates for the role as Executive deems appropriate and the Board shall take (or have taken) all commercially reasonable efforts to accommodate Executive’s request to step down from the role of Chief Executive Officer within a reasonable period of time following notice thereof, and shall consider (or have considered) any reasonable candidate(s) for the role of Chief Executive Officer in good faith (it being understood that the decision to and whom to appoint as a new Chief Executive Officer shall continue to be made by the Board in its sole discretion). 5.2 The RSUs with respect to 4 Common Shares will vest only upon the occurrence of a Liquidity Event, as defined below, in which the Majority Stockholder achieves a Net MoM of 2.0, subject to Executive continuing to be Employed through such Liquidity Event (such occurrence, also a “Vesting Date”). 5.3 Any portion of the Plan at the earliest time set forth RSUs that does not vest in the Plan that will not trigger a tax or penalty under accordance with this Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and 5 shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelledautomatically forfeited by Executive.

Vesting. The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or a. Except as otherwise provided for in Section 8. For the avoidance of doubtthis Section, the change Award will vest as provided in the Grant Notice. Except as otherwise provided for in this Section, vesting will cease upon separation from Service prior to the Vesting Dates set forth in the Grant Notice and upon such event, any portion of the EmployeeAward including any dividend equivalents accrued thereon which has not vested shall be forfeited. b. Notwithstanding subsection (a) above, and except as provided in subsections (c)-(e), if, the Company terminates Participant’s status Service involuntarily for any reason other than a termination for Cause (as defined in the Employment Agreement), or the Participant resigns for Good Reason (as defined in the Employment Agreement), and prior to any separation from employee Service the Participant has executed and continues to adhere to a Management-Employee Agreement in favor of the Company which contains a non-employee member competition provision, then this Award shall not be terminated and the Participant shall continue to vest during each full year after the separation from Service during which the Participant choses to extend and comply with the Management-Employee Agreement. c. Notwithstanding the foregoing, in the event the Participant embezzles or misappropriates Company funds or property at any time, or has been determined by the Company to have failed to comply with the terms and conditions of any of the Board of Directors following agreements which the Participant may have executed in favor of the Company: (i) Confidentiality and Protection of Business Agreement, consultant (ii) Management-Employee Agreement, (iii) Sales-Employee Agreement, (iv) Data Security Agreement, (v) Non-Solicitation / Non-Compete and Confidentiality Agreement and Assignment of Inventions, or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding(vi) any other agreement containing post-employment restrictions, then to the extent all or a portion of the PRSUs have not vested as of the Vesting Datethat such Participant was legally required to comply with such an agreement, the unvested PRSUs Participant’s entire Award and dividend equivalents accrued thereon will be automatically forfeited. Upon , whether vested or unvested, and the occurrence Participant will retain no rights with respect to such RSUs and dividend equivalents accrued thereon. d. In the event of an event constituting a Change in Control, notwithstanding anything Control (as defined in the Plan after giving effect to the contrary final sentence of Section 2(f) of the Plan), the vesting of outstanding RSUs shall be accelerated as follows: i. In the event that the Award is not assumed in accordance with Section 8 12(b)(i) of the Plan, all of the PRSUs outstanding on the date of such Change in Control, RSUs and any dividend equivalents with respect thereto, accrued thereon shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A vested as of the date of the Change in Control), and shares in such instance such PRSUs settlement of all of the RSUs subject to this Agreement shall be delivered and cash shall be paid for the dividend equivalents accrued thereon as soon as administratively practical, but in cash all events by the date that is 60 days after the date of the Change in Control. ii. In the event that the Award is assumed in accordance with the terms Section 12(b)(i) of the Plan at and within 12 months following the earliest time set forth date of the Change in Control the Participant’s Service is terminated without Cause (as defined in the Plan that will not trigger Employment Agreement) by the Company or an Affiliate or the Participant separates from Service for Good Reason (as defined in the Employment Agreement) (a tax or penalty under Section 409A “CIC Termination”) all of the Code, RSUs and dividend equivalents accrued thereon shall be deemed vested as determined by of the Committee; provided that date of the PRSUsCIC Termination, and any dividend equivalents with respect thereto, shares shall vest be delivered in settlement of all of the RSUs subject to this Agreement and cash shall be paid to for the extent provided dividend equivalents accrued thereon as soon as administratively practical, but in Section 8 in all events by the date that is 60 days after the date of the CIC Termination. e. In the event the Participant dies or is determined to be subject to a Disability while a Service Provider, vesting of outstanding RSUs and dividend equivalents accrued thereon shall be accelerated such that all of the Employee’s termination of employment or services following such Change in Control RSUs and prior to the Vesting Date. Upon payment pursuant to the terms dividend equivalents accrued thereon shall be deemed vested as of the Plan, such awards date of death or Disability and shares shall be cancelleddelivered in settlement of all of the RSUs and cash shall be paid for the dividend equivalents as soon as administratively practical, but in all events by the date that is 60 days after the date of the death or Disability. f. In the event the Participant dies following a separation from Service, shares shall be delivered in settlement of any vested RSUs and cash shall be paid for any vested dividend equivalents as soon as administratively practical, but in all events by the last day of the year following the date of the Participant’s death.

Vesting. The PRSUs RSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 [Vest Date] (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8). For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of Upon the Vesting Date, the unvested PRSUs RSUs will be forfeitedimmediately settled in shares of Common Stock and will be immediately transferable thereafter. Upon In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of an event constituting any of the following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by Control under which the successor company (or its parent company) and corporation does not assume the Awards that remain outstanding, and thereafter outstanding under the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under violation of, Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and which replacement shall be paid subject to the extent provided in Section 8 in the event Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment or services following such Change in Control and prior delivered to the Vesting DateCompany by the Employee. Upon payment pursuant to the terms All RSUs will be forfeited upon termination of the PlanEmployee’s employment with the Employer before the Vesting Date for a reason other than death, such awards shall be cancelledDisability or retirement from the Company upon or after attaining age 62 and 10 Years of Service.

Vesting. (a) The PRSUs Class F Holders and Parentco agree that, as of the Closing, 371,518 of the shares of Parentco Common Stock issuable to the Class F Holders in connection with the Mergers (the “Additional Shares”) shall become subject to the vesting and forfeiture provisions set forth in this Section 3 (pro rata based on each Class F Holder’s relative ownership of Parentco Common Stock (“Pro Rata Share”)). (b) The Additional Shares shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to Parentco Common Stock occurring on or after the Closing. The Parties will take all necessary action so that (i) the Additional Shares shall appear as issued and outstanding on the balance sheet of Parentco and shall be legally outstanding under applicable state law but shall not be vested and shall be subject to performance-based forfeiture as described in this Agreement, (ii) all dividends paid on the Additional Shares shall be distributed to the Class F Holders during the Adjustment Period, and (iii) all voting rights in respect of such Additional Shares while they remain unvested shall be exercisable by or on behalf of the persons who would be entitled to receive such Additional Shares assuming the vesting conditions of such Additional Shares pursuant to this Section 3. (c) If on the 90th calendar day following the Closing Date (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Adjustment Date”), the Adjustment VWAP (as defined below) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubtParentco Common Stock is less than $10.00, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent then all or a portion of the PRSUs unvested Additional Shares (together with any corresponding dividends) shall vest (and shall no longer be subject to forfeiture) based on their Pro Rata Share such that the product of (i) the vested Additional Shares, plus all other shares of Parentco Common Stock issued to the Class F Holders in the Mergers, multiplied by (ii) the Adjustment VWAP equals $8,668,750. Any Additional Shares that do not vest in accordance with the previous sentence shall be forfeited to Parentco (together with the repayment of any corresponding dividends, if any, that have not vested as been received prior to the Adjustment Date) and shall be deemed to be transferred by the forfeiting holder to Parentco without any consideration and shall be cancelled by Parentco and cease to exist. For purposes of this Agreement, “Adjustment Period” means the Vesting period from the Closing Date through the day prior to the Adjustment Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date“Adjustment VWAP” means, subject to the Employee’s continued employment with or provision following sentence, the volume weighted average price of services a share of Parentco Common Stock, as reported on the NYSE, determined for the trailing twenty trading days ending on the day prior to the Company or a subsidiary or an affiliate through Adjustment Date. Notwithstanding the Vesting Date (and foregoing, if the Performance Conditions shall each Adjustment VWAP would be less than $7.00, the Adjustment VWAP will be deemed to have been achieved at the “Target” level as set forth on Exhibit A as be $7.00 for purposes of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelledsub-clause (ii) above.

Vesting. 1. The PRSUs RSUs will be subject vest and become nonforfeitable with respect to performance-based the applicable portion thereof according to the vesting conditions (the “Performance Conditions”) which are schedule set forth on Exhibit A. The PRSUs shall vest on December 31below, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the EmployeeGrantee’s continued employment with or provision of services Continuous Service through the applicable vesting dates, as a condition to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change vesting of the Employee’s status from employee to non-employee member applicable installment of the Board of Directors of RSUs and the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of rights and benefits under this Agreement. Notwithstanding, The RSUs that have vested and are no longer subject to the extent all or a portion forfeiture are referred to as “Vested RSUs.” All RSUs that have not become Vested RSUs are referred to as “Nonvested RSUs.” 197,963 of the PRSUs have not vested RSUs shall vest monthly in thirty-six (36) equal monthly installments beginning on April 27, 2025, subject to satisfaction of Grantee’s Continuous Service (as defined below); and the remaining 197,964 of the Vesting DateRSUs shall vest at a rate of 65,988 per year over three years from March 27, 2025, contingent upon (i) the unvested PRSUs will be forfeited. Upon achievement of annual performance targets, and (ii) there being sufficient authorized shares under the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of Plan; provided that if there are not sufficient authorized shares under the Plan, the PRSUs outstanding on Company shall use its best efforts to obtain shareholder approval of an increase in the number of authorized shares under the Plan such that there will be sufficient authorized shares under the Plan to allow for this performance grant. These annual performance targets will be mutually reviewed and determined by the Company and the Grantee and approved by the Board or its Compensation Committee at the beginning of each calendar year. 2. Except as otherwise provided herein, if the Grantee’s Continuous Service terminates for any reason other than the Grantee’s (a) death, (b) Total and Permanent Disability, (c) retirement, or (d) termination by the Company without Cause, any Nonvested RSUs will be automatically forfeited, terminated and cancelled as of the applicable termination date without payment of such Change in Controlany consideration by the Company, and any dividend equivalents with respect theretothe Grantee, or the Grantee’s beneficiary or personal representative, as the case may be, shall be assumed have no further rights hereunder. In the event of a termination by the successor company Company without Cause, any RSUs that would have vested during the twelve (or its parent company12) and remain outstanding, and thereafter month period immediately following the vesting termination date shall vest in full as of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Datetermination date, subject to the EmployeeGrantee’s continued employment agreement entered into with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control)April 1, and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled2025.

Vesting. The PRSUs will be subject to performance-based vesting conditions Except as otherwise provided in this Section 2 or in the Plan or as approved by the Administrator, the RSUs shall vest in accordance with the terms of these Terms and Conditions (including the Notice and the Plan), as follows (the occurrence of each such event described in Section 2(a)-(d), a “Performance ConditionsVesting Event”): (a) which are all of the RSUs shall become vested on the earliest to occur of the vesting date set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 the Notice (the “Vesting Date”) ), the Participant’s death and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and Participant’s Disability, subject in each case to the EmployeeParticipant’s continued employment with or provision of services to the Company or a subsidiary or affiliate its Affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeited. Upon such date; (b) upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary all then outstanding unvested RSUs shall be treated as provided in Section 8 of the Plan, ; (c) if the PRSUs outstanding on the date of such Change Participant’s employment terminates in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible a Qualifying Termination prior to vest on the Vesting Date, subject to then (i) a pro rata portion of the Employee’s continued employment with or provision RSUs shall become vested based on the portion of services to the Company or a subsidiary or an affiliate through period between the Grant Date and the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A that has elapsed as of the date of such termination (the Change in Control), “Accelerated RSUs”) and in such instance such PRSUs shall be paid in cash in accordance with (ii) the terms balance of the Plan at RSUs (the earliest time set forth “Deferred RSUs”) shall remain outstanding and unvested and shall become vested on the Vesting Date provided the Participant (A) has not violated Section 13(b) through the Vesting Date and (B) has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Plan that will not trigger a tax or penalty under Section 409A Company on each anniversary of the Code, as determined by the Committee; provided Grant Date (if any) that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services occurs following such Change in Control Qualifying Termination and prior to the Vesting Date. Upon payment pursuant , and a final certification to such effect prior to (but no more than 90 days prior to) the Vesting Date. (d) if the Participant’s employment terminates in a Qualifying Retirement (as defined below) prior to the terms Vesting Date, all of the PlanRSUs shall become vested on the Vesting Date provided the Participant (i) has not violated Section 13(b) through the Vesting Date and (ii) has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Qualifying Retirement and prior to the Vesting Date, and a final certification to such awards effect prior to (but no more than 90 days prior to) the Vesting Date. For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the Administrator, other service to, the Company or Company’s Affiliates, but in the case of employment with or service to an Affiliate, only during such time as such Affiliate is an affiliate of the Company. Notwithstanding anything contained in these Terms and Conditions to the contrary, the Administrator, in its sole discretion, may accelerate the vesting of any RSUs, at such times and upon such terms and conditions as the Administrator shall be cancelleddetermine, so long as the delivery of Shares for any RSUs subject to Section 409A of the Code is permitted thereby.

Vesting. The PRSUs Options will be vest and become exercisable with respect to twenty-five percent (25%) of the Options subject to performance-based vesting conditions each of the Tranche 1 Options, Tranche 2 Options and Tranche 3 Options, on each of the first four anniversaries of the Grant Date (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31each, 2027 or such earlier date as may be provided in Section 8 (the a “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and ), subject to the EmployeeGrantee’s continued employment with or provision Employment on each applicable Vesting Date.[Notwithstanding the foregoing, if the Grantee incurs a termination of services to Employment by the Company or any of its Subsidiaries or Affiliates without Cause (other than as a subsidiary result of death or affiliate through Disability), any then-unvested Options that are scheduled to vest within 12 months following the date on which the Grantee is notified in writing of such termination by the Company or any of its Subsidiaries or Affiliates (the “Notification Date”) will remain outstanding and continue to vest on the applicable Vesting Date or next following the Notification Date as otherwise provided in Section 8if the Grantee had remained Employed through such Vesting Date. For the avoidance of doubt, the change foregoing provision shall apply without duplication of benefits for any period of the EmployeeGrantee’s status from employee service following the Notification Date and prior to non-employee member the Termination Date (as defined below), including any contractual notice period or any period of “garden leave” or similar period mandated under employment or other laws in the jurisdiction where the Grantee is employed or otherwise rendering services or the terms of the Board of Directors Grantee’s employment or service agreement, if any.]For purposes of the CompanyOptions, consultant or contractor who continues to provide the Grantee’s Employment will be considered terminated as of the date the Grantee is no longer actively providing services to the Company or a subsidiary one of its Subsidiaries or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion Affiliates (regardless of the PRSUs have reason for such termination and whether or not vested as later found to be invalid or in breach of employment laws in the Vesting Date, jurisdiction where the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (Grantee is employed or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at Grantee’s employment agreement, if any) (the earliest time set forth “Termination Date”). Unless otherwise expressly provided in this Award Agreement or the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that Company, (i) the PRSUsGrantee’s right to vest in any unvested Options will be immediately forfeited without any consideration or payment therefor as of the Termination Date, (ii) the period, if any, during which the Grantee may exercise the Options after the Termination Date will commence on such date, and (iii) the Termination Date will not be extended by any dividend equivalents with respect theretonotice period (e.g., shall vest and shall be paid to the extent provided in Section 8 Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment or other laws in the event of jurisdiction where the Employee’s termination of employment Grantee is employed or otherwise rendering services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to or the terms of the PlanGrantee’s employment or service agreement, such awards if any). The Committee shall have the exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of the Option grant (including whether the Grantee may still be cancelled.considered to be providing services while on a leave of absence). ​

Vesting. The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 2025 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “TargetMedian” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.

Vesting. The PRSUs RSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier the first trading day in April of the third year after the grant date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8). For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of Upon the Vesting Date, the unvested PRSUs RSUs will be forfeitedimmediately settled in shares of Common Stock and will be immediately transferable thereafter. Upon In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of an event constituting any of the following events: (a) the Employee’s death; (b) the Employee's Disability; (c) a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by Control under which the successor company (or its parent company) and corporation does not assume the Awards that remain outstanding, and thereafter outstanding under the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under violation of, Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and which replacement shall be paid subject to the extent provided in Section 8 in the event Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee’s termination of 's employment or services by the Company for reasons other than Cause within twenty-four (24) calendar months following such the month in which a Change in Control and prior to of the Company occurs. All RSUs will be forfeited upon termination of the Employee's employment with the Employer before the Vesting Date. Upon payment pursuant to Date for a reason other than death, Disability or retirement from the terms Company upon or after attaining age 62 and 10 Years of the Plan, such awards shall be cancelledService.

Vesting. The PRSUs will be Subject to the accelerated vesting provisions provided below, earned Performance Based Restricted Stock Units subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs Award shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction last day of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to Vesting Period, if Employee remains employed by the Company or a subsidiary or affiliate its Subsidiaries through the Vesting Date or as otherwise provided in Section 8such date. For the avoidance of doubt, if the change Company fails to achieve at least the Earnings Per Share Threshold, an Employee shall be entitled to receive no shares of Stock with respect to seventy-five percent (75%) of the Performance Based Restricted Stock Units subject to the Award (as described in Section 2), unless the deemed Cumulative Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. Likewise, if the Company fails to achieve at least the Return on Invested Capital Threshold, an Employee shall be entitled to receive no shares of Stock with respect to twenty-five percent (25%) of the Performance Based Restricted Stock Units subject to the Award (as described in Section 2), unless the deemed Average Return on Invested Capital provisions in this Section specifically modify such result. If, during the Performance Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s status employment during the Performance Period divided by twelve), based on Cumulative Earnings Per Share from employee to non-employee member of Continuing Operations and Average Return on Invested Capital during the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting DatePerformance Period; or B. A Change in Control occurs, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, Performance Based Restricted Stock Units subject to the Employee’s continued employment with or provision Award shall be vested, pro rata (based on the number of services to the Company or a subsidiary or an affiliate through the Vesting Date (full and partial months during the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of Period before the date of the Change in Control, divided by twelve), and in such instance such PRSUs the Cumulative Earnings Per Share from Continuing Operations shall be paid in cash in accordance with the terms deemed to be one hundred percent (100%) of the Plan at Earnings Per Share Target and the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A Average Return on Invested Capital shall be deemed to be one hundred percent (100%) of the CodeReturn on Invested Capital Target, as determined regardless of actual performance. If, after the Performance Period but during the Vesting Period, while employed by the Committee; provided that Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, earned Performance Based Restricted Stock Units subject to the PRSUs, and any dividend equivalents with respect thereto, shall vest and Award shall be paid immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in Control occurs, earned Performance Based Restricted Stock Units subject to the extent Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period. Except as provided in Section 8 4.1 below, in the event of the Employee’s termination of employment or services following such Change in Control of Employee with the Company and prior to its Subsidiaries for any other reason before the end of the Vesting Date. Upon payment pursuant to Period, all Performance Based Restricted Stock Units that are not vested at the terms time of such termination of employment (after first taking into account the Plan, such awards accelerated vesting provisions of this Section 4) shall be cancelledforfeited.

Vesting. The PRSUs will be subject to performance-based vesting conditions (Grossly exceeding the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 "Company Annual Revenue" or such earlier date "Stock Price" targets as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction any of the Performance Conditions annual target measurement dates, as set forth on Exhibit A and subject to detailed in the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the above Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change Schedule will not cause an acceleration of the Employee’s status from employee to non-employee member vesting of the Board of Directors these shares. The market price of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will 's shares shall not be considered a termination cause for purposes default of payment of this AgreementNote by the Maker. NotwithstandingAll payments shall be made to Payee at address below or at such other place as the Payee may from time to time designate. Any payments on account of principal and interest shall be applied first to interest as aforesaid and the remainder thereof shall be applied to principal. Maker shall have the privilege of paying the principal in whole or in part at any time, and such payments may be made without penalty or premium; provided, however, that each payment shall be accompanied by any accrued interest then due. Presentment for payment or acceptance, and notice of dishonor of payment or acceptance, notice of protest and notice of any renewal, extension, modification or change of time, manner, place or terms of payment, are hereby waived by Maker or any endorsers, sureties and guarantors hereof. Any failure or delay of Payee to the extent all or exercise any right hereunder shall not be construed as a portion waiver of the PRSUs have right to exercise the same or any other right at any other time or times. The waiver by Payee of a breach or default of any provisions of this Note shall not vested operate or be construed as a waiver of any subsequent breach or default thereof. Maker agrees to reimburse Payee for all costs and expenses, including reasonable attorneys' fees, incurred by Payee to enforce the Vesting Date, the unvested PRSUs will be forfeitedprovisions hereof and collect Maker's obligations hereunder. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, This Note shall be assumed by the successor company (or its parent company) and remain outstandingconstrued according to, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid governed by the laws of the Commonwealth of Pennsylvania. The provisions of this Note shall be deemed severable, so that if any provisions hereof is declared invalid under the laws of any state where it is in effect, or of the United States, all other provisions of this Note shall continue in full force and effect. This Note shall be binding upon the successors and assigns of the Maker, and shall inure to the extent provided in Section 8 in benefit of and be enforceable by the event heirs, personal representatives, successors and assigns of the Employee’s termination of employment Payee or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelledany other Payee thereof.

Vesting. The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”a) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject Subject to the EmployeeParticipant’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or service as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors an Employee of the Company, consultant or contractor who continues the RSUs shall vest and become non-forfeitable with respect to provide services one-third (1/3) of the RSUs initially granted hereunder on each of (i) the first anniversary of the Grant Date, (ii) the second anniversary of the Grant Date, and (iii) the third anniversary of the Grant Date (pro-rata vesting). (b) Once vested, the RSUs shall be paid to Participant in Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date. (c) Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, such fractional Shares shall not be deemed vested hereunder but shall instead only vest and become non-forfeitable when such fractional Shares aggregate whole Shares. (d) If the Participant’s service as an Employee of the Company is terminated for any reason other than due to the Company Participant’s death or a subsidiary Disability, or affiliate will due to Participant’s Retirement (as defined below), the RSUs shall, to the extent not then vested, be considered a termination for forfeited by the Participant without consideration. (e) In the event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Participant within the first year following the Grant Date of this Agreement, Participant shall be entitled to vest in the RSUs that would have otherwise vested had service continued through the first anniversary of the Grant Date, with such RSUs vesting on that date. All RSUs that do not vest in accordance with the preceding sentence shall be forfeited and cancelled automatically at the time of the Participant’s death, Disability or Retirement. In the event that Participant’s employment is terminated by reason of death, Disability or Retirement after the first year following the Grant Date of this Agreement, Participant shall be entitled to vest in all remaining unvested RSUs on the same dates they would have vested had Participant’s employment continued through such dates. (f) For purposes of this Agreement. Notwithstanding, “Retirement” shall mean Participant’s termination of employment for any reason (other than for Misconduct as defined in Appendix A to the extent all or a portion this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of the PRSUs have not vested continuous service as an employee of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary an Affiliate; or an affiliate through (b) Participant has attained age 65. Notwithstanding the Vesting Date (and foregoing, if the Performance Conditions Company determines, in its sole discretion, that Participant has violated any of the Obligations in Appendix A to this Agreement, the Participant shall each not be deemed to be eligible for Retirement and all RSUs that have not been achieved at the “Target” level as set forth on Exhibit A settled shall be forfeited effective as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelledviolation first occurred.

Vesting. The PRSUs will PSUs shall be subject to performance-performance based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs and shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (at the “Vesting Date”) and end of the number of PRSUs eligible to vest shall be Performance Period based on the satisfaction achievement of the Performance Conditions performance goal as set forth described on Exhibit A X attached hereto (“Exhibit X”), and subject to upon certification of achievement by the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeitedCompensation Committee. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything as defined in the Employment Agreement, the unvested PSUs shall be converted to a number of Restricted Stock Units equal to the contrary in Section 8 number of the Plan, the PRSUs outstanding Shares that would have vested on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control)Control based on the performance goals described in Exhibit X if the date of the Change in Control had been the last date of the Performance Period, and such Restricted Stock Units shall vest on the last date of the Performance Period, subject to your continued employment until the last day of the Performance Period and provided you are in such instance such PRSUs shall be paid in cash in accordance continued compliance with the terms provisions of Section 6 of the Plan at Employment Agreement. Notwithstanding the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Codeforegoing, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 (i) in the event of the Employee’s a termination of your employment by the company without Cause or services following by you with Good Reason (as defined in Section 5(a)(3) of the Employment Agreement) (other than under the circumstances set forth in clause (ii) of this paragraph) you shall remain eligible to receive the pro rata number of PSUs, based on the percentage of the Performance Period during which you were employed, provided the performance goals are met on the date of termination as if the date of termination had been the last date of the Performance Period, such pro rata number of PSUs to vest at the end of the Performance Period, provided you are in continued compliance with the provisions of Section 6 of the Employment Agreement and (ii) in the event of a termination of your employment by the company without Cause or by you with Good Reason within 12 months after a Change in Control and prior to Control, the Vesting Date. Upon payment Restricted Stock Units into which the PSUs shall have converted pursuant to the terms preceding paragraph shall immediately vest on the Date of Termination, as defined in the Employment Agreement, and the shares covered thereby shall be distributed to you within thirty (30) days of the PlanDate of Termination. Except as provided in the preceding paragraph, such awards in the event of a termination of your employment with the Company for any reason or for no reason prior to February 22, 2019, your then remaining unvested PSUs granted hereunder shall be cancelledforfeited and of no further force or effect. Other than as provided in the immediately preceding Section as to conditions and timing of distribution of Common Stock with respect to PSUs vesting as a result of a termination of your employment and Section 8 of the Employment Agreement with regard to equity distributed as a result of your incurring a Separation from Service as an employee of the Company, any vested portion of the PSUs shall be distributed to you in shares of Common Stock on March 15 following the end of the Performance Period based upon a determination that the Company achieved the performance goal for the Performance Period. Dividends With respect to the PSUs, you will have the right to receive dividend equivalents (in cash or in kind, as the case may be) in respect of any dividend distributed to holders of Common Stock of record on and after the Date of Award; provided, that any such dividend equivalents shall be subject to the same restrictions as the PSUs with regard to which they are issued, including without limitation, as to vesting (including accelerated vesting) and time of distribution. All such withheld dividends shall not earn interest, except as otherwise determined by the Administrator. You will not receive withheld dividends on any PSUs which are forfeited and all such dividends shall be forfeited along with the PSUs which are forfeited.

Vesting. The PRSUs will be (a) Subject to the limitations contained herein, the Award shall vest over four years such that 25% of the shares subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs Award shall vest on December 31the first anniversary of the Executive’s first day of employment with the Company, 2027 or such earlier date and 1/48th of the shares shall vest on the same calendar day of each month thereafter, provided that vesting will cease upon the cessation of Executive’s Service. (b) If Executive’s Service is terminated pursuant to a Covered Termination (as may be provided defined in Section 8 (the “Vesting Date”Severance Plan) and provided that Executive complies with the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as terms and conditions set forth on Exhibit A and in the Severance Plan, the shares subject to the Employee’s Award which would have become vested had Executive continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to Service for the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not 12-month period following such Covered Termination shall become immediately vested as of the Vesting Date, Release Effective Date (as defined in the unvested PRSUs will be forfeited. Severance Plan). (c) Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 all unvested shares of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed Award held by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible Executive immediately prior to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control)Control (the “Unvested Restricted Stock”) shall become fully vested; provided, and however, that if the Company’s Reacquisition Rights (as defined in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents 6 below) with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior Unvested Restricted Stock are assigned to the Vesting Date. Upon payment successor corporation (or parent thereof) or are otherwise to continue in full force and effect pursuant to the terms of the Change in Control, then 50% of the Unvested Restricted Stock attributable to each future vesting date shall vest immediately prior to the effective date of such Change in Control and the remaining 50% of the Unvested Restricted Stock attributable to each such future vesting date shall continue to vest pursuant to the schedule describe in (a) above; and provided further, however, that if the Executive’s Service is terminated by reason of an Involuntary Termination (as defined in the Plan) within three months before or within 13 months following a Change in Control, then all unvested shares of Restricted Stock held by the Executive (whether such awards shares are purported to be assumed by the successor corporation or not) shall be cancelledimmediately vest.

Vesting. (a) The PRSUs will be PSUs are subject to performance-based vesting conditions (forfeiture until they vest. Except as otherwise provided herein, the “PSUs will vest and become nonforfeitable on the date the Committee certifies the achievement of the Performance Conditions”) which are Goals in accordance with paragraph 3(b), subject to the achievement of the minimum threshold Performance Goals for payout set forth on in Exhibit A. A attached hereto. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to PSUs that vest and become payable under this Agreement shall be determined by the Committee based on the satisfaction level of achievement of the Performance Conditions as Goals set forth on in Exhibit A and subject A. (b) Except as otherwise expressly provided in this paragraph 4, if the Grantee’s Termination of Service occurs for any reason prior to the Employeeend of the Performance Period, the Grantee shall forfeit all PSUs granted with respect to the Performance Period and neither the Company nor any Related Corporation shall have any further obligations to the Grantee under this Agreement. (c) If the Grantee’s continued employment with Termination of Service occurs as a result of the Grantee’s death or provision of services to disability, or termination by the Company or a subsidiary or affiliate through Related Corporation without Cause (or, if the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubtGrantee’s employment agreement so provides, the change voluntary termination by the Grantee for Good Reason) prior to the end of the Employee’s status from employee to non-employee member of Performance Period, the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or Grantee will vest on such date in a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a pro rata portion of the PRSUs have not vested as of Target Award calculated by multiplying the Vesting DateTarget Award by a fraction, the unvested PRSUs will be forfeited. numerator of which equals the number of days that the Grantee was employed during the Performance Period and the denominator of which equals the total number of days in the Performance Period. (d) Upon the occurrence of an event constituting a Change in ControlControl during the Performance Period, notwithstanding anything to if the contrary Committee makes a good faith determination that an Alternative Award (as defined in Section 8 14 of the Plan) has not been granted by the acquirer, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, Performance Period shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (end and the Performance Conditions Grantee shall each be deemed to have been achieved at earned a pro rata portion of the “Target” level as set forth on Exhibit A Target Award calculated by multiplying the Target Award by a fraction, the numerator of which equals the number of days that have elapsed during the Performance Period as of the date of the Change in Control)Control and the denominator of which equals the total number of days in the Performance Period. (f) Upon a Change in Control during the Performance Period, and in such instance such PRSUs if the Committee makes a good faith determination that an Alternative Award has been granted by the acquirer, the Alternative Award shall be paid in cash continue to vest in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelledthis paragraph 4.

Vesting. (a) Except as otherwise provided herein, provided that the Grantee remains in Continuous Service through the applicable vesting date, and further provided that any additional conditions and performance goals set forth in Appendix A have been satisfied, the Restricted Stock Units will vest in accordance with the Vesting Schedule attached hereto as Appendix A. The PRSUs will be subject period during which restrictions apply is referred to performance-based vesting conditions (as the “Performance ConditionsRestricted Period.” Once vested, the Restricted Stock Units become “Vested Units.” (b) which are set forth on Exhibit A. The PRSUs shall vest on December 31Vesting Schedule notwithstanding, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or except as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting 4 hereof in connection with a Change in Control, notwithstanding anything if the Grantee ceases to maintain Continuous Service for any reason (other than death, Disability, or Retirement), unless the Committee shall otherwise determine, all Restricted Stock Units theretofore awarded to the contrary in Section 8 Grantee pursuant to this Agreement and which at the time of such termination of Continuous Service are unvested and remain subject to the restrictions imposed by this Agreement shall, upon such termination of Continuous Service, be automatically forfeited and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement. If the Grantee ceases to maintain Continuous Service by reason of death, Disability, or Retirement, then, unless the Committee shall determine otherwise, the restrictions with respect to the Ratable Portion of the PlanRestricted Stock Units shall lapse and such Restricted Stock Units shall be free of restrictions and shall not be forfeited. For purposes of this Agreement, the PRSUs outstanding on “Ratable Portion” shall be equal to (i) the number of Restricted Stock Units awarded to the Grantee under this Agreement multiplied by the portion of the Restricted Period that expired at the date of such Change in Controlthe Grantee’s death, and any dividend equivalents Disability, or Retirement, reduced by (ii) the number of Restricted Stock Units awarded with respect thereto, shall be assumed by to which the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A restrictions had lapsed as of the date of the Change in Control)death, and in such instance such PRSUs shall be paid in cash in accordance with the terms Disability, or Retirement of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelledGrantee.

Vesting. The PRSUs will be subject With respect to performanceany shares issued or options or rights granted to employees, consultants, directors or other service providers after the date hereof, unless otherwise approved by the consent of the Company's Board of Directors, including at least one of the directors appointed by the holders of Series B Preferred and at least one of the directors appointed by the holders of Series A Preferred, the Company shall cause each employee, consultant, director or other service provider of the Company to enter into an agreement providing for vesting of such shares or options or rights over forty-based vesting conditions eight (48) months, with no shares or options or rights being vested for twelve (12) months from the “Performance Conditions”) date of commencement of services in the case of stock or option grants for new hires, or the date of issuance or grant in the case of subsequent stock or options grants, at which are set forth on Exhibit A. The PRSUs time 12/48ths of the shares or options or rights shall vest on December 31and 1/48th of such shares, 2027 options or such earlier date as may be provided in Section 8 (the “Vesting Date”) rights shall vest monthly thereafter. Any options providing for early exercise and the number any grant of PRSUs eligible to vest restricted stock shall be based on the satisfaction provide for a repurchase option so that upon termination of services of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment stockholder, with or provision of services to without cause, the Company or a subsidiary or affiliate through its assignee (to the Vesting Date or as extent permissible under applicable securities laws) retains the option to repurchase at cost any unvested shares held by such stockholder. Unless otherwise provided in Section 8. For approved by the avoidance unanimous consent of doubt, (i) the change of the Employee’s status from employee to non-employee member members of the Board of Directors elected by the holders of Preferred Stock pursuant to the Restated Certificate and (ii) the compensation committee of the CompanyBoard of Directors, consultant or contractor who continues to no option grant nor any grant of restricted stock shall provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes any acceleration of this Agreementvesting. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding Notwithstanding anything to the contrary herein, no such consent shall be required with respect to the acceleration of vesting of options (A) in Section 8 connection with a Corporate Transaction (as defined in the Company's 2003 Equity Incentive Plan) in which the options are not assumed, or (B) for the inclusion in an option double trigger acceleration of vesting in connection with a change of control of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed Company as permitted by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Company's 2003 Equity Incentive Plan, such awards shall be cancelled.

Vesting. The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs Restricted Shares shall vest on December 31become vested, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services extent indicated below, only if and to the extent the Service Condition is satisfied. The Service Condition is satisfied only if the Employee provides Continuous Service to the Company or a subsidiary or and/or any affiliate for the period beginning with the Grant Date through the date described in the following Vesting Date or as otherwise Schedule: The Employee shall be determined to have provided “Continuous Service” through the date specified in Section 8the Vesting Schedule above if the Employee continues in the employ of the Company and/or any affiliate without experiencing a Termination of Employment, regardless of the reason. For Notwithstanding the avoidance of doubtforegoing, the change of the Employee’s status from employee Service Condition will be deemed satisfied as to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested Restricted Shares, as of indicated below, if the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything Employee provides Continuous Service to the contrary in Section 8 of Company and/or any affiliate following the Plan, the PRSUs outstanding on Grant Date through the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in earlier events listed below: (a) (i) In the event of the Employee’s termination Termination of Employment due to Disability or death, or (ii) upon attainment of age sixty (60) or satisfaction of the Rule of 90 if eligible for such retirement under the Ruby Tuesday, Inc. Executive Supplemental Pension Plan, all of the Restricted Shares shall be deemed to have satisfied the Service Condition upon such Termination of Employment. (b) In the event of the Employee’s Termination of Employment, other than for Cause, on or after attaining age fifty-five (55), a portion of the Restricted Shares shall be deemed to have satisfied the Service Condition, such portion being equal to the total number of Restricted Shares multiplied by the number of the Employee’s completed months of employment with the Company or services following such an affiliate from the Grant Date through the effective date of the Termination of employment with the product divided by thirty (30), shall be deemed to have satisfied the Service Condition. (c) Upon a Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms Control, all of the Plan, such awards Restricted Shares shall be cancelleddeemed to have satisfied the Service Condition. The Restricted Shares which have satisfied, or are deemed to have satisfied, the Service Condition are herein referred to as the “Vested Shares.” Any portion of the Restricted Shares which have not become Vested Shares in accordance with this Paragraph C before or at the time of Employee’s Termination of Employment shall be forfeited.

Vesting. The PRSUs will Except as otherwise determined by the Committee in its sole discretion (subject to Section 23 of the Plan) or as otherwise provided in this Section 3 or Section 9, the vesting of the PSs covered hereby shall be subject to performance-based vesting conditions (i) the achievement of the performance goals as set forth in the Award Summary (the “Performance ConditionsGoals”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 determined by the Committee and (the “Vesting Date”ii) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through December 31, 2021 (the “Vesting Date”). In the event the achievement of the Performance Goals is "below threshold" level, then all of the PSs will be forfeited; in the event that achievement of the Performance Goals is between "threshold" and "target" level, then no less than 50% and no more than 100% of the Target PSs will vest; and in the event achievement of the Performance Goals is between "target" and "maximum" level, then no less than 100% and no more than 200% of the Target PSs will vest, in each case as set forth in the Award Summary and subject to the Employee's continued employment through the Vesting Date or as otherwise provided described in Section 8. For the avoidance of doubt, the change clause (ii) of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeitedimmediately preceding sentence. Upon the occurrence of an event constituting a Change in ControlControl prior to the Vesting Date, notwithstanding anything to the contrary in Section 8 22(b) of the Plan, the PRSUs Performance Goals shall be deemed achieved at target level, but thereafter the PSs, and any dividend equivalents with respect thereto, shall remain outstanding on and thereafter the date vesting of such Change in ControlPSs, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved Date, at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in which time such instance such PRSUs PSs shall be paid in cash in accordance with the terms Section 22(f) of the Plan at the earliest time set forth in Section 22(c) of the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUssuch PSs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 9 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting DateDate or in the event such Change in Control occurs following a termination of the Employee’s employment. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.

Vesting. The PRSUs RSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 [Vest Date] (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8). For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of Upon the Vesting Date, the unvested PRSUs RSUs will be forfeitedimmediately settled in shares of Common Stock and will be immediately transferable thereafter. Upon In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of an event constituting any of the following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by Control under which the successor company (or its parent company) and corporation does not assume the Awards that remain outstanding, and thereafter outstanding under the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under violation of, Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and which replacement shall be paid subject to the extent provided in Section 8 in the event Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment or services following such Change in Control and prior delivered to the Vesting DateCompany by the Employee. Upon payment pursuant to the terms All RSUs will be forfeited upon termination of the PlanEmployee’s employment with the Employer before the Vesting Date for a reason other than death, such awards shall be cancelledDisability or retirement from the Company upon or after attaining age 62 and 5 Years of Service.

Vesting. The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or 5.1 Except as otherwise provided in Section 8. For the avoidance of doubtherein, the change of RSUs and Cash Units are subject to forfeiture until they vest. The RSUs and Cash Units will vest and become nonforfeitable on April 1, 2020 following the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. NotwithstandingPerformance Period, to the extent all or that the Performance Goals are determined by the Committee to have been achieved, and provided that the Grantee remains in Continuous Service through such date. To the extent the Committee determines, in its sole discretion, that the Grantee has earned a payout of greater than 100% of the Target Award pursuant to the Performance Goals, the first 100% shall be paid out to the Grantee by vesting of the Target Award of RSUs and any amount thereafter shall be paid out to the Grantee by vesting the portion of the PRSUs have not vested Cash Unit Overage Award so earned. The number of RSUs and Cash Units that vest will be rounded to the nearest whole number round up. 5.2 The foregoing paragraph notwithstanding, if the Grantee’s Continuous Service terminates as a result of the Vesting DateGrantee’s death or Disability, the unvested PRSUs Grantee will be forfeited. Upon vest on such date in a pro rata portion of the occurrence Target Award calculated by multiplying the Target Award by a fraction, the numerator of which equals the number of days that the Grantee was employed during the Performance Period and the denominator of which equals the total number of days in the Performance Period. 5.3 The foregoing vesting schedule notwithstanding, if a Change in Control occurs and the Grantee’s Continuous Service is terminated by the Company or an Affiliate without Cause or by the Grantee for Good Reason, and the Grantee’s date of termination occurs (or in the case of the Grantee’s termination of Continuous Service for Good Reason, the event constituting a giving rise to Good Reason occurs) within twelve (12) months following the Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding Grantee will vest on the date of such Change termination in Controla pro rata portion of the Target Award calculated by multiplying the Target Award by a fraction, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter numerator of which equals the vesting number of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on days that the Vesting Date, subject to Grantee was employed during the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (Performance Period and the Performance Conditions shall each be deemed to have been achieved at denominator of which equals the “Target” level as set forth on Exhibit A as total number of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth days in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.Performance Period

Vesting. The PRSUs will be subject to performance-based vesting conditions Sandusky owns 5,000,000 shares of the Company’s common stock (the “Performance ConditionsShares”) which are set forth on Exhibit A. The PRSUs shall vest on December 31). Other than the Shares, 2027 or such earlier date as may be provided in Section 8 200,394 shares of the Company’s Series B Preferred Stock (the “Vesting DateSeries B Shares”) and an option purchase 1,726,562 shares of the number Company’s common stock (the “Current Option”), Executive currently owns no other shares of PRSUs eligible capital stock of the Company or any securities convertible into or exercisable for shares of capital stock of the Company. The shares of Series B Preferred Stock held by Executive are fully vested. Sandusky is an entity formed by Executive for estate planning purposes and for the benefit of members of his immediate family. Executive is the manager of Sandusky, and Executive hereby represents and warrants to vest the Company that this Section 4 is a valid, binding and enforceable obligation of Sandusky. (i) Sandusky hereby grants to the Company the right (the “Repurchase Right”), exercisable at any time during the ninety (90)-day period following the date Executive ceases for any reason to remain in Service (as defined below) to repurchase at the Purchase Price all or (at the discretion of the Company) any portion of the Shares in which Sandusky has not acquired a vested interest in accordance with the vesting provisions of this Section 4(a) (such shares are referred to as “Unvested Shares”). For purposes of this Agreement, Executive shall be based on the satisfaction of the Performance Conditions deemed to remain in “Service” for so long as set forth on Exhibit A Executive continues to actually and subject to the Employee’s continued employment with or provision of physically render services to the Company or any parent or subsidiary corporation, whether as an employee, a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors or an independent contractor or consultant, solely as determined by and in accordance with the directives of the Board. By executing this Agreement, each of Sandusky and Executive agrees to abide by such Board determination. (ii) The Repurchase Right shall be exercisable by written notice delivered to Sandusky prior to the expiration of the ninety (90)-day period specified in Section 4(a)(i). The notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of notice. To the extent one or more certificates representing Unvested Shares may have been previously delivered to Sandusky, then Sandusky shall, prior to the close of business on the date specified for the repurchase, deliver to the Secretary of the Company the certificates representing the Unvested Shares to be repurchased, each certificate to be properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificates, pay to Sandusky in cash or cash equivalents (including the cancellation of any purchase-money indebtedness), an amount equal to $1.093 per Share (as adjusted for stock splits, dividends, combinations and the like). (iii) The Repurchase Right shall terminate with respect to any Unvested Shares for which it is not timely exercised under Section 4(a)(ii). In addition, the Repurchase Right as to Unvested Shares shall terminate, and cease to be exercisable, in accordance with the terms and conditions set forth in this Section 4(a)(iii). Accordingly, as, and provided that, the Purchaser continues in continuous Service, as defined above, the Purchaser shall acquire a vested interest in, and the Repurchase Right as to certain Unvested Shares, solely to the extent set forth below, shall lapse with respect to, the Shares in accordance with the following provisions: (A) Sandusky acquired a vested interest in and the Repurchase Right lapsed with respect to 2,500,000 Shares on March 21, 2008; and Sandusky began acquiring a vested interest in and the Repurchase Right began to lapse with respect to (and shall continue to acquire a vested interest in and the Repurchase Right shall continue to lapse with respect to) the balance of the Shares in a series of thirty-six (36) successive equal monthly installments for each monthly period of continuous Service measured from March 21, 2008. (B) If Executive’s employment by the Company is terminated by the Company pursuant to Section 8(d)(ii) or by Executive pursuant to Section 8(e), in either case at such time that clause (C) below does not apply, and Executive has executed (and not revoked) a general release of claims acceptable to the Company, consultant or contractor who continues to provide services then Sandusky shall immediately acquire a vested interest in and the Repurchase Right shall lapse with respect to the Company or a subsidiary or affiliate will not be considered a termination lesser of (1) all remaining Unvested Shares and (2) that number of Unvested Shares that Sandusky would have vested in had Executive continued in Service for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting additional twelve months. (C) If there occurs a Change in Control, notwithstanding anything to the contrary as defined in Section 8 of 4(a)(vi) below, while Executive is employed by the PlanCompany, and if Executive’s employment by the PRSUs outstanding Company is terminated by the Company or any successor thereto pursuant to Section 8(d)(ii) or by Executive pursuant to Section 8(e) on the date of or following such Change in Control, then Sandusky shall immediately acquire a vested interest in, and any dividend equivalents the Repurchase Right shall lapse with respect theretoto, all remaining Unvested Shares. (D) If Executive dies or suffers a Disability (which results in the termination of Executive’s employment pursuant to Section 8(b)), then Sandusky shall immediately acquire a vested interest in and the Repurchase Right shall lapse with respect to all remaining Unvested Shares. (iv) No fractional shares shall be assumed repurchased by the successor company Company. Accordingly, if the Repurchase Right extends to a fractional share (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms vesting computation provisions of the Plan this Section 4(a)) at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the CodeExecutive ceases Service, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and then such fractional share shall be paid added to any fractional share in which Sandusky is at such time vested in order to make one whole vested share no longer subject to the extent provided in Section 8 in Repurchase Right. (v) In the event of any share dividend, share split, recapitalization or other change affecting the EmployeeCompany’s termination outstanding common shares as a class effected without receipt of employment consideration, then any new, substituted or services following additional securities or other property (including money paid other than as a regular cash dividend) that is by reason of any such Change in Control and prior transaction distributed with respect to any Shares then constituting Unvested Shares shall be immediately subject to the Vesting DateRepurchase Right. Upon payment pursuant Appropriate adjustments to reflect the distribution of such securities or property shall be made to the terms number of Shares at the time subject to the Repurchase Right hereunder and to the price per share to be paid upon the exercise of the PlanRepurchase Right to reflect the effect of any such transaction upon the Company’s capital structure; provided, such awards however, that the aggregate purchase price shall be cancelledremain the same.

Vesting. The PRSUs RSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier the first trading day in April of the third year after the grant date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8). For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of Upon the Vesting Date, the unvested PRSUs RSUs will be forfeitedimmediately settled in shares of Common Stock and will be immediately transferable thereafter. Upon In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of an event constituting any of the following events: (a) the Employee’s death; (b) the Employee's Disability; (c) a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by Control under which the successor company (or its parent company) and corporation does not assume the Awards that remain outstanding, and thereafter outstanding under the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under violation of, Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and which replacement shall be paid subject to the extent provided in Section 8 in the event Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s 's employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment or services following such Change in Control and prior delivered to the Vesting DateCompany by the Employee. Upon payment pursuant to the terms All RSUs will be forfeited upon termination of the PlanEmployee's employment with the Employer before the Vesting Date for a reason other than death, such awards shall be cancelledDisability or retirement from the Company upon or after attaining age 62 and 10 Years of Service.

Vesting. The PRSUs will be (a) Except as set forth in (b), (c) and (d) below, the Grantee shall become vested in the Award as follows: (i) of the shares subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs Award shall vest on December 31___________. (ii) of the shares subject to the Award shall vest on ___________. (iii) of the shares subject to the Award shall vest on ___________. (b) In the event that the Grantee’s employment with the Company and all subsidiaries terminates due to the Grantee’s death or disability, 2027 or a prorata number of unvested shares of Common Stock subject to the Award shall vest, such earlier date as may number to be provided in Section 8 (the “Vesting Date”) and determined by multiplying the number of PRSUs eligible unvested shares by a fraction, the numerator of which is the number of full months that have elapsed from the Date of Award to the termination of employment and the denominator of which is the number of full months in the vesting period. Award shares that do not vest shall be based on forfeited. For this purpose “disability” has the satisfaction of the Performance Conditions meaning, and will be determined, as set forth on Exhibit A and in the Company’s long term disability program in which the Grantee participates. (c) Any unvested shares of Common Stock subject to the Employee’s continued employment with or provision of services Award shall be forfeited to the Company upon termination of the Grantee’s employment with the Company and all subsidiaries for any reason other than death or a subsidiary or affiliate through the Vesting Date or disability as otherwise provided described in Section 87(b) above. For In the avoidance of doubt, event that the change Grantee forfeits any or all of the Employee’s status from employee to non-employee member unvested shares, all of the Board of Directors of Grantee’s rights, title and interest with respect to such forfeited shares, including the Company, consultant or contractor who continues right to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and receive any dividend equivalents cash dividends accrued with respect thereto, shall automatically lapse and be assumed of no further force or effect. The Grantee hereby irrevocably designates and appoints the Secretary of the Company as the Grantee’s agent and attorney in fact, to act for or on behalf of the Grantee and in his or her name and s▇▇▇▇, for the limited purpose of executing any documents and instruments to further evidence the forfeiture of the unvested shares and the transfer of such shares back to the Company. (d) The foregoing provisions of this Section 7 shall be subject to the provisions of any written employment or severance agreement that has been or may be executed by the successor company (or its parent company) Grantee and remain outstandingthe Company, and thereafter the provisions in such employment or severance agreement concerning the vesting of such PRSUs, and an Award shall supersede any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with inconsistent or contrary provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under this Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled7.

Vesting. The PRSUs will be (a) Participant’s Stock Units and rights in and to the Common Stock subject to performance-based vesting conditions the Stock Units shall not be vested as of the Grant Date and shall be forfeitable unless and until otherwise vested pursuant to the terms of this Agreement. Subject to Participant’s continued service as a member of the Board, the Award shall become vested with respect to 100% of the Stock Units awarded hereunder on April 15, 2024 (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) ). Stock Units awarded hereunder that have vested and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and are no longer subject to the Employee’s continued employment with or provision of services forfeiture are referred to the Company or a subsidiary or affiliate through the Vesting Date or herein as otherwise “Vested Units.” Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested Units.” Except as provided in Section 8. For Paragraphs 3(b) or (c), upon the avoidance cessation of doubt, the change of the EmployeeParticipant’s status from employee to non-employee service as a member of the Board of Directors of for any reason, the Company, consultant or contractor who continues to provide services Unvested Units shall be forfeited by Participant and cancelled and surrendered to the Company without payment of any consideration to Participant. (b) Notwithstanding anything herein or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, in the Plan to the extent all or contrary, upon the termination of Participant’s service as a portion member of the PRSUs have not vested Board by reason of Participant’s death or disability (as such term if defined in Section 22(e) of the Code), all Unvested Units shall vest as of the Vesting Datedate of such termination of service. (c) Notwithstanding anything herein or in the Plan to the contrary, the unvested PRSUs will be forfeited. Upon upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, the Award shall be eligible to vest on accelerated such that 100% of the Vesting Date, aggregate number of Stock Units subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date Award (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A in Paragraph 2 above) shall be or become Vested Units as of immediately prior to the date consummation of the Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.

Vesting. The PRSUs will be Unless the Committee otherwise determines in its sole discretion, subject to performance-based earlier vesting conditions (the “Performance Conditions”in accordance with Section 6 of this Agreement or Section 13.1(b) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A Plan and subject to the Employee’s continued employment last paragraph of this Section 5, the Restricted Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date): (a) On the Initial Vesting Date, 33% of the Restricted Share Units shall become vested; (b) On the Corresponding Day in the twelfth (12th) month following the Initial Vesting Date, an additional 33% of the Restricted Share Units shall become vested; and (c) On the Corresponding Day in the twenty-fourth (24th) month following the Initial Vesting Date, 100% of the Restricted Share Units shall become vested. [Please refer to the website of the Third Party Administrator, Solium Capital LLC (Shareworks), which maintains the database for the Plan and provides related services, for the specific Vesting Dates related to the Restricted Share Units (click on the specific grant ID under the tab labeled “Portfolio – Stock Options and Awards”).] On each Vesting Date, and upon the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a given date if his or her Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Grant Date and prior to such Vesting Date (the vesting or forfeiture of such Restricted Share Units to be governed instead by Section 6). In addition, in the event the Grantee is suspended (with or provision of services to without compensation) or is otherwise not in good standing with the Company or a subsidiary or affiliate through any Subsidiary as determined by the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the EmployeeCompany’s status from employee General Counsel due to non-employee member of the Board of Directors an alleged violation of the Company’s Code of Business Conduct, consultant applicable law or contractor who continues other misconduct (a “Suspension Event”), the Company has the right to provide services suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the General Counsel or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Recovery Date, the Grantee dies, is disabled or is terminated without Cause, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to Retirement) or is terminated for Cause prior to the Recovery Date then the unvested PRSUs Restricted Share Units will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and terminated without any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the further vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of after the date of the Change in Control)Suspension Event, and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined unless otherwise agreed by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelledCompany.

Vesting. Except as otherwise provided herein, and provided that Grantee remains in Continuous Service throughout the Performance Period: 3.1 The PRSUs TSR Peer Group PSUs will be subject to performance-based vesting conditions (vest, in whole or in part, on the “Performance Conditions”) which are Vesting Date, in accordance with the schedule set forth on Exhibit A. I; and 3.2 The PRSUs shall vest ▇▇▇▇▇▇▇ 3000 Index PSUs will vest, in whole or in part, on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and , in accordance with the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as schedule set forth on Exhibit A and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested II. 3.3 With effect as of the Vesting Date, any PSUs that vest as set forth above, become “Vested Units,” and all other PSUs shall be automatically forfeited, and neither the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything Company nor any Affiliate shall have any further obligations to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents Grantee with respect theretoto such forfeited PSUs. 3.4 The foregoing vesting schedules notwithstanding, shall be assumed by if the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and Grantee’s Continuous Service terminates for any dividend equivalents with respect thereto, shall be eligible to vest on reason at any time before the Vesting Date, subject the Grantee’s unvested PSUs shall be automatically forfeited upon such termination of Continuous Service, and neither the Company nor any Affiliate shall have any further obligations to the Employee’s continued employment with or provision of services Grantee under this Agreement. 3.5 Immediately prior to the Company or consummation of a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A as of the date of the Change Corporate Transaction described in ControlSection 2(q)(i), and in such instance such PRSUs shall be paid in cash in accordance with the terms (ii) or (iii) of the Plan or a Change of Control, the PSUs shall automatically vest in their entirety at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest target amount and shall be paid as of such moment become Vested Units; except to the extent provided this Agreement is Assumed, in Section 8 which case this Agreement shall continue to apply to the PSUs or any similar rights issued in lieu thereof in connection with such assumption. Adjustments shall be made to the event number of PSUs to reflect the effect of the Employee’s termination of employment or services following such Change in Control and prior to the Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelledCorporate Transaction.