Common use of Vesting Clause in Contracts

Vesting. 3.1 The Restricted Shares subject to this grant shall become unrestricted and fully vested on the _______ anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiaries. 3.2 If the Participant’s employment with the Company and/or its Subsidiaries terminates for any reason (other than due to Disability or death) prior to the vesting of all or any portion of the Restricted Shares awarded under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death or Disability, the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company.

Vesting. 3.1 The Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, and further provided that any additional conditions and performance goals set forth in Appendix A (attached hereto) have been satisfied, the Restricted Shares Stock Units will vest and no longer be subject to this grant shall become unrestricted and fully vested on any restrictions in accordance with the _______ anniversary following schedule: Upon completion of the Grant DatePerformance Period as described in Appendix A As provided in Appendix A Once vested, provided the Participant is then employed by the Company and/or one of its SubsidiariesRestricted Stock Units become "Vested Units." 3.2 If Except as provided in Sections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her Restricted Stock Units have vested, the Participant's unvested Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment Termination of Service occurs as a result of a Termination of Service by the Company without Cause, a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company and/or or any of its Subsidiaries terminates due to Subsidiaries. Upon the Participant's death or Disability, breach by the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date terms of any such terminationagreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.3.1 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause, the Restricted Stock Units shall immediately become vested based on Target performance. 3.6 For purposes of this AgreementSection 3, “DisabilityRetirement” with respect to a Participant means disability as defined his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. 3.7 If the Participant’s then effective employment agreementTermination of Service occurs as a result of Participant’s death or Disability (as defined below), or if a pro-rated portion of the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under Restricted Stock Units shall immediately become vested at Target Performance Level (regardless of the Company’s long-term disability planperformance), based on the number of days during the Performance Period that the Participant was employed with, or providing services to, the Company, as applicable, provided the Participant (or Participant’s estate, if any. Subject applicable) executes and delivers a general release of claims in favor of the Company in a form satisfactory to the first sentence Company and such release becomes effective and non-revocable prior to the 90th day following the Participant’s Termination of Service date. For purposes of this Section 3.3.1, at any time that the Company does not maintain a long-term disability planparagraph only, “Disability” shall mean have the meaning given such term by Section 409A of Code, which generally provides that “Disability” of a Participant means either (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental disability which is determined impairment that can be expected to result in death or can be total expected to last for a continuous period of not less than 12 months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and permanent by a physician selected in good faith by health plan covering the employees of the Company, provided, however, that nothing contained herein shall be construed as permitting a violation of the Americans with Disabilities Act or similar law prohibiting discrimination on the basis of a disability.

Vesting. 3.1 The Restricted Shares subject (a) Except to the extent earlier forfeited or vested pursuant to this grant Section 4 or in the event of a Change in Control, the Award shall become unrestricted and fully vested vest on the _______ third anniversary of the Grant Date, provided . (b) If the Participant is then employed Holder’s employment by the Company and/or one terminates by reason of retirement with the consent of the Company, or terminates by reason of the Holder’s death or disability, the Award shall become fully vested as of the effective date of the Holder’s termination of employment or the date of death, as the case may be, provided that if such termination of employment is by reason of retirement and the Holder executes a release in connection with such retirement that provides for a period in which such release may be revoked, the Award shall become fully vested upon the expiration of such revocation period if the Holder has not revoked such release and, provided further, that the Award shall not become fully vested if the Holder has revoked such release.. (c) If the Holder’s employment by the Company is terminated by the Company for Cause, the portion of the Award which is not vested as of the effective date of the Holder’s termination of employment shall be forfeited by the Holder and shall be transferred, without payment of any consideration to the Holder, to the Company (or its Subsidiariesassignee or nominee). 3.2 (d) If the ParticipantHolder’s employment with by the Company and/or its Subsidiaries terminates for any reason other than a reason specified in Section 4(b) or 4(c) hereof, the portion of the Award which is not vested as of the effective date of the Holder’s termination of employment shall be forfeited by the Holder and shall be transferred, without payment of any consideration to the Holder, to the Company (or its assignee or nominee); provided, however, that the Committee may, in its discretion, make a determination that part or all of such unvested portion of the Award shall become fully vested as of the effective date of the Holder’s termination of employment. (e) As used herein, “Cause” shall mean a determination by the Company that the Holder has (i) willfully and continuously failed to substantially perform the duties assigned by the Company or a Subsidiary with which the Holder is employed (other than due to Disability or deatha failure resulting from the Holder’s disability), (ii) prior willfully engaged in conduct which is demonstrably injurious to the vesting of all Company or any portion Subsidiary, monetarily or otherwise, including conduct that, in the reasonable judgment of the Restricted Shares awarded under this AgreementCompany, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall does not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due conform to the Participant's death or Disability, the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as standard of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability planexecutives or employees, if any. Subject or (iii) engaged in any act of dishonesty, the commission of a felony or a significant violation of any statutory or common law duty of loyalty to the first sentence of this Section 3.3.1, at Company or any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the CompanySubsidiary.

Vesting. 3.1 The Restricted Shares Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service prior to the end of the Performance Period set forth on Exhibit A (attached hereto), and further provided that any additional conditions and performance goals set forth in Exhibit A have been satisfied, the OP Profits Units will vest and no longer be subject to this grant any restrictions. Once vested, the OP Profits Units become “Vested OP Profits Units.” Any OP Profits Units that do not become Vested OP Profits Units shall become unrestricted and fully vested on the _______ anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiariesbe automatically forfeited. 3.2 If Except as provided in Sections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her OP Profits Units have vested, the Participant's unvested OP Profits Units shall be automatically forfeited and none of the Company, any Subsidiary or the Partnership shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with Termination of Service occurs as a result of a Termination of Service by the Company and/or its Subsidiaries terminates due to the Participant's death without Cause or Disability, a Termination of Service by the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed Good Reason (as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as term is defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective written employment agreement with the Company), a pro-rated portion of the OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement (including the restrictions set forth herein, if applicable) with the Company which defines disabilityor any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligation to the Participant under this Agreement. 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement (including the restrictions set forth herein, if applicable) with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or by the Participant for Good Reason (as such term is defined in the Participant’s written employment agreement with the Company), the OP Profits Units shall immediately become vested based on Target performance. 3.6 For purposes of this Section 3, “DisabilityRetirement” with respect to a Participant means disability his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. 3.7 If the Participant’s Termination of Service occurs as determined by a result of Participant’s death or Disability (as defined below), a pro-rated portion of the Board in accordance with standards and procedures similar to those under OP Profits Units shall immediately become vested at Target Performance Level (regardless of the Company’s long-term disability planperformance), based on the number of days during the Performance Period that the Participant was employed with the Company, as applicable, provided the Participant (or Participant’s estate, if any. Subject applicable) executes and delivers a general release of claims in favor of the Company in a form satisfactory to the first sentence Company and such release becomes effective and non-revocable prior to the 90th day following the Participant’s Termination of Service date. For purposes of this Section 3.3.1, at any time that the Company does not maintain a long-term disability planparagraph only, “Disability” shall mean have the meaning given such term by Section 409A of Code, which generally provides that “Disability” of a Participant means either (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental disability which is determined impairment that can be expected to result in death or can be total expected to last for a continuous period of not less than 12 months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and permanent by a physician selected in good faith by health plan covering the employees of the Company, provided, however, that nothing contained herein shall be construed as permitting a violation of the Americans with Disabilities Act or similar law prohibiting discrimination on the basis of a disability.

Vesting. 3.1 The Restricted Shares restrictions on transfer set forth in Section 2(b) hereof shall lapse as follows, subject to this grant shall become unrestricted and fully vested on the _______ anniversary continued employment of Participant by the Grant Date, provided the Company: Provided a Participant is then remains continuously employed by the Company and/or one until the consummation of its Subsidiaries. 3.2 If an Initial Public Offering, 25% of the Restricted Securities shall be vested as of the Date of Grant. In addition, provided, the Participant has remained continuously employed by the Company, or, following the consummation of the Brookdale Senior Living Transaction, any successor to the Company, as of each such date, 25% of the remaining 75% of the Restricted Securities shall vest at the end of the third, fourth and fifth years following the Date of Grant; provided that, upon the occurrence of a Change in Control, 100% of the Restricted Securities that are not vested at that time shall immediately vest. Upon any termination of the Participant’s 's employment with the Company and/or its Subsidiaries terminates for any reason (other than due to Disability or death) prior to the vesting occurrence of all or an Initial Public Offering, any portion Restricted Securities pursuant to this Restricted Securities Agreement shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company on a pro-rata basis without consideration of any kind and neither the Participant nor any of the Restricted Shares awarded under this AgreementParticipant's successors, such Restricted Shares heirs, assigns, or personal representatives shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit thereafter have any further rights or interests in and with respect to any such Restricted SharesSecurities. The Board or From and following the Committeeoccurrence of an Initial Public Offering, in its sole discretion, may determine, prior to or within ninety (90) days after the date upon termination of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s 's employment with the Company and/or its Subsidiaries terminates due other than termination by the Company (or any successor) without Cause or by the Participant for Good Reason, any Restricted Securities as to which the restrictions on transferability described in this Section shall not already have lapsed shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's death successors, heirs, assigns, or Disabilitypersonal representatives shall thereafter have any further rights or interests in such Restricted Securities. Notwithstanding the foregoing, if the Participant's employment is terminated by the Company (or its successor) without Cause or by the Participant for Good Reason, then the Participant shall become vested immediately vest in the percentage of Restricted Shares awarded under this Agreement to Securities that would have vested on the extent, if any, that anniversary of the vesting period for a particular Award has been completed as Date of Grant next following the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability planor, if any. Subject to that percentage is zero, then the first sentence percentage of this Section 3.3.1, at any time Restricted Securities that would have vested on the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability anniversary of the Date of Grant following the date of such termination for which the vesting percentage is determined to be total and permanent by a physician selected in good faith by the Companygreater than zero.

Vesting. 3.1 The Restricted Shares subject to this Deferred Units will vest as follows: 1. The Deferred Units underlying the Sign-On Grant will vest 100% on the fifth anniversary of the Start Date (with no partial period vesting); 2. The Deferred Units underlying the Make-Whole Grant will vest and any restrictions shall lapse in accordance with the vesting schedule of the Forfeited Equity (as set forth on Schedule A); and 3. The Deferred Units underlying the 2008 Equity Bonus Grant will vest such that 20% vest upon each of the first, second, third, fourth and fifth anniversaries of the grant date; provided that if the 2008 Equity Bonus Grant is granted on the date set forth in clause (B) or clause (C) of paragraph (ii) above, then the Deferred Units underlying the 2008 Equity Bonus Grant shall become unrestricted and fully be 100% vested on the _______ anniversary applicable date of the Grant Date, provided the Participant is then employed by the Company and/or one grant. The unvested portion of its Subsidiaries. 3.2 If the Participant’s employment with the Company and/or its Subsidiaries terminates your Awards will be terminated and will be null and void (and cease to represent a right to receive Partnership Units) once you are no longer an SMD of Blackstone for any reason (other than due to Disability or death) prior to reason, except that the vesting of all or any then-outstanding, but unvested portion of the Restricted Shares awarded under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant your Awards will become fully vested (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any not subject to call rights or interests repurchase rights, except as described in and with respect to any such Restricted Shares. The Board Section 3(c)(v) below or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death or Disability, the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extentNon-Competition Agreement) if (i) your service with Blackstone is terminated by Blackstone without Cause or as a result of your death, if any, that the vesting period for permanent disability or (ii) there is a particular Award has been completed as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability Change in Control (as defined in the Participant’s then effective employment agreement, or if partnership agreements of Blackstone Holdings). The unvested portion of your Award (and any vested Deferred Units which have been retained and not yet delivered to you pursuant to Section 3(c)(iv) below) will also be terminated and be null and void upon the Participant is not then a party to an effective employment agreement termination of your service with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the CompanyBlackstone for Cause.

Vesting. 3.1 The (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Shares Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this grant Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. (b) In the event the Participant dies or terminates employment on account of Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s, or the Participant’s estate’s or beneficiaries’ in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or had his employment terminated on account of Disability. Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the application of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability. (c) In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred (and before the Restricted Share Units otherwise have become vested under Section 3(a) or (b)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s rights to such vested amount of Restricted Share Units shall become unrestricted and fully vested on the _______ anniversary nonforfeitable as of the Grant Date, provided date on which the Participant is then employed by Participant’s employment with or service to the Company and/or one of its Subsidiariesis terminated. 3.2 If (d) Except as provided in Section 3(b) or (c) above or in Section 4.4(a) of the Employment Agreement, if the Participant’s employment with the Company and/or its Subsidiaries terminates for any reason (other than due to Disability or death) prior to the vesting of all or any portion expiration of the Restricted Shares awarded under this AgreementPerformance Period, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s then-unvested Restricted Shares Share Units shall be canceled immediately and shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due payable to the Participant's death or Disability, the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company.

Vesting. 3.1 The Except as provided in paragraph 2(d), the Participant’s interest in the Restricted Shares Stock Units shall vest and become non-forfeitable, so long as the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award, with respect to 50% of the shares of Common Stock subject to this grant Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become unrestricted and fully vested on the _______ first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Grant DateDate of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant is then employed by remains in the continuous employ of the Company and/or one or an Affiliate from the Date of its Subsidiaries. 3.2 If the Award until the occurrence of such earliest event. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and the Participant shall have no further rights with respect to the Restricted Stock Units, upon the termination of the Participant’s employment with the Company and/or and its Subsidiaries terminates for any reason (Affiliates other than due with respect to Disability or death) prior to the vesting Restricted Stock Units that become vested as a result of all or any portion of the Restricted Shares awarded under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary death or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date termination of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death or on account of Disability, the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company.

Vesting. 3.1 The Restricted Shares Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service prior to the end of the Performance Period set forth on Exhibit A (attached hereto), and further provided that any additional conditions and performance goals set forth in Exhibit A have been satisfied, the OP Profits Units will vest and no longer be subject to this grant any restrictions. Once vested, the OP Profits Units become “Vested OP Profits Units.” Any OP Profits Units that do not become Vested OP Profits Units shall become unrestricted and fully vested on the _______ anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiariesbe automatically forfeited. 3.2 If Except as provided in Sections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her OP Profits Units have vested, the Participant's unvested OP Profits Units shall be automatically forfeited and none of the Company, any Subsidiary or the Partnership shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Americold Executive Severance Benefits Plan), a pro-rated portion of the OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement (including the restrictions set forth herein, if applicable) with the Company and/or or any of its Subsidiaries terminates due to Subsidiaries. Upon the Participant's death or Disability, breach by the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date terms of any such terminationagreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligation to the Participant under this Agreement. 3.3.1 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement (including the restrictions set forth herein, if applicable) with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or by the Participant for Good Reason (as such term is defined in the Americold Executive Severance Benefits Plan), the OP Profits Units shall immediately become vested based on Target performance. 3.6 For purposes of this AgreementSection 3, “DisabilityRetirement” with respect to a Participant means disability as defined his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. 3.7 If the Participant’s then effective employment agreementTermination of Service occurs as a result of Participant’s death or Disability (as defined below), or if a pro-rated portion of the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under OP Profits Units shall immediately become vested at Target Performance Level (regardless of the Company’s long-term disability planperformance), based on the number of days during the Performance Period that the Participant was employed with the Company, as applicable, provided the Participant (or Participant’s estate, if any. Subject applicable) executes and delivers a general release of claims in favor of the Company in a form satisfactory to the first sentence Company and such release becomes effective and non-revocable prior to the 90th day following the Participant’s Termination of Service date. For purposes of this Section 3.3.1, at any time that the Company does not maintain a long-term disability planparagraph only, “Disability” shall mean have the meaning given such term by Section 409A of Code, which generally provides that “Disability” of a Participant means either (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental disability which is determined impairment that can be expected to result in death or can be total expected to last for a continuous period of not less than 12 months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and permanent by a physician selected in good faith by health plan covering the employees of the Company, provided, however, that nothing contained herein shall be construed as permitting a violation of the Americans with Disabilities Act or similar law prohibiting discrimination on the basis of a disability.

Vesting. 3.1 The Restricted Shares Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service prior to the end of the Performance Period set forth on Exhibit A (attached hereto), and further provided that any additional conditions and performance goals set forth in Exhibit A have been satisfied, the OP Profits Units will vest and no longer be subject to this grant any restrictions. Once vested, the OP Profits Units become “Vested OP Profits Units.” Any OP Profits Units that do not become Vested OP Profits Units shall become unrestricted and fully vested on the _______ anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiariesbe automatically forfeited. 3.2 If Except as provided in Sections 3.3, 3.4, 3.5 and 3.7 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her OP Profits Units have vested, the Participant's unvested OP Profits Units shall be automatically forfeited and none of the Company, any Subsidiary or the Partnership shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Americold Logistics LLC Executive Severance Benefits Plan) or the Participant has met Retirement eligibility (as defined in Section 3.6), a pro-rated portion of the OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement (including the restrictions set forth herein, if applicable) with the Company and/or or any of its Subsidiaries terminates due to the Participant's death or Disability, Subsidiaries. If the Participant shall become vested has met the Enhanced Retirement eligibility (as defined in the Restricted Shares awarded under this Agreement to the extentSection 3.6), if any, that the vesting period for a particular Award has been completed as all of the date OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period. Upon the breach by the Participant of the terms of any such terminationagreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligation to the Participant under this Agreement. 3.3.1 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed with the Company, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement (including the restrictions set forth herein, if applicable) with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or by the Participant for Good Reason, the OP Profits Units shall immediately become vested based on the Target Performance level. 3.6 For purposes of this AgreementSection 3, “DisabilityRetirement” with respect to a Participant means his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant has attained the age of 65. For purposes of this Section 3, “Enhanced Retirement” means disability the Participant has continued to serve as defined in CEO until such time as the Board appointed a CEO to replace him. In each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. 3.7 If the Participant’s then effective employment agreementTermination of Service occurs as a result of Participant’s death or Disability (as defined below), or if a pro-rated portion of the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under OP Profits Units shall immediately become vested at Target Performance Level (regardless of the Company’s long-term disability planperformance), based on the number of days during the Performance Period that the Participant was employed with the Company, as applicable, provided the Participant (or Participant’s estate, if any. Subject applicable) executes and delivers a general release of claims in favor of the Company in a form satisfactory to the first sentence Company and such release becomes effective and non-revocable prior to the 90th day following the Participant’s Termination of Service date. For purposes of this Section 3.3.1, at any time that the Company does not maintain a long-term disability planparagraph only, “Disability” shall mean have the meaning given such term by Section 409A of Code, which generally provides that “Disability” of a Participant means either (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental disability which is determined impairment that can be expected to result in death or can be total expected to last for a continuous period of not less than 12 months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and permanent by a physician selected in good faith by health plan covering the employees of the Company, provided, however, that nothing contained herein shall be construed as permitting a violation of the Americans with Disabilities Act or similar law prohibiting discrimination on the basis of a disability.

Vesting. 3.1 The Restricted Shares Units shall vest quarterly over a two year period from the Grant Date in equal increments with the first vesting date being three months from the Grant Date, subject to this grant the Recipient continuing to perform services for the Company on each applicable vesting date. Vested Units shall become unrestricted and fully vested be paid out in the form of shares of the Company’s common stock (“Common Stock”) with delivery of the Common Stock to take place on the _______ second anniversary of the Grant Date (the “Delivery Date, provided the Participant is then employed by the ”). The Company and/or one of its Subsidiaries. 3.2 If the Participant’s employment with the Company and/or its Subsidiaries terminates for any reason (other than due to Disability or death) prior will issue to the vesting Recipient, in settlement of all the Units and subject to the provisions of Section 7 below, the number of whole shares of Common Stock that equals the number of whole Units that become vested (less any shares of Common Stock withheld to satisfy applicable tax withholding requirements), and the vested Units will cease to be outstanding upon your receipt of such shares of Common Stock. No fractional shares will be issued in settlement of Units. The Units shall fully vest upon a Change of Control (which means a change in the ownership or any effective control of the Company, or in the ownership of a substantial portion of the Restricted Shares awarded assets of the Company within the meaning of Treasury Regulation Section 1.409A-3(i)(5), as may be amended from time to time). Provided, however, any proposed merger with Tiger Media, Inc. shall not be deemed to be a Change of Control as long as Tiger Media, Inc. assumes the Units and the obligations under this Agreement, such Restricted Shares shall immediately be cancelled and . Termination of this Agreement and/or the Participant (and Recipient continuing to no longer perform services for the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares Company shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death or Disability, the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under affect the Company’s long-term disability plan, if any. Subject obligation to deliver vested Units to the first sentence Recipient in the form of this Common Stock. Common Stock deliverable as part of the vested Units shall be delivered to the Recipient upon the earlier of: (i) the Delivery Date; (ii) the Recipient ceases to perform services for the Company, provided such cessation of services constitutes a “separation from service” within the meaning of Section 3.3.1409A of Internal Revenue Code of 1986, at any time that as amended the Company does not maintain (the “Code”); or (iii) a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by Change of Control of the Company.

Vesting. 3.1 (a) The Restricted Ordinary Shares subject to this grant shall Agreement will become unrestricted and fully vested earned based on the _______ anniversary actual level of performance achieved with respect to the Performance Goals during the Performance Period on the terms set forth on Exhibit B and as determined by the Board and the earned Performance Share Units will become vested if the Participant satisfies the requirements of the Grant Date, provided Vesting Schedule set forth on Exhibit B. (b) If the Participant is then ceases to be employed by the Company and/or one or a subsidiary of its Subsidiaries. 3.2 If the Participant’s employment with the Company and/or its Subsidiaries terminates for any reason employing the Participant (other than due to Disability or deaththe “Employer”) prior to the vesting Vesting Date (as defined in Exhibit B) as a result of all a termination by the Employer without Cause (as defined below) or any portion of the Restricted Shares awarded under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estateresignation for Good Reason (as defined below), designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or as of the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death or DisabilityVesting Date, the Participant shall become vested in the Restricted Shares awarded under this Agreement be entitled to the extent, if any, that number of Performance Share Units earned pursuant to the vesting period for a particular Award has been completed Performance Goals as of the date of any such termination. 3.3.1 (c) If the Participant ceases to be employed by the Employer for any reason prior to the applicable Vesting Date, other than due to a termination without Cause or the Participant’s resignation for Good Reason, the Participant shall forfeit all Performance Share Units and the Participant will not have any rights with respect to Performance Share Units that have not yet become vested as of the date the Participant ceases to be employed by the Employer, irrespective of the level of achievement of the Performance Goals; provided, however, that if such termination is a result of the death or permanent disability of the Participant, the Performance Share Units shall not be forfeited and shall remain subject to vesting pursuant to the terms hereof and exercisable by the Participant or his or her estate, as the case may be. (d) For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with following terms have the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company.following meanings:

Vesting. 3.1 The Restricted Shares Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service prior to the end of the Performance Period set forth on Exhibit A (attached hereto), and further provided that any additional conditions and performance goals set forth in Exhibit A have been satisfied, the OP Profits Units will vest and no longer be subject to this grant any restrictions. Once vested, the OP Profits Units become “Vested OP Profits Units.” Any OP Profits Units that do not become Vested OP Profits Units shall become unrestricted and fully vested on the _______ anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiariesbe automatically forfeited. 3.2 If Except as provided in Sections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her OP Profits Units have vested, the Participant's unvested OP Profits Units shall be automatically forfeited and none of the Company, any Subsidiary or the Partnership shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Americold Executive Severance Benefits Plan), a pro-rated portion of the OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement (including the restrictions set forth herein, if applicable) with the Company and/or or any of its Subsidiaries terminates due to Subsidiaries. Upon the Participant's death or Disability, breach by the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date terms of any such terminationagreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligation to the Participant under this Agreement. 3.3.1 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement (including the restrictions set forth herein, if applicable) with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or by the Participant for Good Reason (as such term is defined in the Americold Executive Severance Benefits Plan), the OP Profits Units shall immediately become vested based on Target performance. 3.6 For purposes of this AgreementSection 3, “DisabilityRetirement” with respect to a Participant means disability his or her election to effect a Termination of Service in connection with his retirement from continued employment and the Participant has attained the age of 65, or he has continued to serve as defined in CEO until such time as the Board has appointed a CEO to replace him. In each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. 3.7 If the Participant’s then effective employment agreementTermination of Service occurs as a result of Participant’s death or Disability (as defined below), or if a pro-rated portion of the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under OP Profits Units shall immediately become vested at Target Performance Level (regardless of the Company’s long-term disability planperformance), based on the number of days during the Performance Period that the Participant was employed with the Company, as applicable, provided the Participant (or Participant’s estate, if any. Subject applicable) executes and delivers a general release of claims in favor of the Company in a form satisfactory to the first sentence Company and such release becomes effective and non-revocable prior to the 90th day following the Participant’s Termination of Service date. For purposes of this Section 3.3.1, at any time that the Company does not maintain a long-term disability planparagraph only, “Disability” shall mean have the meaning given such term by Section 409A of Code, which generally provides that “Disability” of a Participant means either (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental disability which is determined impairment that can be expected to result in death or can be total expected to last for a continuous period of not less than 12 months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and permanent by a physician selected in good faith by health plan covering the employees of the Company, provided, however, that nothing contained herein shall be construed as permitting a violation of the Americans with Disabilities Act or similar law prohibiting discrimination on the basis of a disability.

Vesting. 3.1 The Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, and further provided that any additional conditions and performance goals set forth in Appendix A (attached hereto) have been satisfied, the Restricted Shares Stock Units will vest and no longer be subject to this grant shall become unrestricted and fully vested on any restrictions in accordance with the _______ anniversary following schedule: Upon completion of the Grant DatePerformance Period as described in Appendix A As provided in Appendix A Once vested, provided the Participant is then employed by the Company and/or one of its SubsidiariesRestricted Stock Units become "Vested Units." 3.2 If Except as provided in Sections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her Restricted Stock Units have vested, the Participant's unvested Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with Termination of Service occurs as a result of a Termination of Service by the Company and/or its Subsidiaries terminates due to the Participant's death without Cause or Disability, a Termination of Service by the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed Good Reason (as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as term is defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective written employment agreement with the Company), a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company which defines disabilityor any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Participant’s written employment agreement with the Company), the Restricted Stock Units shall immediately become vested based on Target performance. 3.6 For purposes of this Section 3, “DisabilityRetirement” with respect to a Participant means disability his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. 3.7 If the Participant’s Termination of Service occurs as determined by a result of Participant’s death or Disability (as defined below), a pro-rated portion of the Board in accordance with standards and procedures similar to those under Restricted Stock Units shall immediately become vested at Target Performance Level (regardless of the Company’s long-term disability planperformance), based on the number of days during the Performance Period that the Participant was employed with the Company, as applicable, provided the Participant (or Participant’s estate, if any. Subject applicable) executes and delivers a general release of claims in favor of the Company in a form satisfactory to the first sentence Company and such release becomes effective and non-revocable prior to the 90th day following the Participant’s Termination of Service date. For purposes of this Section 3.3.1, at any time that the Company does not maintain a long-term disability planparagraph only, “Disability” shall mean have the meaning given such term by Section 409A of Code, which generally provides that “Disability” of a Participant means either (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental disability which is determined impairment that can be expected to result in death or can be total expected to last for a continuous period of not less than 12 months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and permanent by a physician selected in good faith by health plan covering the employees of the Company, provided, however, that nothing contained herein shall be construed as permitting a violation of the Americans with Disabilities Act or similar law prohibiting discrimination on the basis of a disability.

Vesting. 3.1 The Restricted Issued Shares shall initially be unvested and subject to this grant shall become unrestricted and fully vested on the _______ anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiaries. 3.2 If the Participant’s employment ------- cancellation in accordance with the Company and/or its Subsidiaries terminates provisions of Paragraph C.2 hereof. The following vesting schedule shall be in effect for any reason (other than due to Disability or death) prior to the vesting of all or any portion of the Restricted Shares awarded under this Agreement, such Restricted Issued Shares: The Issued Shares shall immediately be cancelled and the Participant vest in three (and the 3) successive equal annual installments upon Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after 's completion of each year of Service over a three-year period measured from the date of any such terminationthis Agreement; provided, however, that all or a portion of any unvested shares shall automatically vest upon the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited.occurrence of: 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to (i) the Participant's cessation of Service by reason of normal retirement (age 65) or approved early retirement (age 55 plus 5 years Service), or (ii) the Participant's termination of Service by reason of death or Permanent Disability. Upon vesting, the Participant shall become acquire a fully-vested in interest in, and the Restricted transfer restrictions of Paragraph B hereof and the cancellation provisions of Paragraph C.2 hereof shall terminate with respect to, the vested Issued Shares. The vested Issued Shares awarded under this Agreement shall be released from escrow as soon as administratively practicable, subject to the extent, if any, that the vesting period for a particular Award has been completed as Corporation's collection of the date of any such termination. 3.3.1 applicable Withholding Taxes. For purposes of the vesting provisions of this AgreementParagraph C.1, “Disability” means disability as defined Service shall mean the Participant's performance of services for the Corporation (or any Parent or Subsidiary) in the Participant’s then effective employment agreementcapacity of an Employee or a non-employee member of the board of directors of any Subsidiary. Participant shall be deemed to cease such Service immediately upon the occurrence of either of the following events: (i) Participant no longer performs services in any of the foregoing capacities for the Corporation (or any Parent or Subsidiary) or (ii) the entity for which Participant performs such services ceases to remain a Parent or Subsidiary of the Corporation, even though Participant may subsequently continue to perform services for that entity. Service shall not be deemed to cease during a period of military leave, sick leave or if other personal leave approved by the Corporation; provided, however, that except to the extent otherwise required by law or expressly authorized by the Plan Administrator or the Corporation's written leave of absence policy, no Service credit shall be given for vesting purposes for any period the Participant is not then on a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence leave of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Companyabsence.

Vesting. 3.1 The Restricted Shares subject to this grant shall become unrestricted and fully vested based on the _______ anniversary passage of time according to the Grant Datevesting schedule set forth below, provided (i) in the case of employees, the Participant is then employed by the Company and/or one of its Subsidiaries or (ii) in the case of directors, the Participant continues to serve as a director of the Company and/or one of its Subsidiaries.: 3.2 If the Participant’s employment or service as a director with the Company and/or its Subsidiaries terminates for any reason (other than due to Disability Disability, as defined below, or death) prior to the vesting of all or any portion of the Restricted Shares awarded under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If In the event that the Participant’s employment or service as a director with the Company and/or its Subsidiaries terminates due to the Participant's death or Disability, the Board of Directors, in its sole discretion, may determine that the Participant shall become vested in all, or any portion thereof, of the Restricted Shares awarded to the Participant under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company.

Vesting. 3.1 The Except as otherwise provided in this Section 3, the Restricted Shares Stock subject to this grant shall become unrestricted and fully vested on the _______ anniversary [to be provided] of the Grant DateDate specified above, provided the Participant is then employed by the Company and/or one of its SubsidiariesSubsidiaries or Affiliates. 3.2 If Except as otherwise provided in this Section 3, if the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates for any reason (other than due to Disability or death) prior to the vesting of all or any portion of the Restricted Shares Stock awarded under this Agreement, such unvested Restricted Shares Stock shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such shares of Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeitedStock. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant's death or Disability, the Participant shall become vested in ’s Disability the Restricted Shares awarded under this Agreement Stock shall continue to vest on a regular schedule during the extent, if any, that the vesting period for of Disability regardless of a particular Award has been completed as of the date of any such termination. 3.3.1 termination event. For purposes of this Agreement, “Disability,” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with agreement, shall have the Company which defines disabilitysame meaning as in such employment agreement, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability planotherwise, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician doctor selected in good faith by the Company or the relevant Subsidiary or Affiliate. 3.4 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s death, the Restricted Stock shall become vested as of the date of any such termination. 3.5 If the Participant’s employment is terminated by the Company and/or its Subsidiaries or Affiliates at a time when such Participant is entitled to a severance payment over a period specified in such Participant’s employment agreement (if any) (the “Severance Period”) all Restricted Stock which would have vested had the Participant continued his or her employment during the Severance Period shall become immediately vested. 3.6 If the Participant's employer ceases to be an Affiliate or Subsidiary of the Company, that event shall be deemed to constitute a termination of employment under Section 3.2 above.

Vesting. 3.1 (a) The Restricted Grant Shares subject to this grant shall vest and become unrestricted non-forfeitable in accordance with the following schedule: (i) 250,000 Grant Shares shall vest if, on or before May 28, 2017, the Fair Market Value (as defined in the 2005 Stock Incentive Plan) of the Company’s Common Stock shall have exceeded $10.00 per share for 20 consecutive business days; and fully vested (ii) 250,000 Grant Shares shall vest, if on or before May 28, 2017, the _______ anniversary Fair Market Value (as defined in the 2005 Stock Incentive Plan) of the Company’s Common Stock shall have exceeded $12.00 per share for 20 consecutive business days; provided, however that all of the Grant DateShares shall immediately vest and become nonforfeitable upon the occurrence of a Change in Control (as defined in the Employment Agreement dated May 28, provided 2010, by and between the Participant Company and the Employee). (b) Notwithstanding the vesting schedule set forth above, such vesting schedule may be accelerated by the Board of Directors or the Compensation Committee of the Board of Directors (the “Committee”) in their sole decision. (c) Upon the vesting date the earned portion of the Grant Shares shall be issued to the Employee in accordance with the Plan and the terms hereof including Section 3 below. (d) If the Employee is then employed terminated by the Company and/or one of or its Subsidiaries for Cause (as defined in the Plan) or voluntarily terminates employment by the Company or its Subsidiaries. 3.2 If the Participant’s employment with the Company and/or its Subsidiaries terminates for any reason (other than due to Disability or death) , prior to the satisfaction of the vesting of all or any provisions set forth above, no further portion of the Restricted Grant Shares awarded under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death or Disability, the Participant shall become vested in the Restricted Shares awarded under pursuant to this Agreement to the extent, if any, that the vesting period for a particular Award has been completed and such unvested Grant Shares shall be forfeited effective as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined Employee ceases to be total and permanent by a physician selected in good faith so employed by the Company. (e) Nothing in the Plan or this Agreement shall confer on Employee any right to continue in the employ of, or other relationship with, the Company or any Subsidiary of the Company, or limit in any way the right of the Company or any Affiliate or Subsidiary of the Company to terminate Employee’s employment or other relationship at any time, with or without Cause. This Agreement does not constitute an employment contract. This Agreement does not guarantee employment for the length of time of the vesting schedule set forth in Section 2(a) hereof or for any portion thereof.

Vesting. 3.1 The Except as otherwise provided in this Section 3, the Restricted Shares Stock subject to this grant shall become unrestricted and fully vested pro rata on each of the _______ anniversary first three anniversaries of the Grant DateDate specified above (one-third of the total grant per year), provided the Participant is then employed by the Company and/or one of its SubsidiariesSubsidiaries or Affiliates. 3.2 If Except as otherwise provided in this Section 3, if the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates for any reason (other than due to Disability or death) prior to the vesting of all or any portion of the Restricted Shares Stock awarded under this Agreement, such unvested portion of the Restricted Shares Stock shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such shares of Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeitedStock. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant's death or Disability, the Participant shall become vested in ’s Disability the Restricted Shares awarded under this Agreement Stock shall continue to vest on a regular schedule during the extent, if any, that the vesting period for of Disability regardless of a particular Award has been completed as of the date of any such termination. 3.3.1 termination event. For purposes of this Agreement, “Disability,” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with agreement, shall have the Company which defines disabilitysame meaning as in such employment agreement, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability planotherwise, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician doctor selected in good faith by the Company or the relevant Subsidiary or Affiliate. 3.4 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s death, the Restricted Stock shall become vested as of the date of any such termination. 3.5 If the Participant’s employment is terminated by the Company and/or its Subsidiaries or Affiliates at a time when such Participant is entitled to a severance payment over a period specified in such Participant’s employment agreement (if any) (the “Severance Period”) all Restricted Stock which would have vested had the Participant continued his or her employment during the Severance Period shall become immediately vested. 3.6 If the Participant's employer ceases to be an Affiliate or Subsidiary of the Company, that event shall be deemed to constitute a termination of employment under Section 3.2 above.

Vesting. 3.1 The Restricted Shares subject to this grant shall become unrestricted and fully vested on the _______ fourth anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiaries [or serves as a director of the Company and/or one of its Subsidiaries.] 3.2 If the Participant’s employment with the Company and/or its Subsidiaries terminates for any reason (other than due to Disability Disability, Retirement or death) prior to the vesting of all or any portion of the Restricted Shares awarded under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death death, Disability or DisabilityRetirement, the Participant shall become 100% vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date of any such termination. 3.3.1 [For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company.

Vesting. 3.1 The Restricted Shares Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, the OP Profits Units will vest and no longer be subject to this grant shall become unrestricted and fully vested on any restrictions in accordance with the _______ anniversary of the following schedule: [1-yr from Grant Date] 33.33% [2-yr from Grant Date] 33.33% [3-yr from Grant Date] 33.34% Once vested, provided the Participant is then employed by the Company and/or one of its SubsidiariesOP Profits Units become “Vested OP Profits Units.” 3.2 If Except as provided in Sections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her OP Profits Units have vested, the Participant's unvested OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with Termination of Service occurs as a result of a Termination of Service by the Company and/or its Subsidiaries terminates due to the Participant's death without Cause or Disability, a Termination of Service by the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed Good Reason (as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as term is defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective written employment agreement with the Company), any OP Profits Units which would have vested on the next scheduled vesting date (as provided in Section 3.1 above) following the Termination of Service date shall immediately become vested. 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), the OP Profits Units shall remain outstanding and eligible to vest on the scheduled vesting date(s) (as provided in Section 3.1 above), following the Termination of Service Date, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company which defines disability, “Disability” means disability as determined or any of its Subsidiaries. Upon the breach by the Board Participant of the terms of any such agreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in accordance Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Participant’s written employment agreement with standards and procedures similar to those under the Company’s long-term disability plan), if any. Subject to any OP Profits Units which remain unvested at the first sentence time of such Termination of Service shall immediately become vested. 3.6 For purposes of this Section 3.3.13, at any time “Retirement” with respect to a Participant means his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that no facts, circumstances or events exist which would give the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined basis to be total and permanent by effect a physician selected in good faith by the CompanyTermination of Service for Cause.

Vesting. 3.1 The (a) Unless and until the Performance Criteria have been satisfied as set forth in Section 3(b) with respect to Restricted Shares, or the Restricted Shares otherwise vest pursuant to Section 3(c) or (d), (i) the Participant shall not be entitled to delivery of stock certificates evidencing the Restricted Shares, (ii) any book-entry confirmations evidencing the Restricted Shares shall bear a legend setting forth the restrictions imposed thereon, (iii) the Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, and (iv) the Participant's rights to Restricted Shares shall be forfeitable as provided in this Section 3. (b) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Shares awarded under this Agreement, as calculated in accordance with Section 4, and the Participant's rights to such vested Restricted Shares shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(e) below. [Except as provided in Section [3(c) or (d) below,] to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any Restricted Shares awarded under this grant Agreement that do not vest, as calculated in accordance with Section 4, shall be forfeited by the Participant and all rights of the Participant to such unvested Restricted Shares shall terminate without further obligation on the part of the Company.] Prior to the lapse of the restrictions set forth in Section 3(a), the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (c) [In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in the ________ Restricted Shares granted under Section 2 of this Agreement [(and, for the avoidance of doubt, no additional Restricted Shares in which the Participant may have been entitled to vest in accordance with the Performance Criteria)] and the Participant's rights to such vested Restricted Shares shall become unrestricted nonforfeitable as of the date of death or termination of employment on account of a Disability.] (d) [In the event the Participant's employment with or service to the Company or any of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and fully before the Restricted Shares have become vested on under Section 3(b) or (c), the Participant shall vest in the _______ anniversary Restricted Shares granted under Section 2 of this Agreement [(and, for the avoidance of doubt, no additional Restricted Shares in which the Participant may have been entitled to vest in accordance with the Performance Criteria)] and the Participant's rights to such vested Restricted Shares shall become nonforfeitable as of the Grant Date, provided date on which the Participant is then employed by Participant's employment with or service to the Company and/or one of its Subsidiariesis terminated.] 3.2 If (e) [Except as provided in Section [3(c) or (d)] above], if the Participant’s 's employment with the Company and/or its Subsidiaries terminates for any reason (other than due to Disability or death) prior to the vesting of all or any portion expiration of the Restricted Shares awarded under this AgreementPerformance Period, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s then-unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death or Disability, forfeited by the Participant shall become vested in and all rights of the Participant to such unvested Restricted Shares awarded under this Agreement to shall terminate without further obligation on the extent, if any, that the vesting period for a particular Award has been completed as part of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company.]

Vesting. 3.1 3.1. The Restricted Shares Stock Unit subject to this grant shall become unrestricted and fully vested on the _______ anniversary [to be provided] of the Grant DateDate specified above, provided the Participant is then employed by the Company and/or one of its SubsidiariesSubsidiaries or Affiliates. 3.2 If 3.2. Except as otherwise provided in this Section 3, if the Participant’s employment with the Company and/or and its Subsidiaries and Affiliates terminates for any reason (other than due to Disability or death) prior to the full vesting of all or any portion of the Restricted Shares Stock Units awarded under this Agreement, such unvested Restricted Shares Stock Units shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeitedStock Units. 3.3 3.3. If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant's death or Disability, the Participant shall become vested in ’s Disability the Restricted Shares awarded under this Agreement Stock Units shall continue to vest on a regular schedule during the extent, if any, that the vesting period for of Disability regardless of a particular Award has been completed as of the date of any such termination. 3.3.1 termination event. For purposes of this Agreement, “Disability,” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with agreement, shall have the Company which defines disabilitysame meaning as in such employment agreement, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability planotherwise, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician doctor selected in good faith by the Company or the relevant Subsidiary of Affiliate. 3.4. If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s death, the Restricted Stock Units shall become vested as of the date of any such termination. 3.5. If the Participant’s employment is terminated by the Company and/or its Subsidiaries or Affiliates at a time when such Participant is entitled to a severance payment over a period specified in such Participant’s employment agreement (if any) (the “Severance Period”) all Restricted Stock Units which would have vested had the Participant continued his or her employment during the Severance Period shall become immediately vested. 3.6. If the Participant’s employer ceases to be an Affiliate or Subsidiary of the Company, that event shall be deemed to constitute a termination of employment under Section 3.2 above.

Vesting. 3.1 The Restricted Shares subject (a) Subject to this grant shall become unrestricted and fully vested on the _______ anniversary of the Grant Date, provided the Participant is then employed Participant’s continued employment by the Company and/or one or any of its SubsidiariesAffiliates through December 31, [YEAR 3], (the “Specified Date”), the Banked Units shall vest on the Specified Date. 3.2 (b) In the event the Participant’s employment terminates by reason of (i) Disability, (ii) death, (iii) Non-Approved Retirement, or (iv) by the Company without Cause other than within two years following a Change in Control, then such Participant’s previously Banked Units and those Banked Units determined in accordance with Section 2(h) will vest and be delivered to the Participant in accordance with Section 4. (c) In the event the Participant’s cessation of employment occurs by reason of Approved Retirement, then all of the Participant’s previously Banked Units and those Banked Units determined in accordance with Section 2(i) will vest and be delivered to the Participant in accordance with Section 4. (d) If prior to the date the Units otherwise vest and within two years following a Change in Control the Participant’s employment is terminated either by the Company without Cause or by the Participant due to a resignation with Good Reason, any of the Participant’s then outstanding previously Banked Units will vest immediately prior to such event and will be delivered to the Participant in accordance with Section 4. For avoidance of doubt, this section will not apply if the Participant has satisfied the conditions for Approved Retirement or Non-Approved Retirement as of the date of the Participant’s termination (in that case, Section 3(b)(iii) or 3(c) will apply, as applicable). (e) Upon a cessation of the Participant’s employment with the Company and/or or any of its Subsidiaries terminates for Affiliates, any reason (other than due to Disability Target Unit or death) Banked Unit that has not become vested on or prior to the vesting effective date of all such cessation and any Unit that does not specifically vest pursuant to Section 3(b), 3(c) or any portion of the Restricted Shares awarded under this Agreement3(d) will then be forfeited immediately and automatically, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any will have no further rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeitedthereto. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death or Disability, the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period (f) Solely for a particular Award has been completed as of the date of any such termination. 3.3.1 For purposes of this Agreement, (x) employment with the Company will be deemed to include employment with an Affiliate, but only during the period of such affiliation, and (y) the Participant will be deemed to be in “Disabilitycontinued employment” means disability as defined or “continuous employment” during temporary absences from active employment due to vacation or sick leave taken in accordance with Company policies or other approved leaves of absence. (g) The application of Sections 3(b)(iii), 3(b)(iv), 3(c) and 3(d), is in each case, conditioned on (i) the Participant’s then execution and delivery to the Company of a general release of claims against the Company and its affiliates in a form prescribed by the Company, and (ii) such release becoming irrevocable within 60 days following the cessation of the Participant’s employment or such shorter period specified by the Company. For avoidance of doubt, if this release requirement is not timely satisfied, all the Units will be forfeited as of the effective date of the cessation of the Participant’s employment agreementand the Participant will have no further rights with respect thereto. (h) Notwithstanding anything else herein to the contrary, if the Participant’s employment is terminated by the Company for Cause (or if the Participant is not then resigns at a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that a Cause basis for termination exists), then the Company does Participant will forfeit immediately and automatically all Units (whether or not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total otherwise earned) and permanent by a physician selected in good faith by the Companywill have no further rights hereunder.

Vesting. 3.1 The Subject to the Participant’s continued compliance with the provisions of Section 8 of the Employment Agreement, the Restricted Shares subject Stock Units granted hereunder will vest and become nonforfeitable with respect to this grant shall become unrestricted and fully vested 100% of the Award on the _______ earliest to occur of the following dates (i) the third anniversary of the Grant Award Date, provided that the Participant is then employed by remains in continuous employment with the Company and/or or one of its Subsidiaries. 3.2 If Affiliates through such date, (ii) if the Participant’s employment with the Company and/or and its Subsidiaries Affiliates terminates before the third anniversary of the Award Date due to death, Disability, a termination by the Company for any reason (other than due to Disability for Cause, or deatha termination by the Participant for Good Reason, the first business day following the Release Deadline as provided in Section 4(a), Section 4(b), Section 4(c), or Section 5(b) of the Employment Agreement, as applicable; provided that the Participant has timely executed a Release and the period during which such Release may be revoked has expired prior to the vesting Release Deadline, and (iii) in the event of all or any portion a Change in Control (as defined in the Employment Agreement) that occurs prior to the third anniversary of the Restricted Shares awarded under this Award Date, the date provided in Section 5(a)(ii) of the Employment Agreement, such subject to the conditions therein. The date on which the Restricted Shares shall immediately be cancelled Stock Units become vested and non-forfeitable pursuant to this Section 2(a) is hereinafter referred to as the “Vesting Date.” For purposes of clarity, if the Participant (and terminates his employment without Good Reason prior to the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board Vesting Date or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If Company terminates the Participant’s employment with for Cause, the Company and/or its Subsidiaries terminates due to Restricted Stock Units shall be forfeited immediately upon the Participant's death or Disability, Date of Termination and the Participant shall become vested in the have no further rights with respect to such Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date of any such terminationStock Units. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company.

Vesting. 3.1 The Restricted Shares subject to this grant shares shall become unrestricted and fully vested on vest as set forth in the _______ anniversary Notice of Grant; provided that (i) the shares shall vest immediately upon the death or Disability of the Grant Date, provided the Participant is then while employed by the Company and/or one or any Affiliate, and (ii) in the event of its Subsidiaries. 3.2 If the Participant’s employment with the Company and/or its Subsidiaries terminates for Retirement then (A) any reason (other than due to Disability or death) service-based vesting requirement shall be deemed fully satisfied if such Restricted Stock Award was made at least one full year prior to such termination of employment and (B) to the extent performance vesting of all or any portion goals are established in respect of the Restricted Shares awarded under this Agreementshares, any shares as to which the restrictions on transferability shall not already have lapsed shall vest at the end of the performance period to the extent the performance vesting goals are satisfied; provided, to the extent (1) such performance vesting goals are not satisfied at the end of the performance period, or (2) the Committee determines before the end of the performance period such performance vesting goals will not be attained, such Restricted Shares shall immediately shares will be cancelled and forfeited. For the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death or Disability, the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date of any such termination. 3.3.1 For purposes of this AgreementParagraph D, “Disability” means disability as defined in a physical or mental condition that qualifies the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s Grantee for long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain benefits under a long-term disability planplan maintained by the Company or an Affiliate employing the Grantee. For the purposes of this Paragraph D, “DisabilityRetirement” means voluntary termination of employment with the Company and all Affiliates after (i) attaining age 65, (ii) qualifying for Rule of 80 retirement (combined age and years of service totaling 80), or (iii) attaining age 55 and completing 10 Years of Service. For purposes of this Paragraph D, “Years of Service” means a Participant’s complete 12-month periods of continuous employment (excluding any periods in which the Participant incurs a break in service) with the Company and its Affiliates. A Participant’s Years of Service shall mean any physical or mental disability which is determined to be total and permanent include employment by a physician selected in good faith predecessor employer whose stock or substantially all of whose assets are acquired by the Company, as determined by the Committee or its designee. Upon vesting, as described above in this Paragraph D, and within thirty (30) days thereafter, the shares shall be released (paid) to the Participant free of the restrictions described in this Agreement.

Vesting. Executive EA - RSU Performance 3.1 The Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, and further provided that any additional conditions and performance goals set forth in Appendix A (attached hereto) have been satisfied, the Restricted Shares Stock Units will vest and no longer be subject to this grant shall become unrestricted and fully vested on any restrictions in accordance with the _______ anniversary following schedule: Upon completion of the Grant DatePerformance Period as described in Appendix A As provided in Appendix A Once vested, provided the Participant is then employed by the Company and/or one of its SubsidiariesRestricted Stock Units become "Vested Units." 3.2 If Except as provided in Sections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her Restricted Stock Units have vested, the Participant's unvested Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Americold Executive Severance Benefits Plan), a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company and/or or any of its Subsidiaries terminates due to Subsidiaries. Upon the Participant's death or Disability, breach by the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date terms of any such terminationagreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.3.1 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Americold Executive Severance Benefits Plan), the Restricted Stock Units shall immediately become vested based on Target performance. 3.6 For purposes of this AgreementSection 3, “DisabilityRetirement” with respect to a Participant means disability as defined his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. 3.7 If the Participant’s then effective employment agreementTermination of Service occurs as a result of Participant’s death or Disability (as defined below), or if a pro-rated portion of the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under Restricted Stock Units shall immediately become vested at Target Performance Level (regardless of the Company’s long-term disability planperformance), based on the number of days during the Performance Period that the Participant was employed with the Company, as applicable, provided the Participant (or Participant’s estate, if any. Subject applicable) executes and delivers a general release of claims in favor of the Company in a form satisfactory to the first sentence Company and such release becomes effective and non-revocable prior to the 90th day following the Participant’s Termination of Service date. For purposes of this Section 3.3.1, at any time that the Company does not maintain a long-term disability planparagraph only, “Disability” shall mean have the meaning given such term by Section 409A of Code, which generally provides that “Disability” of a Participant means either (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental disability which is determined impairment that can be expected to result in death or can be total expected to last for a continuous period of not less than 12 months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and permanent by a physician selected in good faith by health plan covering the employees of the Company, provided, however, that nothing contained herein shall be construed as permitting a violation of the Americans with Disabilities Act or similar law prohibiting discrimination on the basis of a disability.

Vesting. 3.1 The Restricted Shares Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, the OP Profits Units will vest and no longer be subject to this grant shall any restrictions in accordance with the following schedule: March 8, 2023 33.33% March 8, 2024 33.33% March 8, 2025 33.34% Once vested, the OP Profits Units become unrestricted and fully vested on the _______ anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiaries“Vested OP Profits Units.” 3.2 If Except as provided in Sections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her OP Profits Units have vested, the Participant's unvested OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Americold Logistics LLC Executive Severance Benefits Plan), any OP Profits Units which would have vested on the next scheduled vesting date (as provided in Section 3.1 above) following the Termination of Service date shall immediately become vested. 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), the OP Profits Units shall remain outstanding and eligible to vest on the scheduled vesting date(s) (as provided in Section 3.1 above), following the Termination of Service Date, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company and/or or any of its Subsidiaries terminates due to Subsidiaries. Upon the Participant's death or Disability, breach by the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date terms of any such terminationagreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.3.1 3.5 If, within the twenty-four (24) month period following a Change in Control (as such term is defined in the Americold Logistics LLC Executive Severance Benefits Plan), the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason, any OP Profits Units which remain unvested at the time of such Termination of Service shall immediately become vested. 3.6 For purposes of this AgreementSection 3, “DisabilityRetirement” with respect to a Participant means disability as defined his or her election to effect a Termination of Service in connection with his retirement from continued employment and the Participant’s then effective employment agreementParticipant has attained the age of 65, or if he has continued to serve as CEO until such time as the Participant is not then Board has appointed a party CEO to an effective employment agreement with replace him. In each case, provided that no facts, circumstances or events exist which would give the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar a basis to those under the Company’s long-term disability plan, if any. Subject to the first sentence effect a Termination of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the CompanyService for Cause.

Vesting. 3.1 The Restricted (a) Except as otherwise provided in this Section 3, shares of Unvested Performance Shares subject to this grant shall become unrestricted and fully vested vest on the Certification Date only if and to the extent (i) the Participant remains in Continuous Service through January 1, 20___, and (ii) the Company attains the performance goals during the performance period ending December 31, 20____ anniversary , as set forth on Appendix A hereto (the “Performance Objectives”). The Compensation Committee shall make its certification before March 15, 20___. No vesting shall occur for performance below Threshold and the full number of the Grant Dateshare shall vest for performance that is equal to or greater than Maximum, provided as set forth on Appendix A. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant is then employed by the Company and/or one of its Subsidiariesshall have no rights with respect to such Unvested Performance Shares. 3.2 If (b) In the event that the Participant’s employment is terminated as a result of death or Disability, at any time between the Grant Date and December 31, 20___, the Participant shall vest in the Performance Shares at Target (as set forth in Appendix A), regardless of whether the Performance Objectives are attained, with such vesting occurring as of the Company and/or its Subsidiaries day before the termination of employment. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (c) In the event the Participant’s employment terminates prior to December 31, 20___, by reason of the non-renewal of the Term of the Employment Agreement by the Company, whether at the end of the current Term or any extended Term of the Employment Agreement, to the extent the Performance Objectives are attained as set forth on Appendix A, the Participant shall be entitled to vest in the Performance Shares in a pro-rated amount based on the date of the Participant’s termination of employment, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (d) In the event the Participant’s employment terminates prior to December 31, 20___, by reason of the Company’s termination of the Participant without Cause or the Participant’s termination of employment for Good Reason, to the extent the Performance Objectives are attained as set forth on Appendix A, the Participant shall be entitled to vest in the Performance Shares in accordance with Section 3(a) above without any reason reduction or limitation as a result of said prior termination, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (other than due to Disability or deathe) In the event there is a Change of Control, as defined in the Plan, then the Participant shall vest in the Performance Shares at Target as of the effective date of any such Change of Control; provided that (i) if the Participant has previously been terminated from employment as described under Section 3(c) and the Change of Control occurs prior to the vesting of all or any portion unvested Performance Shares provided for under Section 3(c), the Participant shall vest in the Performance Shares in a pro-rated amount at Target based on the date of the Restricted Participant’s termination of employment, and any other rights in respect of the vesting of Unvested Performance Shares awarded under this Agreement, such Restricted Shares Section 3(c) shall immediately be cancelled and of no further force and effect, and (ii) if the Participant (has previously been terminated from employment as described under Section 3(d) and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, Change of Control occurs prior to or within ninety (90) days after the vesting of Unvested Performance Shares provided for under Section 3(d), then the Participant shall vest in the Performance Shares at Target as of the effective date of any such terminationChange of Control, that all or a portion and any other rights in respect of any the Participant’s unvested Restricted vesting of Unvested Performance Shares under Section 3(d) shall not be so cancelled and forfeitedof no further force and effect. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. 3.3 If (f) In the event the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death or Disability, the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period is terminated for a particular Award has been completed as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, Cause or if the Participant terminates his/her employment without Good Reason prior to December 31, 20___, all Unvested Performance Shares shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (g) Except as is not then a party provided in Section 9 of the Plan, any adjustment to an effective employment agreement with award of Performance Shares pursuant to Section 9 of the Company Plan shall not change the ratio of Unvested Performance Shares to Vested Performance Shares. (h) If the Participant is entitled to vest in a pro-rata portion of the Performance Shares, the number of shares of Unvested Performance Shares which defines disability, “Disability” means disability as vest shall be determined by multiplying the Board in accordance with standards number of shares eligible to vest based on attainment of Performance Objectives by a fraction, the numerator of which is the number of days elapsed between January 1, 20___, and procedures similar to those under the Company’s long-term disability plandate of the termination of employment, and the denominator of which is 1,096. For example, if any. Subject to the first sentence vesting based on attainment of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which Performance Objectives is determined to be total at Target and permanent the Participant completed 100 days of Continuous Service from January 1, 20___, the pro-rata vested amount would be equal to the number of shares vested at Target (as provided on Appendix A) times (100 divided by a physician selected in good faith by the Company1,096).

Vesting. 3.1 The Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, and further provided that any additional conditions and performance goals set forth in Appendix A (attached hereto) have been satisfied, the Restricted Shares Stock Units will vest and no longer be subject to this grant shall become unrestricted and fully vested on any restrictions in accordance with the _______ anniversary following schedule: Upon completion of the Grant DatePerformance Period as described in Appendix A As provided in Appendix A Once vested, provided the Participant is then employed by the Company and/or one of its SubsidiariesRestricted Stock Units become "Vested Units." 3.2 If Except as provided in Sections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her Restricted Stock Units have vested, the Participant's unvested Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with Termination of Service occurs as a result of a Termination of Service by the Company and/or its Subsidiaries terminates due to the Participant's death without Cause or Disability, a Termination of Service by the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed Good Reason (as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as term is defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective written employment agreement with the Company), a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company which defines disability, “Disability” means disability as determined or any of its Subsidiaries. Upon the breach by the Board Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in accordance Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Participant’s written employment agreement with standards and procedures similar to those under the Company’s long-term disability plan), if any. Subject to the first sentence Restricted Stock Units shall immediately become vested based on the Target Performance. 3.6 For purposes of this Section 3.3.13, at any time “Retirement” with respect to a Participant means his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that no facts, circumstances or events exist which would give the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined basis to be total and permanent by effect a physician selected in good faith by the CompanyTermination of Service for Cause.

Vesting. 3.1 The Restricted Shares subject to Award covered by this grant shall become unrestricted and fully vested on the _______ third (3rd) anniversary of the Grant Datedate of option grant, and then being one hundred percent (100%) vested, provided the Participant is then employed by the Company and/or one of its Subsidiaries or serves as a director of the Company and/or one of its Subsidiaries. 3.2 If the Participant’s employment with the Company and/or its Subsidiaries terminates for any reason (other than due to Disability Disability, Retirement or death) prior to the vesting of all or any portion of the Restricted Shares awarded under Award covered by this Agreement, such Restricted Shares unvested Award shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Sharesunvested Award. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares Award shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death death, Disability or DisabilityRetirement, the Participant shall become 100% vested in the Restricted Shares awarded Award granted under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company.

Vesting. 3.1 The Restricted Shares subject to this grant shall become unrestricted (a) Except as otherwise provided in subparagraphs (b), (c) and fully vested on the _______ anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiaries. 3.2 If the Participant’s employment with the Company and/or its Subsidiaries terminates for any reason (other than due to Disability or deathd) prior to the vesting of all or any portion of the Restricted Shares awarded under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death or Disabilitybelow, the Participant shall Service Provider will become vested in the Restricted Shares Performance Units awarded under pursuant to this Agreement three years after the Date of Grant (the “Restriction Period”) based on the achievement of performance goals with respect to the extentPartnership as described on the attached Exhibit A, provided the Service Provider does not incur a termination of employment or service with the Employer prior to the end of the Restriction Period. The amount payable with respect to the Service Provider’s Performance Units shall be determined by multiplying each Performance Unit granted (including any Additional Performance Units) by a payout performance multiplier of between fifty percent and two hundred percent (50%-200%) (the “Performance Multiplier”), which shall be determined pursuant to and based upon actual performance compared to the performance goals described on Exhibit A. (b) Except as otherwise provided in this Agreement, if anythe Service Provider terminates his or her employment or service with the Employer prior to the end of the Restriction Period, the Performance Units credited to the Service Provider’s Performance Unit Account that the vesting period for a particular Award has been completed have not vested as of the date of any such termination. 3.3.1 For purposes termination shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Service Provider terminates employment or service with the Employer on account of this Agreement, “Disability” means disability death or Disability (as defined in the ParticipantPlan), all of the Service Provider’s then effective unvested Performance Units shall vest and be paid immediately based on a payout performance multiplier of one hundred percent (100%). (c) If the Service Provider terminates employment agreementor service with the Employer as a result of a termination by the Employer without Cause (as defined in the Plan) of if a Change in Control (as defined in the Plan) occurs after the Date of Grant and while the Service Provider is employed by, or providing service to the Employer, the Performance Units will vest as follows: (i) if there are less than twelve months left prior to the end of the Restriction Period, the Performance Units credited to the Service Provider’s Performance Unit Account that have not vested will vest at the end of the Restriction Period at a multiple of the Performance Multiplier based on the actual performance results for the Restriction Period; and (ii) if there are twelve months or more left prior to the end of the Restriction Period, the Performance Units credited to the Service Provider’s Performance Unit Account that have not vested will vest on the date of the Service Provider’s termination of employment or service based on a payout multiplier of one hundred percent (100%). (d) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant is not then Service Provider ceases to be employed by, or provide service to, the Employer on account of a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined termination by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability planEmployer for Cause, if any. Subject any Performance Units credited to the first sentence Service Provider’s Performance Unit Account that have not been distributed pursuant to Paragraph 4 as of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” such date shall mean any physical or mental disability which is determined to be total immediately terminate and permanent by a physician selected in good faith by the Companybecome null and void.

Vesting. 3.1 The Restricted Shares subject to Executive will be vested in RSU's awarded hereunder only in accordance with the provisions of this grant shall become unrestricted and fully vested on subsection (b). (i) If the _______ anniversary Executive is still an employee of the Grant Date, provided the Participant is then employed by the Company and/or one (or any of its Subsidiaries. 3.2 If affiliates) on August 1, 2001, or if prior to August 1, 2001 the Participant’s Executive terminates employment with the Company and/or its Subsidiaries terminates for any reason because of involuntary termination by the Company without Cause, the Executive will be fully vested in all RSUs awarded hereunder. (other than due to Disability or deathii) prior to the vesting of all or any portion of the Restricted Shares awarded under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determineIf, prior to or within ninety (90) days after August 1, 2001, the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s Executive terminates employment with the Company and/or its Subsidiaries terminates due to because of the ParticipantExecutive's death or death, Disability, or voluntary termination of employment by the Participant Executive for Good Reason, the Executive shall become be vested in a fraction of the Restricted Shares awarded under this Agreement to total number of RSUs awarded. The numerator of the extentfraction will be the number of days between December 17, if any, that the vesting period for a particular Award has been completed as of 1997 and the date of the Executive's termination of employment, and the denominator will be 1323 (the total number of days between December 17, 1997 and August 1, 2001). Notwithstanding the foregoing, the Human Resources and Planning Committee of the Board (the "Committee", which shall include any successor committee of the Board performing the functions of the Human Resources and Planning Committee) may increase (but may not decrease) the number of RSUs that are vested upon any such termination. 3.3.1 For purposes of this Agreement(iii) If, “Disability” means disability as defined in prior to August 1, 2001, the Participant’s then effective Executive terminates employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined because of involuntary termination by the Board Company for Cause or voluntary termination of employment by the Executive without Good Reason, the Executive will not be vested in accordance any RSUs awarded, and all RSUs awarded to the Executive hereunder will be forfeited. (iv) If a Change-in-Control of the Company occurs prior to the termination of the Executive's employment with standards and procedures similar to those under the Company’s long, all RSUs will immediately become fully vested and will not thereafter be subject to forfeiture for any reason. For this purpose, a "Change-term disability plan, if any. Subject to the first sentence in-Control of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company" has the same definition as is found in Section 2 of the Restated Agreement (as in effect on the date hereof).

Vesting. 3.1 The Restricted Shares Except as otherwise provided in this Section 3, the Phantom Stock Units subject to this grant shall become unrestricted and fully vested pro rata on each of the _______ anniversary first four anniversaries of the Grant Date, provided the Participant is then employed by the Company and/or one of its SubsidiariesSubsidiaries or Affiliates. 3.2 If Except as otherwise provided in this Section 3, if the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates for any reason (other than due to Disability or death) prior to the vesting of all or any portion of the Restricted Shares Phantom Stock Units awarded under this Agreement, such Restricted Shares unvested Phantom Stock Units shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeitedPhantom Stock Units. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant's death or ’s Disability, the Participant any unvested Phantom Stock Units subject to this grant shall become unrestricted and vested in full immediately upon the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date of any such termination. 3.3.1 Participant’s termination date. For purposes of this Agreement, “Disability,” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with agreement, shall have the Company which defines disabilitysame meaning as in such employment agreement, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability planotherwise, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician doctor selected in good faith by the Company or the relevant Subsidiary or Affiliate. 3.4 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s death, any unvested Phantom Stock Units shall become vested as of the date of any such termination. 3.5 If, prior to the occurrence of a Change in Control, the Participant’s employment is terminated by the Company and/or its Subsidiaries or Affiliates, the Phantom Stock Units will become vested on a pro rata basis as defined herein if and only if the Participant is a Severance Eligible Participant; i.e., if the Participant is eligible for severance from the Company under the terms of: (a) the Participant’s employment agreement (if any); or (b) the terms of an applicable Company separation pay plan in force at the time of the Participant’s termination. The Phantom Stock Units of Severance Eligible Participants shall vest as follows: 3.5.1 A pro rata amount of any unvested Phantom Stock Units as described in Section 3.1 above shall vest in a percentage equal to: the number of full months in which the Participant was employed from the Grant Date to the Participant’s termination date, plus the number of full months in the Participant’s severance period (i.e., the number of months’ salary which constitute the Participant’s severance payments), divided by the number of full months between the Grant Date and the scheduled vesting date. The pro rata portion of the Phantom Stock Units shall vest immediately upon the Participant’s termination date. 3.6 If the Participant’s employment is terminated by the Company and/or its Subsidiaries or Affiliates for any reason other than “Cause” or if the Participant terminates employment with Company and/or its Subsidiaries or Affiliates for “Good Reason” (as such terms are defined herein), in each case at any time following the occurrence of a Change in Control, the Phantom Stock Units will become vested on a pro rata basis as defined herein. 3.6.1 A pro rata amount of any unvested Phantom Stock Units as described in this Section 3.6 shall vest in a percentage equal to: the number of days in which the Participant was employed during the 2012 calendar year divided by 365. The pro rata portion of the Phantom Stock Units shall vest immediately upon the Participant’s termination date. For the sake of clarity, if the Participant’s employment is terminated pursuant to this Section 3.6 following the 2012 calendar year, any unvested Phantom Stock Units subject to this grant shall become unrestricted and vested in full immediately upon the Participant’s termination date. 3.7 For purposes of this Agreement, “Cause” and “Good Reason”, if the Participant is a party to an employment agreement or a Company severance plan as in effect on the Grant Date, shall have the same meaning as in such (i) employment agreement, or, if none, (ii) the separation pay plan as in effect on the Grant Date, otherwise, “Cause” and “Good Reason” shall be defined herein. 3.7.1 For purposes of this Agreement, “Cause” shall be defined as (i) the continued failure to perform the Participant’s duties to the Company consistent with Participant’s position after written notice from the Company, (ii) a conviction of a felony, or (iii) the Participant’s performance of any material act of theft, embezzlement, fraud or dishonesty. No such determination of Cause shall be made until the Participant has been given written notice detailing the specific Cause event and a period of 30 days following receipt of such notice to cure such event (if susceptible to cure) to the satisfaction of the Company.

Vesting. 3.1 The Restricted Shares subject to this grant Option granted hereunder shall become unrestricted and fully vested on the _______ anniversary vest in three parts. The Option for one-third of the Grant DateOption Shares shall vest upon [date], provided if the Participant is then employed remains an employee or director of the Company on [date]. The Participant shall earn a vested interest in an additional one-third of the Option Shares if and only if the Company’s [description of performance measure] for the year ended [date] [description of performance target], and the Participant shall earn a vested interest in another additional one-third of the Option Shares if and only if [description of performance target]. [Whether the financial target has been attained] shall be determined by the Committee, in consultation with the Company’s accountants and consistent with the Company’s audited financial statements for [year]. Any portion of the Option which does not vest in accordance with the preceding paragraph based upon [the financial performance] immediately shall be forfeited effective [date]. If and to the extent that the Option vests but the Participant ceases to be an employee or director of the Company and/or and such relationship was terminated for Cause, then one hundred percent (100%) of its Subsidiaries. 3.2 the Option shall be deemed forfeited. If the Participant’s employment relationship with the Company and/or its Subsidiaries terminates as an employee and, if applicable, director ceases for any other reason (other than due to Disability e.g., death, disability, resignation or deathtermination without Cause) prior to the vesting of [date], then all or any portion of the Restricted Option Shares awarded under this Agreement, such Restricted Shares immediately shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death or Disability, the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed forfeited as of the date of any such termination. 3.3.1 For purposes of this Agreement. Notwithstanding anything to the contrary in the Plan, “DisabilityCause” means disability as defined (i) the repeated and willful failure of the Participant to substantially perform his or her duties after a demand for substantial performance is made to the Participant that specifically identifies the manner in which the Company or any Affiliate believes the Participant has not substantially performed such duties; (ii) any willful or grossly negligent misconduct by the Participant which is materially injurious to the Company or any Affiliate, monetarily or otherwise; (iii) the Participant’s then effective employment agreementconviction of, or if plea of guilty or no contest to, a felony; or (iv) an illegal act (or omission), or intentional act (or omission) of dishonesty or misrepresentation, taken by the Participant which is not then a party intended to an effective employment agreement with result in the personal enrichment of the Participant at the expense of the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at or any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the CompanyAffiliate.

Vesting. 3.1 The Restricted Issued Shares shall initially be unvested and ------- subject to this grant cancellation in accordance with the provisions of Paragraph C.2 hereof. The following vesting schedule shall become unrestricted and fully vested on be in effect for the _______ anniversary Issued Shares: One third (33.3%) of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiaries. 3.2 If the Participant’s employment with the Company and/or its Subsidiaries terminates for any reason (other than due to Disability or death) prior to the vesting of all or any portion of the Restricted Shares awarded under this Agreement, such Restricted Issued Shares shall immediately be cancelled and the Participant vest in three (and the 3) successive equal annual installments upon Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after 's completion of each year of Service over a three-year period measured from the date of any such terminationthis Agreement; provided, however, that all or a portion of any unvested shares shall automatically vest upon the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited.occurrence of: 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to (i) the Participant's normal retirement (age 65) or approved early retirement (age 55 plus 5 years Service), or (ii) the Participant's termination of Service by reason of death or Permanent Disability. Upon vesting, the Participant shall become acquire a fully-vested in interest in, and the Restricted Shares awarded under this Agreement to transfer restrictions of Paragraph B hereof and the extentcancellation provisions of Paragraph C.2 hereof shall terminate with respect to, if any, that the vesting period for a particular Award has been completed as of the date of any such termination. 3.3.1 vested Issued Shares. For purposes of the vesting provisions of this AgreementParagraph C.1, “Disability” means disability as defined Service shall mean the Participant's performance of services for the Corporation (or any Parent or Subsidiary) in the Participant’s then effective employment agreementcapacity of an Employee or a non-employee member of the board of directors of any Subsidiary. Participant shall be deemed to cease such Service immediately upon the occurrence of either of the following events: (i) Participant no longer performs services in any of the foregoing capacities for the Corporation (or any Parent or Subsidiary) or (ii) the entity for which Participant performs such services ceases to remain a Parent or Subsidiary of the Corporation, even though Participant may subsequently continue to perform services for that entity. Service shall not be deemed to cease during a period of military leave, sick leave or if other personal leave approved by the Corporation; provided, however, that except to the extent otherwise required by law or expressly authorized by the Plan Administrator or the Corporation's written leave of absence policy, no Service credit shall be given for vesting purposes for any period the Participant is not then on a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence leave of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Companyabsence.

Vesting. 3.1 The Restricted Shares subject (a) Subject to this grant the accelerated vesting provisions set forth in Section 3(b) or Section 3(c) below, the Units shall become unrestricted and fully vested vest, on a cumulative basis, with respect to 20% of the Units on the _______ first anniversary of the Grant Date, and as to an additional 20% on each succeeding anniversary of the Grant Date (each such date, a “Vesting Date”), so as to be 100% vested on the fifth anniversary thereof, provided that Holder has not incurred a Termination of Service prior to the Participant respective Vesting Date. (b) Notwithstanding the foregoing, if the Holder is an employee of the Company or any Subsidiary on the Grant Date: 1. The Units shall vest as to 100% of the then employed unvested Units in the Holder’s Account upon the Holder’s Termination of Service by the Company and/or one without Cause; 2. The Units shall vest as to 100% of its Subsidiaries.the then unvested Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3.2 3. If the Participant’s employment with the Company and/or its Subsidiaries terminates Holder incurs a Termination of Service for any reason (other than due to Disability by the Company without Cause or death) prior to , all Units which have not vested at the vesting time of all or any portion of the Restricted Shares awarded under this Agreement, such Restricted Shares termination shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and automatically forfeited. 3.3 (c) Notwithstanding the foregoing, if the Holder is a non-employee director of the Company on the Grant Date: 1. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service for any reason other than the Holder voluntarily electing to resign from the Board of Directors, voluntarily electing not to stand for re-election to the Board of Directors or being involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the stockholders of the Company); 2. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If the Participant’s employment with Holder voluntarily resigns from the Company and/or its Subsidiaries terminates due Board of Directors, voluntarily elects not to stand for re-election to the Participant's death Board of Directors or Disabilityis involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the Participant shall become stockholders of the Company), all Units which have not vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain Holder incurs a long-term disability plan, “Disability” Termination of Service shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by automatically forfeited upon the CompanyTermination of Service.

Vesting. 3.1 The Restricted Shares subject to this grant shall become unrestricted Unless earlier terminated, relinquished or expired and fully vested except as otherwise provided in the Plan, provided that Participant continues membership on the _______ Board, the Restricted Stock Units will vest on the first anniversary of the Grant Date. Once vested, provided the Participant is then employed by the Company and/or one of its SubsidiariesRestricted Stock Units become "Vested Units." 3.2 If The foregoing vesting schedule notwithstanding, if Participant ceases to be a member of the Participant’s employment with the Company and/or its Subsidiaries terminates Board for any reason (other than due at any time before all of Participant’s Restricted Stock Units have vested, Participant's unvested Restricted Stock Units shall be automatically forfeited upon the termination of Participant’s non-employee director status and neither the Company nor any Affiliate shall have any further obligations to Disability or death) prior to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement. Notwithstanding the foregoing, such Restricted Shares shall immediately if Participant ceases to be cancelled and a member of the Participant (and the Board by reason of Participant’s estatedeath or disability, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the CommitteeAdministrator may, in its sole discretion, may determine, prior to accelerate the vesting of some or within ninety (90) days after all of the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeitedStock Units held by Participant. 3.3 If the Company engages in a Covered Transaction, the Administrator may, in its sole discretion, take (or refrain from taking) any of the actions described in Section 7(a) of the Plan with respect to unvested Restricted Stock Units held by Participant’s employment . If the Administrator does not cause the unvested Restricted Stock Units to be assumed, substituted, cashed out or accelerated as permitted under Section 7(a) of the Plan in connection with a Covered Transaction, all unvested Restricted Stock Units shall immediately terminate without any payment or consideration by the Company and/or its Subsidiaries terminates due to upon the Participant's death or Disability, the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as closing of the date of any such terminationCovered Transaction. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company.

Vesting. 3.1 The Restricted Shares subject to this grant shall become unrestricted and fully vested on the _______ anniversary of the Grant DateExcept as otherwise provided herein, provided that the Participant is then employed by remains in Continuous Service through the Company and/or one of its Subsidiariesapplicable vesting date, the Restricted Stock Units will vest in accordance with the schedule communicated to the Participant through his or her online account with the Third-Party Administrator (the period during which restrictions apply, the “Restricted Period”): Once vested, the Restricted Stock Units become “Vested Units.” 3.2 If the Participant’s employment with the Company and/or its Subsidiaries terminates The foregoing vesting schedule notwithstanding, if Participant ceases to be an employee for any reason (other than due at any time before all of Participant’s Restricted Stock Units have vested, Participant’s unvested Restricted Stock Units shall be automatically forfeited upon the termination of Participant’s termination of employment and neither the Company nor any Affiliate shall have any further obligations to Disability or death) prior to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement. Notwithstanding the foregoing, such Restricted Shares shall immediately if Participant ceases to be cancelled and the Participant (and the an employee by reason of Participant’s estatedeath or disability, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the CommitteeAdministrator may, in its sole discretion, may determine, prior to accelerate the vesting of some or within ninety (90) days after all of the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeitedStock Units held by Participant. 3.3 If the Company engages in a Covered Transaction, the Administrator may, in its sole discretion, take (or refrain from taking) any of the actions described in Section 7(a) of the Plan with respect to unvested Restricted Stock Units held by Participant’s employment . If the Administrator does not cause the unvested Restricted Stock Units to be assumed, substituted, cashed out or accelerated as permitted under Section 7(a) of the Plan in connection with a Covered Transaction, all unvested Restricted Stock Units shall immediately terminate without any payment or consideration by the Company and/or its Subsidiaries terminates due to upon the Participant's death or Disability, the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as closing of the date of any such terminationCovered Transaction. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company.

Vesting. 3.1 The Restricted Shares Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service prior to the end of the Performance Period set forth on Exhibit A (attached hereto), and further provided that any additional conditions and performance goals set forth in Exhibit A have been satisfied, the OP Profits Units will vest and no longer be subject to this grant any restrictions. Once vested, the OP Profits Units become “Vested OP Profits Units.” Any OP Profits Units that do not become Vested OP Profits Units shall become unrestricted and fully vested on the _______ anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiariesbe automatically forfeited. 3.2 If Except as provided in Sections 3.3 and 3.4 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her OP Profits Units have vested, the Participant's unvested OP Profits Units shall be automatically forfeited and none of the Company, any Subsidiary or the Partnership shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to Termination of Service occurs as a result of a Termination of Service by the Participant's death ’s employer without Cause [or Disability, by the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed Good Reason (as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as term is defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective written employment agreement with the Company which defines disabilityCompany)], “Disability” means disability a pro-rated portion of the OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed. 3.4 If, within the twelve (12) month period following a Change in Control, the Participant’s Termination of Service occurs as determined a result of a Termination of Service by the Board in accordance with standards and procedures similar to those under the CompanyParticipant’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical employer without Cause [or mental disability which is determined to be total and permanent by a physician selected in good faith by the CompanyParticipant for Good Reason (as such term is defined in the Participant’s written employment agreement with the Participant’s employer)], the OP Profits Units shall immediately become vested based on actual performance through the Termination of Service date.

Vesting. 3.1 The Restricted Shares Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, the OP Profits Units will vest and no longer be subject to this grant shall any restrictions in accordance with the following schedule: [INSERT FOR SENIOR MANAGEMENT] [INSERT DATE THAT IS 2 YEARS FROM GRANT DATE] 33.33% [INSERT DATE THAT IS 3 YEARS FROM GRANT DATE] 33.33% [INSERT DATE THAT IS 4 YEARS FROM GRANT DATE] 33.34% [INSERT FOR NON-SENIOR MANAGEMENT] Vesting Date Number of OP Profits Units That Vest [INSERT DATE THAT IS 1 YEAR FROM GRANT DATE] 50% [INSERT DATE THAT IS 2 YEARS FROM GRANT DATE] 50% Once vested, the OP Profits Units become unrestricted and fully vested on the _______ anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiaries“Vested OP Profits Units.” 3.2 If Except as provided in Sections 3.3 and 3.4 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her OP Profits Units have vested, the Participant's unvested OP Profits Units shall be automatically forfeited and none of the Company, any Subsidiary or the Partnership shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to Termination of Service occurs as a result of a Termination of Service by the Participant's death ’s employer without Cause [or Disability, by the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed Good Reason (as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as term is defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective written employment agreement with the Company Company)], any OP Profits Units which defines disabilitywould have vested on the next scheduled vesting date (as provided in Section 3.1 above) following the Termination of Service date shall immediately become vested. 3.4 If, “Disability” means disability within the twelve (12) month period following a Change in Control, the Participant’s Termination of Service occurs as determined a result of a Termination of Service by the Board in accordance with standards and procedures similar to those under the CompanyParticipant’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical employer without Cause [or mental disability which is determined to be total and permanent by a physician selected in good faith by the CompanyParticipant for Good Reason (as such term is defined in the Participant’s written employment agreement with the Participant’s employer)], any OP Profits Units which remain unvested at the time of such Termination of Service shall immediately become vested.

Vesting. 3.1 (i) The IH1 Vested Shares, IH2 Vested Shares, IH3 Vested Shares, IH4 Vested Shares, IH5 Vested Shares and IH6 Vested Shares shall not be subject to any vesting conditions. (ii) The Unvested Restricted Shares subject shall vest and become Vested Shares, with respect to this grant shall become unrestricted (i) the IH1 Unvested Restricted Shares, in accordance with Schedule A, (ii) the IH2 Unvested Restricted Shares, in accordance with Schedule B, (iii) the IH3 Unvested Restricted Shares, in accordance with Schedule C, (iv) the IH4 Unvested Restricted Shares, in accordance with Schedule D, (v) the IH5 Unvested Restricted Shares, in accordance with Schedule E and fully vested on (vi) the _______ anniversary IH6 Unvested Restricted Shares, in accordance with Schedule F, in the case of each of Schedules A through F, as attached hereto. To the Grant Date, provided extent the Participant number of Unvested Restricted Shares is then employed not evenly divisible by the Company and/or one number of its Subsidiariesvesting dates set forth in the applicable Schedule, the vesting installments shall be as equal as possible with the smaller installments vesting first. 3.2 (iii) If the Participant’s employment with the Company and/or and its Subsidiaries terminates for is terminated at any reason (other than due to Disability or death) prior to the vesting of time, all or any portion of the Restricted Shares awarded under this Agreement, such Unvested Restricted Shares shall automatically and immediately be cancelled forfeited and the Participant canceled (and the Participant’s estate, designated beneficiary after giving effect to any acceleration of vesting or other legal representativeapplicable terms set forth in Schedules A through F attached hereto). In addition, if (x) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or and its Subsidiaries terminates due to is terminated by the Company for Cause or (y) the Participant resigns at a time when grounds for a termination of the Participant's death or Disability’s employment for Cause existed, in either case, the Participant shall become vested in the Restricted forfeit any Vested Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date of any such terminationno consideration. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company.

Vesting. 3.1 (a) The Restricted Shares Option shall become vested as follows: Stock Options subject to this grant the Option Award shall become unrestricted and fully vested vest in three equal installments on each of the _______ anniversary first through third anniversaries of the Grant Date (each a “Vesting Date”), so long as the Participant remains in continuous employment with the Company or an Affiliate through the applicable Vesting Date. (b) Except as set forth in Section 2(c) and (d) below, if the Participant’s employment with the Company and its Affiliates terminates for any reason prior to the final Vesting Date, provided then (i) this Option Award Agreement shall terminate and all rights of the Participant is then employed by with respect to Stock Options that have not vested shall immediately terminate, (ii) any such unvested Options shall be forfeited without payment of any consideration, and (iii) neither the Company and/or one Participant nor any of its Subsidiariesthe Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested Options. 3.2 (c) If the Participant’s employment with the Company and/or and its Subsidiaries terminates for any reason (other than due to Disability or death) Affiliates is terminated prior to the vesting of all or any portion final Vesting Date by the Company without Cause (including by non-renewal of the Restricted Shares awarded under this Term of the Letter Agreement, such Restricted Shares shall immediately be cancelled and as defined therein), or by the Participant for Good Reason, then all unvested Options shall become vested immediately upon such termination of employment, subject to (and i) the Participant’s estatecompliance with the Protective Covenants as defined in the Letter Agreement and (ii) if either such termination of employment occurs prior to a Change in Control, designated beneficiary or other legal representative) shall forfeit any rights or interests the execution without revocation of a release of claims to the extent provided in and with respect to any such Restricted Sharesthe Letter Agreement. The Board or terms Cause and Good Reason shall have the Committee, meaning set forth in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeitedLetter Agreement. 3.3 (d) If the Participant’s employment with the Company and/or and its Subsidiaries terminates due to the Participant's death or DisabilityAffiliates is terminated with Cause, (i) all vested and unvested Stock Options shall immediately terminated without payment of any consideration and (iii) neither the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as nor any of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreementsuccessors, heirs, assigns, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board personal representatives shall thereafter have any further rights or interests in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company.such unvested Options..

Vesting. 3.1 The Restricted Shares RSUs subject to this grant shall become unrestricted and fully vested in equal quarterly installments on the _______ anniversary of the Grant Date[Dates], provided the Participant is then employed Employed by the Company and/or one of its SubsidiariesSubsidiaries or Affiliates. For purposes of this Agreement, “employment”, “Employed by”, “Employed with” or any such similar terms shall be interpreted as reference to the Participant’s continued employment or service to the Company and/or one of its Subsidiaries or Affiliates, as an Employee, Independent Contractor or Member of the Board. 3.2 If Except as otherwise provided in this Section 3, if the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates for any reason (other than due to Disability or death) prior to the vesting of all or any portion of the Restricted Shares RSUs awarded under this Agreement, such Restricted Shares the RSUs shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or unvested RSUs; provided, however, that the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shares of RSUs shall not be so cancelled and forfeited. In addition, if the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates prior to the vesting of the RSUs awarded under this Agreement, because he/she is not nominated or re-elected to serve after the annual shareholder meeting in [Date], then the Participant’s final quarterly vesting of their grant will be accelerated and vest at the close of business the following day after the annual shareholder meeting. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant's ’s death or “Disability” (as defined in Section 3.4 below), the Participant RSUs shall become unrestricted and vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date of any such termination. 3.3.1 3.4 For purposes of this Agreement, “Disability” means disability as defined shall have the same meaning set forth in any employment agreement between the Company (or any Subsidiary) and the Participant and in the Participant’s then effective employment absence of such an agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board Committee in accordance with the standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.13.4, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician doctor selected in good faith by the CompanyCommittee.

Vesting. 3.1 The Subject to paragraph 4 and 5 below, Participant's interest in the shares of Restricted Shares subject to this grant Stock shall be transferable and nonforfeitable (“Vested”) as follows: (a) Thirty three and one third percent (33 1/3%) of the shares of Restricted Stock shall become unrestricted and fully vested on Vested as of the _______ first anniversary of the Grant Award Date, provided an additional thirty three and one third percent (33 1/3%) of the shares of Restricted Stock shall become Vested as of the second anniversary of the Award Date, and the remaining thirty three and one third percent (33 1/3%) of the shares of Restricted Stock shall become Vested as of the third anniversary of the Award Date in each case so long as the Participant is then employed by the Company and/or one as the interim Chief Executive Officer or the Chief Executive Officer; provided, for the avoidance of its Subsidiariesdoubt, that if any of the shares of Restricted Stock become Vested pursuant to Paragraph 3(b) hereof, then this Paragraph 3(a) shall have no effect and none of the shares of Restricted Stock shall become Vested pursuant to this Paragraph 3(a). 3.2 If (b) If, before the first anniversary of the Award Date and pursuant to the terms of the Offer Letter dated December 18, 2012, from the Company to the Participant’s , either (i) the Participant's service as the interim Chief Executive Officer of the Company shall have been automatically suspended as a result of a person, other than Participant, commencing employment with the Company and/or its Subsidiaries terminates for any reason as the permanent Chief Executive Officer or (ii) the Participant shall have resigned from his service as interim Chief Executive Officer of the Company in sole, direct connection with, and on or about the date of, a person, other than due to Disability or death) prior to the vesting of all or any portion of the Restricted Shares awarded under this AgreementParticipant, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s commencing employment with the Company and/or its Subsidiaries terminates due to as the Participant's death or Disabilitypermanent Chief Executive Officer, then thirty three and one third percent (33 1/3%) of the Participant shares of Restricted Stock shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of Vested on the date of any such termination. 3.3.1 For purposes other person's commencement of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disabilityas permanent Chief Executive Officer, “Disability” means disability as determined by the Board and all remaining shares of Restricted Stock shall be forfeited in accordance with standards and procedures similar Paragraph 5 hereof; provided, for the avoidance of doubt, that if any of the shares of Restricted Stock become Vested pursuant to those under the Company’s long-term disability planParagraph 3(a) hereof, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company.then this

Vesting. 3.1 The Restricted Shares subject to this grant shall become unrestricted and fully vested award will vest in three (3) equal annual installments of 33-1/3% of the shares covered by the award beginning on the _______ first annual anniversary of the Grant Date and subsequent installments will vest on the second and third annual anniversary of the Grant Date. Each installment shall vest and thereby all restrictions shall be removed on the installment so long as the Executive has remained in Continuous Service (as defined in the Plan) through the day immediately preceding the date on which the installment is scheduled to vest. The remaining shares of Restricted Stock which have not already vested shall vest and all restrictions shall be removed if the Executive’s termination of Continuous Service is because of death or Disability. In addition, provided the Participant remaining shares of Restricted Stock which have not already vested shall vest and all restrictions shall be removed if the Executive’s termination of Continuous Service is then employed (i) due to (a) a termination by Highland Hospitality, L.P. (the “Operating Partnership”) without Cause or a termination by the Company and/or one of its Subsidiaries. 3.2 If Executive for Good Reason (whether such termination without Cause or termination for Good Reason occurs before or after a Change in Control), or (b) a termination by the Participant’s employment with the Company and/or its Subsidiaries terminates Executive following a Change in Control for any reason in accordance with Section 6(d) of the Employment Agreement (other than due to Disability as hereinafter defined) by notice given by the Executive on or deathbefore the tenth (10th) prior business day following the Change in Control, and (ii) the Executive has signed a general release of claims which has become irrevocable, satisfactory to the vesting of all or any portion of the Restricted Shares awarded under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, Operating Partnership in its sole reasonable exercise of its discretion, may determinereleasing the Operating Partnership, prior its affiliates, including the Corporation, and their officers, directors and employees, from any and all claims or potential claims arising from or related to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the ParticipantExecutive’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death or Disability, the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as termination of the date of any such termination. 3.3.1 Continuous Service. For purposes of this Agreement, the terms “Disability,” means disability as defined “Cause,” “Good Reason,” and “Change in Control” shall have the meaning provided for such terms in the Participant’s then effective employment agreementEmployment Agreement between the Executive, or if the Participant is Operating Partnership, and the Corporation dated October 24, 2003 (the “Employment Agreement”). If the Executive has a termination of Continuous Service and such termination event does not then a party to an effective employment agreement with result in accelerated vesting of the Company Restricted Stock, shares of Restricted Stock which defines disability, “Disability” means disability as determined by the Board in accordance with standards have not vested shall be forfeited and procedures similar to those under the Company’s long-term disability plan, if any. Subject returned to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the CompanyCorporation.

Vesting. 3.1 The Except as otherwise provided in this Section 3, the Restricted Shares subject to this grant shall become unrestricted and fully vested 100% on the _______ fourth anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its SubsidiariesSubsidiaries or Affiliates. 3.2 If Except as otherwise provided in this Section 3, if the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates for any reason (other than due to Disability or death) prior to the vesting of all or any portion of the Restricted Shares awarded under this Agreement, such unvested portion of the Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such shares of Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeitedStock. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant's death or ’s Disability, the Participant shall become vested in the any unvested Restricted Shares awarded under this Agreement shall continue to vest on a regular schedule during the extent, if any, that the vesting period for of Disability regardless of a particular Award has been completed as of the date of any such termination. 3.3.1 termination event. For purposes of this Agreement, “Disability,” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with agreement, shall have the Company which defines disabilitysame meaning as in such employment agreement, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability planotherwise, “Disability” shall mean any physical or mental disability which is is 3.4 determined to be total and permanent by a physician doctor selected in good faith by the Company or the relevant Subsidiary or Affiliate. 3.5 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s death, any unvested Restricted Shares shall become vested as of the date of any such termination. 3.6 If the Participant’s employment is terminated by the Company and/or its Subsidiaries or Affiliates, the Restricted Shares will become vested on a pro rata basis as defined herein if and only if the Participant is a Severance Eligible Participant; i.e., if the Participant is eligible for severance from the Company under the terms of: (a) the Participant’s employment agreement (if any); or (b) the terms of an applicable Company separation pay plan in force at the time of the Participant’s termination. The Restricted Shares of Severance Eligible Participants shall vest as follows: 3.6.1 A pro rata amount of any unvested shares as described in Section 3.1 above shall vest in a percentage equal to: the number of full months in which the Participant was employed from the Grant Date to the Participant’s termination date, plus the number of full months in the Participant’s severance period (i.e., the number of months’ salary which constitute the Participant’s severance payments), divided by the number of full months between the Grant Date and the scheduled vesting date (see Attachment A for a sample calculation). The pro rata portion of the Restricted Shares shall vest immediately upon the Participant’s termination date. 3.7 Upon the occurrence of a Change in Control as defined in the Plan, any unvested Restricted Shares subject to this grant shall become unrestricted and vested immediately upon the Change in Control in accordance with Article X of the Plan, provided the Participant is employed by the Company on the day prior to the Change in Control. 3.8 If the Participant's employer ceases to be an Affiliate or Subsidiary of the Company, that event shall be deemed to constitute a termination of employment under Section 3.2 above.

Vesting. 3.1 The Restricted Shares Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, the OP Profits Units will vest and no longer be subject to this grant shall any restrictions in accordance with the following schedule: [INSERT DATE THAT IS 1 YEAR FROM GRANT DATE] 33.33% [INSERT DATE THAT IS 2 YEARS FROM GRANT DATE] 33.33% [INSERT DATE THAT IS 3 YEARS FROM GRANT DATE] 33.34% Once vested, the OP Profits Units become unrestricted and fully vested on the _______ anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiaries“Vested OP Profits Units.” 3.2 If Except as provided in Sections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her OP Profits Units have vested, the Participant's unvested OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Americold Logistics LLC Executive Severance Benefits Plan), any OP Profits Units which would have vested on the next scheduled vesting date (as provided in Section 3.1 above) following the Termination of Service date shall immediately become vested. 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), the OP Profits Units shall remain outstanding and eligible to vest on the scheduled vesting date(s) (as provided in Section 3.1 above), following the Termination of Service Date, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company and/or or any of its Subsidiaries terminates due to Subsidiaries. Upon the Participant's death or Disability, breach by the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date terms of any such terminationagreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.3.1 3.5 If, within the twenty-four (24) month period following a Change in Control (as such term is defined in the Americold Logistics LLC Executive Severance Benefits Plan), the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason, any OP Profits Units which remain unvested at the time of such Termination of Service shall immediately become vested. 3.6 For purposes of this AgreementSection 3, “DisabilityRetirement” with respect to a Participant means disability as defined his or her election to effect a Termination of Service in connection with his retirement from continued employment and the Participant’s then effective employment agreementParticipant has attained the age of 65, or if he has continued to serve as CEO until such time as the Participant is not then Board has appointed a party CEO to an effective employment agreement with replace him. In each case, provided that no facts, circumstances or events exist which would give the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar a basis to those under the Company’s long-term disability plan, if any. Subject to the first sentence effect a Termination of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the CompanyService for Cause.

Vesting. 3.1 The Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, and further provided that any additional conditions and performance goals set forth in Appendix A (attached hereto) have been satisfied, the Restricted Shares Stock Units will vest and no longer be subject to this grant shall become unrestricted and fully vested on any restrictions in accordance with the _______ anniversary following schedule: Upon completion of the Grant DatePerformance Period as described in Appendix A As provided in Appendix A Once vested, provided the Participant is then employed by the Company and/or one of its SubsidiariesRestricted Stock Units become "Vested Units." 3.2 If Except as provided in Sections 3.3 and 3.4 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her Restricted Stock Units have vested, the Participant's unvested Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with Termination of Service occurs as a result of a Termination of Service by the Company and/or its Subsidiaries terminates due to the Participant's death without Cause [or Disability, by the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed Good Reason (as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as term is defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective written employment agreement with the Company which defines disabilityCompany)]1, “Disability” means disability a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed. 3.4 If, within the twelve (12) month period following a Change in Control, the Participant’s Termination of Service occurs as determined a result of a Termination of Service by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical without Cause [or mental disability which is determined to be total and permanent by a physician selected in good faith by the CompanyParticipant for Good Reason (as such term is defined in the Participant’s written employment agreement with the Company)]2, the Restricted Stock Units shall immediately become vested based on actual performance through the Termination of Service date.

Vesting. 3.1 The percent (__%) of the Restricted Shares subject Stock Units (rounded up to this grant the nearest whole number) shall become unrestricted and fully vested vest on the first anniversary of the date of this Agreement and on each of the next_________ successive anniversary of date(s) thereof unless previously vested or forfeited in accordance with the Grant Date, provided Plan or this Agreement (the Participant is then employed by the Company and/or one of its Subsidiaries“Normal Vesting Schedule”). 3.2 (i) Any Restricted Stock Units that fail to vest because the employment condition set forth in Section 3(c) is not satisfied shall be forfeited, subject to the special provisions set forth in subsections (ii) and (iii) of this Section 3(a). (ii) If the Participant’s employment with terminates due to death or is terminated by the Company and/or or any of its Subsidiaries terminates for any reason (other than due to Permanent Disability or death(as defined in Section 23), Restricted Stock Units not previously vested shall immediately become vested. This Section 3(a)(ii) prior is intended to provide for vesting and settlement of the vesting Restricted Stock Units only on an “involuntary separation from service” within the meaning of all or the Treasury Regulations under Code Section 409A and shall be interpreted and applied accordingly (and any provision of this Section 3(a)(ii) that would cause any portion of this Section 3(a)(ii) not to provide for vesting and settlement of the Restricted Shares awarded Stock Units under this Agreement, Section 3(a)(ii) only on such Restricted Shares an “involuntary separation from service” shall immediately be cancelled automatically deleted and the Participant null and void ab initio). (and the Participant’s estate, designated beneficiary or other legal representativeiii) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to If on or within ninety two years after a Change in Control (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death or Disabilityas defined in Section 23), the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period terminates employment for a particular Award has been completed as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability Good Reason (as defined in the Participant’s then effective employment agreement, Section 23) or if the Participant is not then a party to an effective employment agreement with terminated by the Company which defines disabilityor any of its Subsidiaries (or their respective successor) without Cause (as defined in Section 23), “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does Restricted Stock Units not maintain a long-term disability plan, “Disability” previously vested shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Companyimmediately become vested.

Vesting. 3.1 The Restricted Shares subject to (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved and certified in accordance with Section 3, a number of PSUs granted under this grant PSU Agreement shall become unrestricted and fully vested vest based on the _______ anniversary of applicable Share Delivery Factor on October 28 ,2022 (the Grant “Vesting Date, ”); provided that the Participant is then employed by remains in continuous employment with the Company and/or one of its Subsidiariesor an Affiliate thereof through the Vesting Date. 3.2 If (b) Except as set forth in Section 4(c) below, if the Participant’s employment with the Company and/or its Subsidiaries terminates is terminated for any reason (other than due to Disability or death) prior to the vesting of Vesting Date, then all or any portion rights of the Restricted Shares awarded under Participant with respect to PSUs that have not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such Restricted Shares shall immediately be cancelled violation (rather than the date on which such violation comes to the attention of the Company) and the Participant (and shall be required to return to the Company the shares of Common Stock in respect of vested PSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s estate, designated beneficiary or other legal representativetermination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall forfeit be forfeited without payment of any consideration, and neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the Participant’s employment is terminated by the Company or any of its direct and indirect subsidiaries or such other company as designated by the Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Control and (ii) the Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with respect applicable law), then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on the Share Delivery Factor calculated pursuant to any such Restricted SharesSection 2. The Board or Subject, and in addition, to the Committeeforegoing, if the Participant’s employment is terminated (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, may determine, prior to the Vesting Date or within ninety (90B) days after by reason of the date Retirement of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall , and, in either case, not be so cancelled and forfeited. 3.3 If under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment with where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company and/or its Subsidiaries terminates (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 and based on the applicable Share Delivery Factor calculated pursuant to Section 3(a). Subject, and in addition, to the foregoing, if the Participant’s employment is terminated due to the Participant's death or Disability’s death, then all unvested PSUs shall be eligible to vest on the Participant shall become vested in the Restricted Shares awarded under this Agreement original Vesting Date, subject to the extent, if any, that the vesting period for a particular Award has been completed as achievement and certification of the date of any such terminationPerformance Goals as described in Section 3 and based on the applicable Share Delivery Factor calculated pursuant to Section 3(a). 3.3.1 (d) For the purposes of this PSU Agreement, “Disability” means disability as defined in and notwithstanding any provision of the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject Plan to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company.contrary:

Vesting. 3.1 (a) The Restricted RSUs will be deposited with a trustee approved by the Israeli Tax Authority for this purpose (the “Trustee”), who will hold it in trust on behalf of the Participant, all as set forth in Section 4(c) below (all references to a grant of RSUs or issuance of Shares subject to this grant the Participant, shall mean an issuance to the Trustee for the benefit of the Participant) (b) The RSUs shall become unrestricted vested as follows: [ ] (each a “Vesting Date”); provided that the Participant remains in continuous employment with the Company or its Affiliates through, and fully vested on has not given or received a notice of termination of such employment as of, the _______ anniversary applicable Vesting Date. Notwithstanding the foregoing, the vesting of the Grant Date, provided RSUs shall cease for any period during which the Participant is then employed on an unpaid leave of absence from the Company and will commence when such Participant returns from such leave of absence to active service, with each remaining Vesting Date being pushed back by the Company and/or one duration of its Subsidiariessuch leave of absence. 3.2 (c) Except as set forth in Section 2(c) below, if the Participant’s employment is terminated for any reason, (i) this RSU Award Agreement shall terminate and all rights of the Participant with respect to RSUs that have not vested as of the date of termination shall immediately terminate, (ii) any such unvested RSUs shall be forfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs. (d) If the Participant’s employment with the Company and/or its Subsidiaries terminates for any reason (other than is terminated due to Disability or the Participant’s death) prior to the vesting of all or any portion of the Restricted Shares awarded under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and provided that the Participant’s estate, designated beneficiary or other legal representativeexecutes and delivers to the Company (and does not revoke) shall forfeit any rights or interests a general release of claims in and with respect a form satisfactory to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or Company within ninety sixty (9060) days following such termination (or such shorter period as may be specified by the Company in accordance with applicable law): (i) the portion of the RSUs that are scheduled to vest in the twelve (12) month period following the Participant’s death shall immediately vest and shall be settled as soon as practicable after the date of any such terminationtermination of employment in accordance with Section 3 below, that but in no event later than March 15 of the year following the year in which such date of termination occurs, (ii) this RSU Award Agreement shall terminate and all or a rights of the Participant with respect to the portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death or Disability, the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extentRSUs, if any, that the vesting period for a particular Award has been completed have not vested as of the date of termination in accordance with this Section 2(c) shall immediately terminate, (iii) any such termination. 3.3.1 For purposes unvested RSUs shall be forfeited without payment of this Agreementany consideration, “Disability” means disability as defined in and (iv) neither the Participant nor any of the Participant’s then effective employment agreementsuccessors, heirs, assigns, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board personal representatives shall thereafter have any further rights or interests in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Companysuch unvested RSUs.

Vesting. 3.1 The Restricted Shares subject All of the RSUs granted to the Holder under this grant Agreement shall become unrestricted and fully vested on the _______ third (3rd) anniversary of the Grant Date, provided but only if the Participant is then Holder remains employed by or in the service of the Company or an Affiliate of the Company through the applicable vesting date. Notwithstanding the foregoing, all then-outstanding RSUs granted under this Agreement will become vested upon the Holder’s Termination by the Company and/or one without Cause or by the Holder for Good Reason (each as defined in the Employment Agreement), in each case, subject to the Holder’s execution and non-revocation of its Subsidiaries. 3.2 If the Participant’s employment with a general release of claims in favor of the Company and/or and its Subsidiaries terminates for any reason Affiliates (the “Release”) within twenty-one (21) days (or in the event that such termination is “in connection with an exit incentive or other than due to Disability or deathemployment termination program,” forty-five (45) prior to days) following the vesting of all or any portion of date on which the Restricted Shares awarded under this Agreement, such Restricted Shares shall immediately be cancelled Termination occurs and the Participant (Holder’s non-revocation of such release during the applicable revocation period and the ParticipantHolder’s estate, designated beneficiary or continued compliance with any other legal representative) shall forfeit any rights or interests in and with respect restrictive covenants to any such Restricted Shareswhich the Holder may be bound. The Board or the CommitteeFurther, in its sole discretion, may determine, prior to or within ninety (90) days after the date event of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates Termination due to the Participant's Holder’s death or DisabilityDisability (as defined in the Employment Agreement), the Participant Holder shall become vested be eligible to vest in a pro-rated number of RSUs, determined based on the number of days in the Restricted Shares awarded under this Agreement to the extent, if any, that the three-year vesting period for a particular Award that has been completed elapsed as of the date on which the Termination occurs, subject to the execution and non-revocation of any such termination. 3.3.1 For purposes of this Agreementa Release, “Disability” means disability as defined in provided that the ParticipantHolder’s then effective employment agreement, or if obligations herein to execute and not revoke the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined Release may be satisfied either by the Board in accordance with standards and procedures similar to those under Holder or on the CompanyHolder’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith behalf by the CompanyHolder’s estate or a person having legal power of attorney over the Holder’s affairs.

Vesting. 3.1 The Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, and further provided that any additional conditions and performance goals set forth in Appendix A (attached hereto) have been satisfied, the Restricted Shares Stock Units will vest and no longer be subject to this grant shall become unrestricted and fully vested on any restrictions in accordance with the _______ anniversary following schedule: Upon completion of the Grant DatePerformance Period as described in Appendix A As provided in Appendix A Once vested, provided the Participant is then employed by the Company and/or one of its SubsidiariesRestricted Stock Units become "Vested Units." 3.2 If Except as provided in Sections 3.3 and 3.4 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her Restricted Stock Units have vested, the Participant's unvested Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with Termination of Service occurs as a result of a Termination of Service by the Company and/or its Subsidiaries terminates due to the Participant's death without Cause [or Disability, by the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed Good Reason (as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as term is defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective written employment agreement with the Company which defines disabilityCompany)], “Disability” means disability a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed. 3.4 If, within the twelve (12) month period following a Change in Control, the Participant’s Termination of Service occurs as determined a result of a Termination of Service by the Board Company without Cause [or by the Participant for Good Reason (as such term is defined in accordance the Participant’s written employment agreement with standards and procedures similar to those under the Company’s long-term disability plan)], if any. Subject to the first sentence Restricted Stock Units shall immediately become vested based on actual performance through the Termination of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the CompanyService date.

Vesting. 3.1 The Except as otherwise provided in this Section 3, the Restricted Shares subject to this grant shall become unrestricted and fully vested pro rata on each of the _______ anniversary first four anniversaries of the Grant Date, provided the Participant is then employed by the Company and/or one of its SubsidiariesSubsidiaries or Affiliates. 3.2 If Except as otherwise provided in this Section 3, if the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates for any reason (other than due to Disability or death) prior to the vesting of all or any portion of the Restricted Shares awarded under this Agreement, such unvested portion of the Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such shares of Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeitedStock. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant's death or ’s Disability, the Participant shall become vested in the any unvested Restricted Shares awarded under this Agreement shall continue to vest on a regular schedule during the extent, if any, that the vesting period for of Disability regardless of a particular Award has been completed as of the date of any such termination. 3.3.1 termination event. For purposes of this Agreement, “Disability,” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with agreement, shall have the Company which defines disabilitysame meaning as in such employment agreement, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability planotherwise, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician doctor selected in good faith by the Company or the relevant Subsidiary or Affiliate. 3.4 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s death, any unvested Restricted Shares shall become vested as of the date of any such termination. 3.5 If the Participant’s employment is terminated by the Company and/or its Subsidiaries or Affiliates, the Restricted Shares will become vested on a pro rata basis as defined herein if and only if the Participant is a Severance Eligible Participant; i.e., if the Participant is eligible for severance from the Company under the terms of: (a) the Participant’s employment agreement (if any); or (b) the terms of an applicable Company separation pay plan in force at the time of the Participant’s termination. The Restricted Shares of Severance Eligible Participants shall vest as follows: 3.5.1 A pro rata amount of any unvested shares as described in Section 3.1 above shall vest in a percentage equal to: the number of full months in which the Participant was employed from the Grant Date to the Participant’s termination date, plus the number of full months in the Participant’s severance period (i.e., the number of months’ salary which constitute the Participant’s severance payments), divided by the number of full months between the Grant Date and the scheduled vesting date (see Attachment A for a sample calculation). The pro rata portion of the Restricted Shares shall vest immediately upon the Participant’s termination date. 3.6 Upon the occurrence of a Change in Control as defined in the Plan, any unvested Restricted Shares subject to this grant shall become unrestricted and vested immediately upon the Change in Control in accordance with Article X of the Plan, provided the Participant is employed by the Company on the day prior to the Change in Control. 3.7 If the Participant's employer ceases to be an Affiliate or Subsidiary of the Company, that event shall be deemed to constitute a termination of employment under Section 3.2 above.

Vesting. 3.1 The Restricted Shares Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service prior to the end of the Performance Period set forth on Exhibit A (attached hereto), and further provided that any additional conditions and performance goals set forth in Exhibit A have been satisfied, the OP Profits Units will vest and no longer be subject to this grant any restrictions. Once vested, the OP Profits Units become “Vested OP Profits Units.” Any OP Profits Units that do not become Vested OP Profits Units shall become unrestricted and fully vested on the _______ anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiariesbe automatically forfeited. 3.2 If Except as provided in Sections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her OP Profits Units have vested, the Participant's unvested OP Profits Units shall be automatically forfeited and none of the Company, any Subsidiary or the Partnership shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with Termination of Service occurs as a result of a Termination of Service by the Company and/or its Subsidiaries terminates due to the Participant's death without Cause or Disability, a Termination of Service by the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed Good Reason (as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as term is defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective written employment agreement with the Company), a pro-rated portion of the OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement (including the restrictions set forth herein, if applicable) with the Company which defines disabilityor any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligation to the Participant under this Agreement. 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement (including the restrictions set forth herein, if applicable) with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or by the Participant for Good Reason (as such term is defined in the Participant’s written employment agreement with the Company), the OP Profits Units shall immediately become vested based on: Target Performance. 3.6 For purposes of this Section 3, “DisabilityRetirement” with respect to a Participant means disability his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. 3.7 If the Participant’s Termination of Service occurs as determined by a result of Participant’s death or Disability (as defined below), a pro-rated portion of the Board in accordance with standards and procedures similar to those under Restricted Stock Units shall immediately become vested at Target Performance Level (regardless of the Company’s long-term disability planperformance), based on the number of days during the Performance Period that the Participant was employed with the Company, as applicable, provided the Participant (or Participant’s estate, if any. Subject applicable) executes and delivers a general release of claims in favor of the Company in a form satisfactory to the first sentence Company and such release becomes effective and non-revocable prior to the 90th day following the Participant’s Termination of Service date. For purposes of this Section 3.3.1, at any time that the Company does not maintain a long-term disability planparagraph only, “Disability” shall mean have the meaning given such term by Section 409A of Code, which generally provides that “Disability” of a Participant means either (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental disability which is determined impairment that can be expected to result in death or can be total expected to last for a continuous period of not less than 12 months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and permanent by a physician selected in good faith by health plan covering the employees of the Company, provided, however, that nothing contained herein shall be construed as permitting a violation of the Americans with Disabilities Act or similar law prohibiting discrimination on the basis of a disability.

Vesting. 3.1 The Restricted Shares being granted to the Grantee shall, subject to this grant forfeiture, vest, as follows: (i) 100% of Shares shall become unrestricted and fully vested vest upon completion of the 2015 annual audit if the Corporation meets its 2015 objectives as approved by the Compensation Committee of the Board of Directors; or (ii) If the Corporation does not meet its 2015 objectives, Shares shall vest upon completion of the 2016 or 2017 annual audit if the Corporation meets the respective years objectives as approved by the Compensation Committee of the Board of Directors; or (iii) In the event Executive’s employment or service with the Corporation or any subsidiary terminates or Non-Employee Director’s membership on the _______ anniversary Board terminates by reason of: (A) the Executive’s or Non-Employee Director’s Retirement (as hereafter defined); (B) the Executive’s or Non-Employee Director’s Disability (as hereafter defined); (C) the termination of the Grant Date, provided the Participant is then employed Executive’s employment by the Company and/or one Corporation or a subsidiary of its Subsidiaries. 3.2 If the ParticipantCorporation in the absence of Cause (an “Involuntary Termination Without Cause”); or (D) the Executive’s voluntary termination of Employment for Good Reason (as hereafter defined) (a “Good Reason Termination”), the Shares shall immediately vest; however, (E) if the Executive’s employment with or Non-Employee Director’s membership on the Company and/or its Subsidiaries Board terminates for any reason (other than due to Disability as described in Section 2(a)(iii)(A)(B)(C) or death) prior to (D), the vesting of all or any portion of the Restricted Shares awarded under this AgreementShares, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estateshall, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after on the date of any such termination, that all or a portion of cease and any the Participant’s unvested Restricted Shares shall not thereupon be so cancelled forfeited immediately and forfeited. 3.3 If the Participant’s employment with revert to the Company and/or its Subsidiaries terminates due to the Participant's death or Disability, the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of without further action; or (iv) Upon the date of any a Change in Control (as hereinafter defined) of the Corporation, all unvested Shares shall automatically and immediately vest, (in each such terminationcase, the “Vested Shares”). 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under the Company’s long-term disability plan, if any. Subject to the first sentence of this Section 3.3.1, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a physician selected in good faith by the Company.

Vesting. 3.1 The Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, and further provided that any additional conditions and performance goals set forth in Appendix A (attached hereto) have been satisfied, the Restricted Shares Stock Units will vest and no longer be subject to this grant shall become unrestricted and fully vested on any restrictions in accordance with the _______ anniversary following schedule: Upon completion of the Grant DatePerformance Period as described in Appendix A As provided in Appendix A Once vested, provided the Participant is then employed by the Company and/or one of its SubsidiariesRestricted Stock Units become "Vested Units." 3.2 If Except as provided in Sections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant’s employment with the Company and/or its Subsidiaries terminates 's Termination of Service for any reason (other than due to Disability at any time before all of his or death) prior her Restricted Stock Units have vested, the Participant's unvested Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the vesting of all or any portion of the Restricted Shares awarded Participant under this Agreement, such Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Americold Executive Severance Benefits Plan), a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company and/or or any of its Subsidiaries terminates due to Subsidiaries. Upon the Participant's death or Disability, breach by the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date terms of any such terminationagreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.3.1 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Americold Executive Severance Benefits Plan), the Restricted Stock Units shall immediately become vested based on Target performance. 3.6 For purposes of this AgreementSection 3, “DisabilityRetirement” with respect to a Participant means disability as defined his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. 3.7 If the Participant’s then effective employment agreementTermination of Service occurs as a result of Participant’s death or Disability (as defined below), or if a pro-rated portion of the Participant is not then a party to an effective employment agreement with the Company which defines disability, “Disability” means disability as determined by the Board in accordance with standards and procedures similar to those under Restricted Stock Units shall immediately become vested at Target Performance Level (regardless of the Company’s long-term disability planperformance), based on the number of days during the Performance Period that the Participant was employed with the Company, as applicable, provided the Participant (or Participant’s estate, if any. Subject applicable) executes and delivers a general release of claims in favor of the Company in a form satisfactory to the first sentence Company and such release becomes effective and non-revocable prior to the 90th day following the Participant’s Termination of Service date. For purposes of this Section 3.3.1, at any time that the Company does not maintain a long-term disability planparagraph only, “Disability” shall mean have the meaning given such term by Section 409A of Code, which generally provides that “Disability” of a Participant means either (a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental disability which is determined impairment that can be expected to result in death or can be total expected to last for a continuous period of not less than 12 months, or (b) the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and permanent by a physician selected in good faith by health plan covering the employees of the Company, provided, however, that nothing contained herein shall be construed as permitting a violation of the Americans with Disabilities Act or similar law prohibiting discrimination on the basis of a disability.

Vesting. 3.1 (a) The Restricted Shares subject to this grant shall will become unrestricted and fully vested on Shares (the _______ anniversary “Vested Shares”) as set forth in the Original Vesting Schedule section of the Grant DateAward Acceptance. Any fraction of a Share that would otherwise become a Vested Share will be accumulated and will become a Vested Share only when a whole Vested Share has accumulated. Subject to Section 3.2(c), provided in the Participant is then employed event of Participant’s Termination of Service by the Company and/or one of its Subsidiaries. 3.2 If the Participant’s employment with the Company and/or its Subsidiaries terminates for without Cause within two (2) years after a Change in Control, any reason (other than due to Disability or death) prior to the vesting of all or any portion of the Restricted Shares awarded under this Agreement, such Restricted Unvested Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests vest in and with respect to any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such terminationfull; provided, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries terminates due to the Participant's death or Disability, the Participant shall become vested in the Restricted Shares awarded under this Agreement to the extent, if any, that the vesting period for a particular Award has been completed as of the date of any such termination. 3.3.1 For purposes of this Agreement, “Disability” means disability as defined in the Participant’s then effective employment agreement, or if the Participant is not then a party to an effective a severance or employment agreement with the Company which defines disabilityor any of its affiliates or is a participant in a severance policy of the Company or any of its affiliates, “Disability” means disability as determined by in either case, that provides greater vesting protection to Participant, the Board Restricted Shares shall be treated in accordance with standards and procedures similar the applicable terms of such agreement or policy. (b) In the event any of the Unvested Shares become Vested Shares, any Retained Distributions (as defined below) paid on such Unvested Shares shall be promptly paid by the Company to those under Participant. As soon as administratively practicable following the vesting of any Unvested Shares, the Company shall, as applicable, either deliver to Participant the certificate or certificates representing such DC\4200813.6 Restricted Shares in the Company’s long-term disability planpossession belonging to Participant, or, if any. Subject the Restricted Shares are held in book-entry form, then the Company shall remove the notations indicating that the Restricted Shares are subject to the first sentence restrictions of this Section 3.3.1Agreement. Participant (or the beneficiary or personal representative of Participant in the event of Participant’s death or incapacity, at any time that as the case may be) shall deliver to the Company does any representations or other documents or assurances as the Company or its representatives deem necessary or advisable in connection with any such delivery. (c) As a condition to any accelerated vesting of the Restricted Shares as set forth in Section 3.2(a), Participant shall, within the thirty (30) day period following the date of Participant’s Termination of Service, execute and not maintain revoke a long-term disability plangeneral release of all claims, “Disability” shall mean any physical or mental disability which is determined including all known and unknown and current and potential claims, in favor of the Company and its affiliates in either (A) a form provided to be total and permanent by a physician selected in good faith Participant by the CompanyCompany or (B) if Participant is party to a severance or employment agreement with the Company or any of its affiliates or is a participant in a severance policy of the Company or any of its affiliates, the form of release of claims applicable to Participant under such agreement or policy.