Common use of Vesting Clause in Contracts

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except Subject to Section 3 of this Agreement and the Company closing on funding of at least $25,000,000 (the “Initial Capital Raise”), the Executive’s Incentive Units shall become vested for the purposes hereof and the LLC Agreement in accordance with the following schedule; provided that upon each such date or event, except as may otherwise be expressly provided herein, the Executive is then employed by Section 25the Company and has not received a notice of termination from the Company: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end Time based vesting: The closing of the Performance Period.Initial Capital Raise 7,575 Class B Units 6 months after the closing of the Initial Capital Raise 3,787.5 Class B Units 12 months after the closing of the Initial Capital Raise 3,787.5 Class B Units 18 months after the closing of the Initial Capital Raise 3,787.5 Class B Units 24 months after the closing of the Initial Capital Raise 3,787.5 Class B Units (b) Except Notwithstanding the foregoing, in the event that a Change in Control (as otherwise provided by Sections 2(c)defined in below) occurs after the Initial Capital Raise, 2(d) or 3 hereof, if the employment Executive shall become fully vested in all of the Participant by Incentive Units. Notwithstanding anything in this Agreement to the Company or any Subsidiary terminates contrary, under no circumstances will the Incentive Units be eligible for acceleration of vesting prior to Initial Capital Raise during the end first 90 days of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the ParticipantExecutive’s employment without Causewith the Company. If, or (ii) after the Disability or death first 90 days of the Participant during the Restriction Period and prior to any termination of the ParticipantExecutive’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal but prior to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Initial Capital Raise Period. The remaining , the Executive’s employment with the Company is terminated by the Company without Cause (as defined in the Employment Agreement) pursuant to Section 3.1 B of the Employment Agreement, or by the Executive for Good Reason (as defined in the Employment Agreement) pursuant to Section 3.1 D of the Employment Agreement, then upon such termination, the first portion of this RSU Award that does not vest in accordance with this Section 2(cthe Incentive Units to be granted to Executive (i.e., 7,575 Class B Units) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement accelerated for vesting and Executive shall retain such portion of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU AwardExecutive’s Incentive Units, subject to the satisfaction of Company’s right to repurchase the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior Executive’s Incentive Units pursuant to the effective date of the Participant’s retirement. Any portion Section 3(c) of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofAgreement.

Vesting. Subject to this Section 2 and Section 7, if the Grantee remains employed by the Company, the RSUs shall vest in accordance with the vesting schedule set forth above, if the RSUs vest upon the passage of time, or the schedule attached hereto as Schedule A, if applicable, if the RSUs vest upon the fulfillment of performance criteria set forth herein. Each date on which the RSUs vest, either by the specified passage of time or fulfillment of the performance criteria in accordance with Schedule A, if applicable, is hereinafter referred to as a “Vesting Date”. Notwithstanding the foregoing, no Vesting Date can be any earlier than the day immediately after the day which is twelve (12) months and thirty (30) days following the Date of Grant (the period from the Date of Grant until the day which is twelve (12) months and thirty (30) days following the Date of Grant being hereinafter referred to as the “Initial Restriction Period”). Except as may otherwise provided herein, on the Vesting Date, a number of Shares equal to the number of vested RSUs shall be provided issued to the Grantee free and clear of all restrictions imposed by Section 25: this Agreement (aexcept those imposed by Sections 3.3 and 7 below). As soon as practicable (and no later than thirty (30) Subject to compliance with Section 13days) after the Vesting Date, the Restricted Stock Units under this RSU Award Company shall vest only transfer such Shares to an unrestricted account in the name of the Grantee (i) except as provided in Section 3 hereofor, if the Grantee has died, to his or her surviving spouse or, if none, to the extent that Grantee’s estate). For purposes of this Agreement, employment with a Subsidiary of the Performance Goals are satisfied Company or service as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if a member of the Participant remains continuously employed by Board of Directors of the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s considered employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedCompany. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided in Sections 2(cthis Section 2 below and subject to Section 3 below, the Class E Units shall become immediately vested as to 12.50% of the original number of Class E Units acquired by Executive pursuant to Section 1(a) and as to an additional 6.25% of the original number of Class E Units acquired by Executive to Section 1(a) at the end of each calendar quarter (with the calendar quarter ending June 30, 2004 being the next vesting date), 2(d) or 3 hereofif (but only if), if the Participant remains continuously as of each such date, Executive is still employed by the Company LLC or a Subsidiary until the end any of the Performance Periodits Subsidiaries. (b) Except as otherwise provided If, prior to the date on which all Class E Units acquired by Sections Executive pursuant to Section 1(a) have become vested pursuant to Section 2(a) hereof, Executive ceases to be employed by LLC or its Subsidiaries on any date other than the last day of any calendar quarter, the cumulative percentage of unvested Class E Units to become vested with respect to the calendar quarter during which such termination occurs shall be equal to (i) 6.25% multiplied by (ii) the quotient determined by dividing the number of days elapsed during such quarterly period prior to such termination by the total number of days of calendar quarter. Subject to Section 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or all vesting with respect to any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award remaining Unvested Units shall be immediately forfeited in its entiretyand forever cease. (c) Upon (i) the Termination of the Participant’s employment without CauseNotwithstanding anything to be contrary herein, or (ii) the Disability or death of the Participant during the Restriction Period and immediately prior to any termination the occurrence of a Liquidity Event, all Class E Units acquired by Executive pursuant to Section 1(a) which have not yet become vested shall become vested at the Participanttime of such occurrence. In addition, if Executive’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed LLC and its Subsidiaries is terminated by the Company or LLC and its Subsidiaries without Cause and such termination is not in connection with a SubsidiaryLiquidity Event, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Periodthen, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements for purposes of this Section 2 have been satisfied (with it being understood that if Executive is terminated without Cause in connection with the Liquidity Event, the vesting rules of the immediately foregoing sentence apply), Executive shall be payable entitled to an additional six calendar quarters of vesting with respect to his Class E Units, with such additional vesting to be given immediate effect on the date of termination of Executive’s employment (i.e., if, on the date of termination, Executive is vested with respect to 25% of his Class E Units and Executive is terminated without Cause prior to (but not in accordance connection with) a Liquidity Event, Executive shall be deemed vested as of the date of termination with respect to 62.5% of his Class E Units). Subject to Section 5 hereof3 below, Class E Units acquired by Executive pursuant to Section 1(a) which are considered vested, or have become vested pursuant to this Section 2 are referred to herein as “Vested Units,” and all other Class E Units acquired by Executive are referred to herein as “Unvested Units.” Subject to the accelerated vesting provision set forth in this Section 3(c) with respect to a termination without Cause, in the event that Executive’s employment with the LLC or any of its Subsidiaries is terminated for any reason (including Executive’s resignation), all vesting with respect to the Unvested Units shall immediately and forever cease and Executive will forfeit completely any and all interest in the Unvested Units without any further action on the part of the LLC or Executive.

Vesting. Except Subject to the Optionee’s continued service relationship with the Company or its Subsidiaries through the vesting date (except as may otherwise be provided by in this Section 254), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of the Grant Date]; provided, however, that: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award entire Option shall vest only (i) except immediately become a Vested Option and shall become exercisable as provided in Section 3 hereof, of immediately prior to the extent that occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the Option shall become a Subsidiary until the end Vested Option and shall become exercisable as of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment date of the Participant by the Company or any Subsidiary terminates prior such Termination of Relationship and shall remain outstanding pursuant to the end provisions of Section 8(a) with respect to the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the aggregate number of Restricted Stock Units, if any, payable under this RSU Award shall equal Option Shares subject to the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b))Option, multiplied by a fraction, (Ax) the numerator of which shall be is equal to the number of calendar days in that have elapsed since the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, Grant Date and (By) the denominator of which shall be is equal to 365, and (x2) if a Change in Control occurs within 90 days following such Termination of Relationship, the Participant was employed by entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or a Subsidiary on the first day any of its Subsidiaries for any reason and no portion of the Restriction PeriodOption that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the total number portion of days the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the Restriction Periodevent that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Optionee (whether vested or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(cunvested) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except The restrictions on transfer set forth in Section 2(b) hereof shall lapse as may otherwise be provided follows, subject to the continued employment of Participant by Section 25the Company: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Provided a Participant remains continuously employed by the Company or a Subsidiary until the consummation of an Initial Public Offering, 50% of the Restricted Stock shall be vested as of the Date of Grant. In addition, 16.7% of the remaining 50% of the Restricted Stock shall vest at the end of the Performance Period. (b) Except as otherwise third, fourth and fifth years following the Date of Grant, provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant has remained continuously employed by the Company or any Subsidiary terminates prior to (or, following the end consummation of the Restriction PeriodBrookdale Senior Living Transaction, this RSU Award shall be immediately forfeited any successor thereto) as of each such date; provided that, upon the occurrence of a Change in its entirety. (c) Upon (i) the Termination Control, 100% of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to Restricted Stock that is not vested at that time shall immediately vest. Upon any termination of the Participant’s 's employment with the Company or prior to the occurrence of an Initial Public Offering, any Subsidiary, the number shares of Restricted Stock Unitspursuant to this Restricted Stock Agreement shall be immediately forfeited by the Participant and transferred to, if anyand reacquired by, payable under this RSU Award the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall equal thereafter have any further rights or interests in such shares of Restricted Stock. From and following the number occurrence of an Initial Public Offering, upon termination of the Participant's employment with the Company other than termination by the Company (or any successor) without Cause or by the Participant for Good Reason, any shares of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of restrictions on transferability described in this Section 2 shall not already have been satisfied lapsed shall be payable 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 successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in accordance with Section 5 hereofsuch shares of Restricted Stock. 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 immediately vest in the percentage of the shares of Restricted Stock that would have vested on the anniversary of the Date of Grant next following the date of such termination, or, if that percentage is zero, then the percentage of Restricted Stock that would have vested on the anniversary of the Date of Grant following the date of such termination for which the vesting percentage is greater than zero.

Vesting. Except Subject to the provisions contained herein, your option will vest as may otherwise be provided by Section 25in your Grant Notice. Vesting will cease upon the termination of your Continuous Service. Notwithstanding the foregoing, the following provisions shall apply: (a) Subject In the event your Continuous Service is terminated due to compliance with Section 13your Disability, then the Restricted Stock Units under this RSU Award vesting and exercisability of your option shall vest only accelerate in an amount equal to the lesser of (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule Athen remaining unvested shares covered by your option, and (ii) except the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed is determined by the Company or a Subsidiary until Board) after the end date of the Performance Periodsuch termination. (b) Except In the event your Continuous Service is terminated due to your death or in the event that you die within 3 months following the termination of your service for any reason other than Cause, then the vesting and exercisability of your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant is determined by the Company or any Subsidiary terminates prior to Board) after the end date of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretysuch termination. (c) Upon In the event of either (i) the Termination of the Participant’s employment without Causea Change in Control, or (ii) a Corporate Transaction in which the Disability successor or death of the Participant during the Restriction Period surviving entity does not assume, continue or substitute for your option, and your Continuous Service has not terminated prior to such transaction, and subject to Section 1(c)(i)-(iv) below, then your option will be accelerated in full. (i) If any termination of the Participant’s employment with payment or benefit you would receive from the Company or any Subsidiary, otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the number meaning of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement Section 280G of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a SubsidiaryCode, and (Bii) but for this sentence, be subject to the denominator excise tax imposed by Section 4999 of which the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) if the Participant was employed by the Company or a Subsidiary on the first day largest portion of the Restriction Period, Payment that would result in no portion of the total number of days in Payment (after reduction) being subject to the Restriction Period, Excise Tax or (y) in all other casesthe largest portion, up to and including the total, of the Payment, whichever amount (i.e., the total number amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of days within the Restriction Period equal greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the period of time beginning on Excise Tax. If a reduction in a Payment is required pursuant to the first day of such continuous employment preceding sentence and ending on the last day Reduced Amount is determined pursuant to clause (x) of the Restriction Periodpreceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. The remaining portion If more than one method of this RSU Award that does not vest reduction will result in accordance with this Section 2(c) shall immediately the same economic benefit, the items so reduced will be forfeitedreduced pro rata (the “Pro Rata Reduction Method”). (dii) The Committee mayNotwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in its sole discretion, provide that, upon the retirement any portion of the Participant Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (iii) Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Committee in its sole discretion), all or part Company for general tax compliance purposes as of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing day prior to the effective date of a Change in Control triggering the Participant’s retirementPayment shall perform the foregoing calculations. Any portion of this RSU Award If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting a Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. (iv) If you receive a Payment for which the vesting requirements Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section 2 1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section 1(c)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have been satisfied shall be payable in accordance with Section 5 hereofno obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock Units under will vest as set forth in this RSU Award shall vest only Section 3(a), subject to the Participant remaining in continuous Employment from the Date of Grant through such vesting date. (i) except as provided in Subject to Section 3 hereof3(a)(ii) and Section 3(a)(iii) below, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end one-third of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment Restricted Stock Units will vest on each of the Participant by the Company or any Subsidiary terminates prior to the end first three anniversaries of the Restriction PeriodVesting Commencement Date, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based vest on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal any such date being rounded down to the period of time beginning on nearest whole Share and the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(cbecoming vested as to one-hundred percent (100%) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered on the third anniversary of the Vesting Commencement Date. (ii) Subject to Section 3(a)(iii) below, in the event the Participant’s Employment is terminated by this RSU Award shall be payable under this RSU Awardthe Company or one of its subsidiaries without Cause (such termination of Employment, subject a “Qualifying Termination”), and to the satisfaction extent that any Restricted Stock Units are outstanding immediately prior to such Qualifying Termination but not then vested, that number of Restricted Stock Units that, in the absence of such Qualifying Termination, would have become vested on the next vesting date following such Qualifying Termination pursuant to the vesting schedule set forth in Section 3(a)(i) hereof will automatically vest in full upon the occurrence of such Qualifying Termination. (iii) In the event of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date termination of the Participant’s retirement. Any portion Employment due to the Participant’s death or the Company’s or a subsidiary’s termination of this RSU Award as the Participant’s Employment due to which the vesting requirements Participant’s Disability, and to the extent that any Restricted Stock Units are outstanding immediately prior to such termination of this Section 2 have been satisfied Employment but not then vested, all such unvested Restricted Stock Units shall be payable in accordance with Section 5 hereofbecome fully-vested upon the occurrence of such termination of Employment.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided in Sections 2(c)Section 3, 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end term of the Performance PeriodOption shall commence on the Grant Date and shall expire on the tenth anniversary of the Grant Date. (b) Except as otherwise provided by Sections 2(c)At any time, 2(d) or 3 hereof, if the employment portion of the Participant by Option that has become vested and exercisable as described in this Section 2 is hereinafter referred to as the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety“Vested Portion.” (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period [Performance-based (based on earnings per share growth generally exclusive of items of an unusual or infrequent nature) and/or time-based vesting criteria]. (d) For the achievement avoidance of doubt, the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall Employee must be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company Corporation or a Subsidiary on the first day date vesting occurs, which with respect to Sections 2(c)(A) and (B) will occur upon the later of (i) the Board’s determination that the applicable targets have been achieved and (ii) public disclosure by the Corporation of the Restriction Period, results of operations that are the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of basis for such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeiteddetermination. (de) The Upon termination of the Employee’s employment by reason of death, retirement or Disability, the Option shall, to the extent not expired pursuant to Section 2(a) and not vested and exercisable at that time, become fully vested and exercisable. (f) If the Employee ceases to be an employee of the Corporation or a Subsidiary for any reason, the Committee may, in its sole discretion, provide thataccelerate the vesting of the Option, or any portion thereof, which has not expired pursuant to Section 2(a) and would not otherwise be vested and exercisable on the date of such termination of employment. (g) If the Employee’s Employment with the Corporation is terminated for any reason other than death, retirement or Disability, or the Committee does not otherwise exercise its discretion, pursuant to the Plan and Section 2(f) above, to accelerate the vesting of the Option in full upon the retirement Employee’s termination for any reason, the Option shall expire immediately without consideration to the extent not vested and exercisable on the date of any such termination and the Vested Portion of the Participant Option shall remain exercisable for the period set forth in Section 3(a) (as determined by and Section 3(b) in the Committee in its sole discretion), all or part case of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofLSAR).

Vesting. Except as may otherwise be provided by Section 2524, this RSU Award shall vest, as follows: (a) Subject to compliance with Section 13On , 2017 (the Restricted Stock Units under “Vesting Date”), this RSU Award shall vest only (i) except as in full, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until beginning on the end Date of Grant and ending on the Performance Period. (b) Vesting Date. Except as otherwise provided by Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction PeriodVesting Date, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the “Restriction Period.” (cb) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the death or Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, a portion of the number of Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), covered by this Agreement multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (dc) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. vest. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of Restricted Stock Units associated with this RSU Award as to which the vesting requirements requirement of this Section 2 have has been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section Twenty-five percent (25: (a%) Subject to compliance with Section 13, of the Restricted Stock Units under this RSU Award (rounded up to the nearest whole number) shall vest only on the first anniversary of the date of this Agreement and on each of the next three (3) successive anniversaries thereof unless previously vested or forfeited in accordance with the Plan or this Agreement (the “Normal Vesting Schedule”). (i) except as provided Any Restricted Stock Units that fail to vest because the employment condition set forth in Section 3 hereof3(c) is not satisfied shall be forfeited, subject to the extent that the Performance Goals are satisfied as provided special provisions set forth in Schedule A, and subsections (ii) except as otherwise provided through (iv) of this Section 3(a). (ii) If the Participant’s employment terminates due to death or Permanent Disability, or in Sections 2(cthe event of a Change in Control where the holders of the Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested. (iii) If-on or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), 2(d) or 3 hereof, if the Participant remains continuously employed terminates employment for Good Reason, or is terminated by the Company without Cause, Restricted Stock Units not previously vested shall immediately become vested. (iv) In the event of the Participant’s resignation or termination of employment (other than for Cause) on or after the earlier of (A) the Participant’s 60th birthday and having attained ten (10) years of service with the Company or a Subsidiary until the end (including years of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant service granted by the Company or any Subsidiary terminates prior to the end as a result of the Restriction Perioda merger, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Causeacquisition, or (iiother transaction) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be Participant’s 65th birthday (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period“Retirement”), the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Compensation Committee maymay determine, in its sole discretion, provide that, upon whether and the retirement of the Participant (as determined by the Committee manner in its sole discretion), all or part of the which Restricted Stock Units covered by this RSU Award not previously vested (or any portion thereof) shall be vested and transferred to such Participant. In the absence of Compensation Committee action, upon such Retirement, the Participant shall forfeit any and all Restricted Stock Units which have not vested as of the date of such termination and such units shall revert to the Company without consideration of any kind. To the extent the Participant’s Retirement date and vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this RSU Awardsubsection shall constitute the payment of nonqualified deferred compensation, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Code Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.409A.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13in paragraph 2(d), the Participant’s interest in the Restricted Stock Units under this RSU Award shall vest only (i) except and become non-forfeitable, so long as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by in the continuous employ of the Company or a Subsidiary until an Affiliate from the end Date of Award, with respect to 50% of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if shares of Common Stock subject to this Restricted Stock Unit on the employment first anniversary of the Participant by Date of Award, with respect to 25% of the Company or any Subsidiary terminates prior shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the end remaining 25% of the Restriction Periodshares 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 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 Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this RSU Award Agreement, shall be immediately forfeited in its entirety. (c) Upon vest upon the date of the earliest of the following events (i) the Termination Participant’s death or (ii) the termination of the Participant’s employment without Cause, or (ii) on account of Disability; provided that the Disability or death Participant remains in the continuous employ of the Company or an Affiliate from the Date of 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 during shall have no further rights with respect to the Restriction Period and prior to any Restricted Stock Units, upon the termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of and its Affiliates other than with respect to Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals become vested as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date result of the Participant’s retirement. Any portion death or termination of this RSU Award as to which the vesting requirements Participant’s employment on account of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofDisability.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only paragraph 2(d): (i) except Each Executive's Class A Convertible Shares shall become vested in accordance with the following schedule, if, but only if, as of each such date such Executive is and has continued to be employed by or to serve as an officer or director for the Company and its Subsidiaries: December 31, 2005 33.3 % December 31, 2006 66.7 % December 31, 2007 100 % None of an Executive's Class A Convertible Shares shall become vested if such Executive ceases to be employed by, or to serve as an officer or director for, the Company or its Subsidiaries prior to December 31, 2005. If any Executive ceases to be employed by, or to serve as an officer or director for, the Company or its Subsidiaries on any date other than any Vesting Date set forth in this paragraph 2(c)(i) after December 31, 2005 but prior to December 31, 2007, the cumulative percentage of such Executive's Class A Cumulative Shares to become vested shall be determined on a pro rata basis according to the number of days elapsed since the immediately preceding Vesting Date. Notwithstanding the foregoing, upon the occurrence of a Sale of the Company or a Listing, all of an Executive's Class A Convertible Shares which have not previously vested shall become vested and shall convert to an equal number of Class D Convertible Shares upon the occurrence of such event; provided that no Class A Convertible Shares shall vest for any Executive (or Executive's transferees) upon the occurrence of a Sale of the Company or a Listing if the Executive holding such Class A Convertible Shares or from whom the Class A Convertible Shares were transferred is no longer employed by, or no longer serves as an officer or director for, the Company and its Subsidiaries as of the date of the occurrence of the Sale of the Company or a Listing. (ii) 33.3% of the aggregate number of each Executive's Class B Convertible Shares issued to him pursuant to paragraph 2(a) will become vested on each Applicable Class B Valuation Date if, but only if, the IRR of the MDCP Co-Investors as of such Applicable Class B Valuation Date equals or exceeds 25%; provided that if the IRR of the MDCP Co-Investors as of such Applicable Class B Valuation Date is greater than 15%, but less than 25%, the percentage of the aggregate Class B Convertible Shares which will become vested as of such Applicable Class B Valuation Date shall be the percentage determined by multiplying 3.33 by the excess of (A) the IRR of the MDCP Co-Investors as of the Applicable Class B Valuation Date over (B) 15%. In the event that an Accelerated Valuation Date occurs prior to any Applicable Class B Valuation Date, 100% of the Class B Convertible Shares not previously vested pursuant to this paragraph 2(c)(ii) will become vested as of such Accelerated Valuation Date if, but only if, the IRR of the MDCP Co-Investors as of such Accelerated Valuation Date equals or exceeds 25%; provided that if the IRR of the MDCP Co-Investors as of the Accelerated Valuation Date is greater than 15%, but less than 25%, the percentage of Eligible Class B Convertible Shares which shall vest as of such Accelerated Valuation Date shall be the percentage determined by multiplying 10 by the excess of (A) the IRR of the MDCP Co-Investors as of the Accelerated Valuation Date over (B) 15%. Vesting with respect to the Class B Convertible Shares shall be cumulative such that if the IRR of the MDCP Co-Investors as of an Accelerated Valuation Date or any subsequent Applicable Class B Valuation Date is greater than any preceding Applicable Class B Valuation Date, the percentage of each Executive's entire holding of Class B Convertible Shares vested shall be recalculated to be equal to the percentage vested for such Accelerated Valuation Date or subsequent Applicable Class B Valuation Date (i.e., if the IRR of the MDCP Co-Investors as of a preceding Applicable Class B Valuation Date was 15% and the IRR of the MDCP Co-Investors as of a subsequent Applicable Class B Valuation Date is 20%, the aggregate percentage of Class B Convertible Shares vested (inclusive of Class B Convertible Shares already vested as of such preceding Applicable Class B Valuation Date) with respect to both Applicable Class B Valuation Dates shall be, effective as of the subsequent Applicable Class B Valuation Date, 50%). For the avoidance of doubt, in Section 3 hereofthe event that an Accelerated Valuation Date arises prior to any Applicable Class B Valuation Date, the determination of vesting with respect to all unvested Class B Convertible Shares otherwise eligible for vesting on any subsequent Applicable Class B Valuation Date shall be made solely as of such Accelerated Valuation Date and shall not be re-eligible for vesting as of such subsequent Applicable Class B Valuation Date. Notwithstanding anything else to the contrary set forth in this paragraph 2(c)(ii), no Class B Convertible Shares shall vest for any Executive (or Executive's transferees) as of any Applicable Class B Valuation Date or Accelerated Valuation Date if the Executive holding such Class B Convertible Shares or from whom the Class B Convertible Shares were transferred is no longer employed by, or no longer serves as an officer, or director for, the Company and its Subsidiaries as of such Applicable Class B Valuation Date or Accelerated Valuation Date. (iii) 100% of each Executive's Class C Convertible Shares will become vested on the Class C Valuation Date if, but only if, the IRR of the MDCP Co-Investors as of the Class C Valuation Date is equal to or greater than 30%. In the event that an Accelerated Valuation Date occurs prior to the Class C Valuation Date, 100% of the Class C Convertible Shares will become vested as of such Accelerated Valuation Date if, but only if, the IRR of the MDCP Co-Investors as of such Accelerated Valuation Date is equal to or greater than 30%. For the avoidance of doubt, in the event that an Accelerated Valuation Date arises prior to the Class C Valuation Date, the determination of vesting with respect to all unvested Class C Convertible Shares otherwise eligible for vesting on the subsequent Class C Valuation Date shall be made solely as of such Accelerated Valuation Date and shall not be re-eligible for vesting as of such subsequent Class C Valuation Date. Notwithstanding anything else to the contrary set forth in this paragraph 2(c)(iii), no Class C Convertible Shares shall vest for any Executive (or Executive's transferees) as of the Class C Valuation Date or Accelerated Valuation Date if the Executive holding such Class C Convertible Shares or from whom the Class C Convertible Shares were transferred is no longer employed by, or no longer serves as an officer or director for, the Company and its Subsidiaries as of such Class C Valuation Date or Accelerated Valuation Date. (iv) Notwithstanding the provisions of paragraphs (i), (ii) and (iii), as a condition to accelerated vesting of such Executive's Convertible Shares in connection with a Sale of the Company, such Executive shall, if requested by the purchaser of the Company and for no additional consideration therefor, agree to continued employment for up to 12 months following such Sale of the Company so long as such Executive's compensation package and job description immediately following such Sale of the Company is substantially similar with respect to remuneration (other than with respect to equity participation), scope of duties, responsibility and job location to such Executive's compensation package and job description immediately prior to such event. (v) The IRR of the MDCP Co-Investors on any Applicable Valuation Date shall be determined with reference to the Total Value of the Company and its Subsidiaries as of such Applicable Valuation Date, which Total Value (including the components thereof) shall be determined, to the extent that possible, on the Performance Goals are satisfied as provided basis of the audited annual financial statements for the Company and its Subsidiaries for the period ended on such Applicable Valuation Date and otherwise in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed good faith by the Company or a Subsidiary until the end Company. The IRR of the Performance Period. (b) Except MDCP Co-Investors as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award such Applicable Valuation Date shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, calculated (A) assuming that on such Applicable Valuation Date, the numerator of which shall be MDCP Co-Investors are receiving Cash Inflows for any Preferred Equity Securities equal to the number of days in stated value thereof plus accrued but unpaid dividends thereon and with respect to its Ordinary Shares is receiving Cash Inflows equal to the Restriction Period during which the Participant was continuously employed Total Value multiplied by the percentage of fully-diluted Ordinary Shares of the Company or a Subsidiary, held by the MDCP Co-Investors as of such Applicable Valuation Date and (B) with regard to all sales of equity securities prior to such Applicable Valuation Date by calculating all Cash Inflows received or receivable with respect to such equity securities sold prior to such Applicable Valuation Date. The IRR of the denominator MDCP Co-Investors on an Accelerated Valuation Date that arises as a result of which a Sale of the Company shall be (x) if determined on the Participant was employed basis of the aggregate Cash Inflows received or receivable by the Company or a Subsidiary on the first day MDCP Co-Investors in respect of all sales of equity securities of the Restriction Period, Company by the total number of days MDCP Co-Investors through and including such Accelerated Valuation Date (and in the Restriction Periodevent that the MDCP Co-Investors have not sold all of their equity securities as of such Accelerated Valuation Date, or (y) in all other cases, assuming that the total number of days within the Restriction Period MDCP Co-Investors would sell their remaining Preferred Equity Securities at an amount equal to the period stated value thereof plus accrued and unpaid dividends thereon and its remaining Ordinary Shares at the average price per share received or receivable by the MDCP Co-Investors in respect of time beginning their Ordinary Shares through such Accelerated Valuation Date). The IRR of the MDCP Co-Investors on an Accelerated Valuation Date that arises as a result of a Listing shall be determined assuming that the MDCP Co-Investors will receive Cash Inflows on such Accelerated Valuation Date with respect to all of their then-outstanding Ordinary Shares at the gross per share offering price for Ordinary Shares on the first day date that the Listing becomes effective (the "Offering Price") and will receive Cash Inflows in respect of all of their then-outstanding Preferred Equity Securities in an amount equal to the stated value thereof plus accrued and unpaid dividends (with it being understood that all Cash Outflows and Cash Inflows for the MDCP Co-Investors with respect to Ordinary Shares sold prior to the date of such continuous employment and ending on the last day Listing shall be disregarded in calculating IRR of the Restriction Period. The remaining portion MDCP Co-Investors on an Accelerated Valuation Date that arises as a result of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeiteda Listing). (dvi) The Committee may, in its sole discretion, provide that, upon the retirement In determining IRR of the Participant MDCP Co-Investors for purposes of calculating vesting with respect to Class B Convertible Shares, as of any date of determination, all Class A Convertible Shares shall be assumed to have vested and been converted into Class D Convertible Shares, a number of Class B Convertible Shares that would be vested and convertible as a result of the IRR calculation as of the date of determination shall be assumed to have vested and been converted into Class D Convertible Shares, no Class C Convertible Shares shall be assumed to have vested and been converted into Class D Convertible Shares and all Class D Convertible Shares (including as determined by assumed issued as a result of this sentence) shall be assumed to have been converted into Ordinary Shares. In determining IRR of the Committee in its sole discretion)MDCP Co-Investors for purposes of calculating vesting with respect to the Class C Convertible Shares, as of any date of determination, all Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares shall be assumed to have vested and been converted into Class D Convertible Shares and all Class D Convertible Shares (including as assumed issued as a result of this sentence) shall be assumed to have been converted into Ordinary Shares. (vii) In addition to the vesting otherwise herein described, all or part any portion of the Restricted Stock Units covered by this RSU Award shall Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares may be payable under this RSU Award, subject to vested in the satisfaction discretion of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofBoard exercised at any time.

Vesting. Except as may otherwise be provided by Section 25: percent (a__%) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by (rounded up to the nearest whole number) shall vest on the first anniversary of the date of this RSU Award Agreement and on each of the next ____________anniversary date(s) thereof unless previously vested or forfeited in accordance with the Plan or this Agreement (the “Normal Vesting Schedule”). (i) Any Restricted Stock Units that fail to vest because the Participant is no longer a director and one of the exceptions set forth in Section 3(c) are not satisfied, such Restricted Stock Units shall be payable under this RSU Awardforfeited, subject to the satisfaction special provisions set forth in subsections (ii) through (iv) of this Section 3(a). (ii) If the Participant is no longer a participant because of death or Permanent Disability, or in the event of a Change in Control where the holders of the Performance Goals Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested. (iii) If on or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), the Participant terminates as provided in Schedule A. Any such action a director for Good Reason, or is terminated by the Committee must be made in writing prior to Company without Cause, Restricted Stock Units not previously vested shall immediately become vested. (iv) In the effective date event of the Participant’s retirementresignation or termination as a director (other than for Cause) (a “Retirement”), unless the Board determines otherwise, Restricted Stock Units not previously vested shall immediately become vested and transferred to such Participant. Any portion To the extent the Participant’s Retirement date and vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of this RSU Award as nonqualified deferred compensation, subject to which the vesting requirements of this Code Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.409A.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance The Award will vest, if at all, in accordance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, attached hereto and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or made a Subsidiary until the end part of the Performance Periodthis Agreement. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if In the event Recipient's employment with one of the Participant by the Company or any Subsidiary terminates Corporation's Subsidiaries is terminated prior to the end of the Restriction three year measurement period set forth in Schedule A (the "Measurement Period") due to the Recipient's death, Disability (as defined in section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended, (the "Code")), Retirement (subject to the second paragraph of Section 4) or termination not for Cause (each an "Early Termination") the Award will vest, if at all, on a pro-rata basis and will be paid to the Employee (or, in the event of the Employee's death, the Employee's designated beneficiary for purposes of the Award, or in the absence of an effective beneficiary designation, the Employee's estate). The pro-rata basis will be a percentage where the denominator is 36 and the numerator is the number of months from January 1, 2006 through the month of Early Termination, inclusive. This pro-rata basis will be paid to the Recipient at the same time as Cash Awards and Stock Distributions are made to then current employees who have Awards under the Plan, subject to Section 2(f) of this RSU Agreement. (c) In the event Recipient's employment with one of the Corporation's Subsidiaries is terminated for Cause, or if the Recipient terminates his/her employment with such Subsidiary, each occurring prior to April 15, 2009, the Award shall be immediately forfeited in its entirety. (cd) Upon (i) If prior to April 15, 2009, the Termination Recipient becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Participant’s employment without CauseCorporation, or (ii) if the Disability or death Recipient begins a leave of absence without reinstatement rights, then in each case the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days forfeited in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedits entirety. (de) The Committee may, In the event of a Change in its sole discretion, provide that, upon the retirement Control of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing Corporation prior to the effective distribution of the Award, the Award will be paid within 60 days of the date of the Participant’s retirementChange in Control. Any portion In such event, the vesting date will be the date of the Change in Control. The term "Change in Control" is defined for purposes of this RSU Award as to which the vesting requirements of this Agreement in Section 2 have been satisfied shall be payable in accordance with Section 5 hereof7.

Vesting. Except 3.1 The Restricted Shares subject to this grant shall become unrestricted and vested as may otherwise be provided by Section 25: follows: • 44% on the Grant Date (a) Subject to compliance with Section 13the “Withheld Shares”); • 62.7% on February 24, the Restricted Stock Units under this RSU Award shall vest only 2011 (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(cincluding any amount previously vested), 2(d) or 3 hereof, if provided the Participant remains continuously is then employed by the Company or a Subsidiary until the end and/or one of the Performance Period. its Subsidiaries; • 81.3% on February 24, 2012 (b) Except as otherwise provided by Sections 2(cincluding any amount previously vested), 2(d) or 3 hereof, if the employment of provided the Participant is then employed by the Company or any Subsidiary terminates prior to and/or one of its Subsidiaries; and • 100% on February 24, 2013, provided the end Participant is then employed by the Company and/or one of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretySubsidiaries. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of 3.2 If the Participant’s employment with the Company and/or its subsidiaries terminates as a result of (i) the Company terminating the Participant’s employment for Cause (as defined below) or (ii) the Participant terminating his employment without Good Reason (as defined below), in each case, prior to the vesting of all or any Subsidiary, portion of the number of Restricted Stock Units, if any, payable Shares awarded under this RSU Award shall equal the number of Agreement, then such unvested Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) Shares shall immediately be forfeited. (d) cancelled and the Participant shall forfeit any rights or interests in and with respect to any such unvested Restricted Shares. The Committee may, in its sole discretion, provide thatdetermine, upon prior to or within ninety (90) days after the retirement 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 for any reason other than by the Company for Cause or by the Participant without Good Reason (i.e., death, permanent disability, by the Company without Cause, by Participant for Good Reason), then the Participant shall become 100% vested in the Restricted Shares awarded under this Agreement as of the Participant date of any such termination. 3.4 In the event of a Change of Control (as determined by the Committee in its sole discretiondefined below), all or part restrictions, terms and conditions applicable to the Restricted Shares shall be deemed lapsed and satisfied as of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion Change of Control. 3.5 For purposes of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.Agreement:

Vesting. Except as may otherwise be provided by Section 25herein, and provided that Grantee remains in Continuous Service through the Vesting Date: (a) Subject to compliance 3.1 The TSR Peer Group PSUs will vest, in whole or in part, on the Vesting Date, in accordance with Section 13the schedule set forth on Exhibit I; and 3.2 The ▇▇▇▇▇▇▇ 3000 Index PSUs will vest, in whole or in part, on the Restricted Stock Units under this RSU Award Vesting Date, in accordance with the schedule set forth on Exhibit II. 3.3 With effect as of the Vesting Date, any PSUs that vest as set forth above, except for a fraction of a PSU, become “Vested Units,” and all other PSUs, including a fraction of a PSU that would otherwise vest as set forth above, shall vest only (i) except as provided in Section 3 hereofbe automatically forfeited, and neither the Company nor any Affiliate shall have any further obligations to the extent that Grantee with respect to such forfeited PSUs. 3.4 The foregoing vesting schedules notwithstanding, if the Performance Goals are satisfied as provided in Schedule AGrantee’s Continuous Service terminates for any reason, and (ii) except as otherwise provided in Sections 2(c), 2(d) Section 11 of the Plan or 3 hereof, if the Participant remains continuously employed by any successor provision or in any employment agreement between Grantee and the Company or a Subsidiary until its affiliate (“Employment Agreement”), at any time before the end Vesting Date, the Grantee’s unvested PSUs shall be automatically forfeited upon such termination of Continuous Service, and neither the Performance PeriodCompany nor any Affiliate shall have any further obligations to the Grantee under this Agreement. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates 3.5 Immediately prior to the end consummation of the Restriction Perioda Corporate Transaction described in Section 2(q)(i), this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death (iii) of the Participant during Plan, the Restriction Period PSUs shall automatically vest in their entirety at the target amount and prior shall as of such moment become Vested Units; except to any termination of the Participant’s employment with extent this Agreement is Assumed, in which case this Agreement shall continue to apply to the Company PSUs or any Subsidiary, similar rights issued in lieu thereof in connection with such assumption. Appropriate adjustments shall be made to the number of Restricted Stock Units, if any, payable under this RSU Award shall equal PSUs to reflect the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement effect of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedCorporate Transaction. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award The shares shall vest only as set forth in the Notice of Grant; provided that (i) except as provided in Section 3 hereof, to the extent that shares shall vest immediately upon the Performance Goals are satisfied as provided in Schedule Adeath or Disability of the Participant while employed by the Company or any Affiliate, and (ii) except in the event of the Participant’s Retirement then (A) any 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 goals are established in respect of the shares, any shares as otherwise provided in Sections 2(c)to which the restrictions on transferability shall not already have lapsed shall not be forfeited unless and until it shall have been determined by the Committee that any such performance vesting goals will not be attained. For the purposes of this Paragraph D, 2(d) “Disability” means a physical or 3 hereof, if mental condition that qualifies the Participant remains continuously employed Grantee for long-term disability benefits under a long-term disability plan maintained by the Company or a Subsidiary until an Affiliate employing the end Grantee. For the purposes of the Performance Period. (b) Except as otherwise provided by Sections 2(c)this Paragraph D, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any “Retirement” means voluntary termination of the Participant’s employment with the Company or any Subsidiaryand all Affiliates after (i) attaining age 65, the number (ii) qualifying for Rule of Restricted Stock Units, if any, payable under this RSU Award shall equal the number 80 retirement (combined age and years of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)service totaling 80), multiplied by or (iii) attaining age 55 and completing 15 Years of Service. For purposes of this Paragraph D, “Years of Service” means a fraction, Participant’s complete 12-month periods of continuous employment (A) the numerator of which shall be the number of days excluding any periods in the Restriction Period during which the Participant was continuously employed incurs a break in service) with the Company and its Affiliates. A Participant’s Years of Service shall include employment by a predecessor employer whose stock or substantially all of whose assets are acquired by the Company or a SubsidiaryCompany, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee or its designee. Upon vesting, as described above in its sole discretion)this Paragraph D, all or part and within thirty (30) days thereafter, the shares shall be released (paid) to the Participant free of the Restricted Stock Units covered by restrictions described in this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofAgreement.

Vesting. (a) Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13herein, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, one-third of the RSUs (rounded down to the extent that nearest whole Share) shall become vested on the Performance Goals are satisfied as provided in Schedule Afirst anniversary of the Grant Date, and (ii) except as otherwise provided one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become vested on the third anniversary of the Grant Date, in Sections 2(cthe case of each of clauses (i), 2(d(ii) or 3 hereofand (iii), if subject to Participant not having incurred a Termination of Employment prior to the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodapplicable vesting date. (b) Except as otherwise provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment for any reason, unvested RSUs shall be forfeited by Sections 2(cParticipant without consideration therefor. Notwithstanding the foregoing, if Participant incurs a Termination of Employment due to Participant’s death or “Disability” (as defined in the Plan), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates RSUs that are outstanding immediately prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the such Termination of Employment and that would have vested on the Participant’s employment without Causenext vesting date shall vest pro-rata, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal RSUs vesting to be determined by multiplying the number of Restricted Stock Units RSUs that otherwise would be paid, if any, following the Restriction Period (based have vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied next vesting date by a fraction, (A) the numerator of which shall be is the number of days in between the Restriction Period during which prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the Participant was continuously employed by the Company or a Subsidiarydate of Participant’s Termination of Employment, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedis 365. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock Units under will vest as set forth in this RSU Award shall vest only Section 3(a), subject to the Participant remaining in continuous Employment from the Date of Grant through such vesting date. (i) except as provided in Subject to Section 3 hereof3(a)(ii) and Section 3(a)(iii) below, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end one-third of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment Restricted Stock Units will vest on each of the Participant by the Company or any Subsidiary terminates prior to the end first three anniversaries of the Restriction PeriodVesting Commencement Date, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based vest on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal any such date being rounded down to the period of time beginning on nearest whole Share and the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(cbecoming vested as to one-hundred percent (100%) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered on the third anniversary of the Vesting Commencement Date. (ii) Subject to Section 3(a)(iii) below, in the event the Participant’s Employment is terminated by this RSU Award shall be payable under this RSU Awardthe Company or one of its subsidiaries without Cause or if the Participant terminates his or her Employment for Good Reason (each such termination of Employment, subject a “Qualifying Termination”), and to the satisfaction extent that any Restricted Stock Units are outstanding immediately prior to such Qualifying Termination but not then vested, that number of Restricted Stock Units that, in the absence of such Qualifying Termination, would have become vested on the next vesting date following such Qualifying Termination pursuant to the vesting schedule set forth in Section 3(a)(i) hereof will automatically vest in full upon the occurrence of such Qualifying Termination. (iii) In the event of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date termination of the Participant’s retirement. Any portion Employment due to the Participant’s death or the Company’s or a subsidiary’s termination of this RSU Award as the Participant’s Employment due to which the vesting requirements Participant’s Disability, and to the extent that any Restricted Stock Units are outstanding immediately prior to such termination of this Section 2 have been satisfied Employment but not then vested, all such unvested Restricted Stock Units shall be payable in accordance with Section 5 hereofbecome fully-vested upon the occurrence of such termination of Employment.

Vesting. Except Notwithstanding any and all above provisions of this Section 2, Employee acknowledges and agrees that all Incentive Shares are granted and issued based on the understanding that Employee will be fully and continuously engaged with the Company under the Employment Agreement for certain minimum periods of time as may otherwise set forth herein below, and, accordingly it is hereby covenanted and agreed by Employee that Incentive Shares shall be provided by Section 25subject to applicable vesting periods and in accordance with and subject to the following terms and provisions: 2.4.1. 25% (atwenty five percent) Subject of the Incentive Shares shall vest after 12 (twelve) months from the Commencement Date, and the remaining 75% (seventy five percent) of the Incentive Shares shall vest in 12 (twelve) equal portions on a quarterly basis over the following period of 36 (thirty six) months. The full period of 4 (four) years from the Commencement Date shall be referred to compliance with Section 13as the "Vesting Period". 2.4.2. In the event that, at any time during the Vesting Period, the Restricted Stock Units under this RSU Award Employment Agreement shall vest only be terminated or cancelled for any reason whatsoever (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(ca "Termination Event"), 2(d) or 3 hereofthen, if upon the Participant remains continuously employed by later of the Company or a Subsidiary until actual termination of the Employment Agreement and the end of the Performance Notice Period. , where applicable, all unvested Incentive Shares at such date shall be subject to one or more Adjustment Actions as shall be determined by the Company, at its sole and absolute discretion in order to cause the Applicable Percent to be adjusted to the applicable percentage as at the time of termination. For example, in the event of a Termination Event at the end of 12 (btwelve) Except as otherwise provided by Sections 2(cmonths from the Commencement Date, the Applicable Percent shall be 2% (two percent), 2(d) or 3 hereof, if ; Employee hereby agrees and confirms that the employment shareholders of the Participant by Company may take all such Adjustment Actions, and hereby empowers the Board of Directors of the Company or any Subsidiary terminates prior person which may be designated by the Board of Directors of the Company to vote all the Incentive Shares (to the extent required and applicable for the above purposes only) in any way as he or she may deem fit for the above purposes. For the avoidance of doubt, a Termination Event will have no effect whatsoever with regard to any vested shares, which will include all shares vested in accordance hereof until the later of the actual termination of the Employment Agreement and the end of the Restriction Notice Period, this RSU Award shall be immediately forfeited in its entiretywhere applicable. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25in Sections 3 and 24 hereof, this RSU Award shall vest, as follows: (a) Subject to compliance with Section 13On , 2018 (the Restricted Stock Units under “Vesting Date”), this RSU Award shall vest only (i) except as in full, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until beginning on the end Date of Grant and ending on the Performance Period. (b) Vesting Date. Except as otherwise provided by Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction PeriodVesting Date, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the “Restriction Period.” (cb) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the death or Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, a portion of the number of Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), covered by this Agreement multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (dc) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. vest. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of Restricted Stock Units associated with this RSU Award as to which the vesting requirements requirement of this Section 2 have has been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. 3.1 Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c)this Agreement, 2(d) or 3 hereof, if provided that the Participant remains continuously employed by the Company or has not incurred a Subsidiary until the end Termination of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates Service prior to the end of the Restriction PeriodPerformance Period set forth on Exhibit A (attached hereto), this RSU Award 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 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 be immediately forfeited in its entiretyautomatically forfeited. (c) Upon (i) 3.2 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 Termination of Service for any reason at any time before all of his or 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 Participant under this Agreement. 3.3 If the Participant’s employment Termination of Service occurs as a result of a Termination of Service by the Company without CauseCause 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), or (ii) the Disability or death a pro-rated portion of the Participant 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 Restriction Performance Period and prior that the Participant was employed, provided the Participant continues to comply with the terms of any termination of confidentiality, non-solicitation and/or non-competition agreement (including the Participant’s employment restrictions set forth herein, if applicable) with the Company or any Subsidiaryof its Subsidiaries. If the Participant has met the Enhanced Retirement eligibility (as defined in Section 3.6), all of the number of Restricted Stock Units, if any, payable under this RSU Award OP Profits Units shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (remain outstanding and eligible to vest based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on actual performance through the last day of the Restriction Performance Period. The remaining 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 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 RSU Award that does not vest Agreement. 3.5 If, within the twenty-four (24) month period following a Change in accordance with 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 Section 2(c) 3, “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 has attained the age of 65. For purposes of this Section 3, “Enhanced Retirement” means the Participant has continued to serve as 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 Termination of Service occurs as a result of Participant’s death or Disability (as defined below), a pro-rated portion of the OP Profits Units shall immediately be forfeited. become vested at Target Performance Level (d) The Committee mayregardless of the Company’s performance), in its sole discretionbased on the number of days during the Performance Period that the Participant was employed with the Company, provide thatas applicable, upon the retirement of provided the Participant (as determined by the Committee or Participant’s estate, if applicable) executes and delivers a general release of claims in its sole discretion), all or part favor of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject Company in a form satisfactory to the satisfaction of the Performance Goals as provided in Schedule A. Any Company and such action by the Committee must be made in writing release becomes effective and non-revocable prior to the effective date of 90th day following the Participant’s retirementTermination of Service date. Any portion For purposes of this RSU Award as paragraph only, “Disability” shall 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 which engage in any substantial gainful activity 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, or (b) the vesting requirements Participant is, by reason of this Section 2 have been satisfied 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 health plan covering the employees of the Company, provided, however, that nothing contained herein shall be payable in accordance construed as permitting a violation of the Americans with Section 5 hereofDisabilities Act or similar law prohibiting discrimination on the basis of a disability.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU The Unit Award shall vest become Vested on the basis of one Unit to one share of Common Stock only (i) except upon the Vesting Dates and the satisfaction of the performance criteria, if any, as provided set forth in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule AVesting Schedule, and (ii) the Dividend Equivalent Award shall become Vested only upon the vesting of the underlying Unit Award and only if a cash dividend has actually been declared and issued on the Common Stock on or after the Grant Date and on or before the Payment Date of the underlying Unit, in each case except as otherwise provided herein or determined by the Company in Sections 2(c)its sole discretion. Subject to Section 3(d) below, 2(d) or 3 hereofno portion of any Award shall become Vested on the Vesting Date unless the Employee is then, if and since the Participant remains Grant Date has continuously been, employed by the Company or a Subsidiary until the end of the Performance Periodan Affiliate. (b) Except In the event that the Employee takes a leave of absence from his or her employment prior to a Vesting Date, the Company has the discretion to suspend vesting during such leave of absence as provided for in the Company’s leave policy, to the extent permitted by applicable law. Upon the Employee’s return to active work, vesting will resume; however, unless otherwise provided in the Company’s leave policy, or otherwise required by Sections 2(c)applicable law, 2(dthe Employee will not receive credit for any vesting during the leave of absence period. (c) Subject to Section 3(d) below, in the event that the Employee’s employment terminates prior to a Vesting Date due to (1) disability, or 3 hereof, if the employment of the Participant (2) termination by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without CauseAffiliate, or (ii3) the Disability or death any other termination of employment, as further described in Section 7(j)(iii) of this Agreement, any portion of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does has not vest in accordance with this Section 2(c) shall immediately then become Vested will be forfeitedforfeited automatically. (d) The Committee In the event that the Employee’s employment terminates prior to a Vesting Date due to the Employee’s death, the Unit Award will immediately vest and will be settled in accordance with Section 6 below. (e) In the event of a merger or acquisition of the Company in which the Company is not the surviving entity, or a sale of substantially all of the Company’s assets, the Company may, in its sole discretion, accelerate the Vesting of all or any portion of any Award, unless the surviving entity agrees to assume or provide that, upon the retirement substituted awards in respect of the Participant (as determined by the Committee in its sole discretion), all or part portion of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 Awards that have been satisfied shall be payable in accordance with Section 5 hereofnot yet become Vested.

Vesting. Except as may otherwise be provided by Section 25(a) The Participant shall become vested in the Restricted Stock Units, in installments, on the dates indicated in the following table: (ab) Subject to compliance with Section 13In the event of the Participant’s Termination (x) by the Company without Cause (other than as a result of death or disability) or (y) by the Participant for Good Reason: (i) if such Termination occurs within the twelve (12) month period following a Change in Control (a “CIC Period”), then upon the date of such Termination the Participant shall become one hundred percent (100%) vested in the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule AUnits, and (ii) except as otherwise provided in Sections 2(c)if such termination occurs other than within a CIC Period, 2(d) or 3 hereof, if then upon the date of such Termination the Participant remains continuously shall become vested in the portion of the Restricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination. (c) In the event of the Participant’s Termination (i) due to the Participant's death or (ii) by the Company or a Subsidiary until due to the end Participant's Disability, the Participant shall become vested in the portion of the Performance PeriodRestricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination. (bd) Except as otherwise provided by Sections 2(c)in this Agreement, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of upon the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to Termination for any termination of the Participant’s employment with the Company or any Subsidiaryreason, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award in which the Participant has not become vested shall be payable under cancelled, and forfeited by the Participant, without consideration. (e) Notwithstanding any provision of this RSU AwardAgreement to the contrary, upon the Participant’s Termination by the Company for Cause, the Restricted Stock Units, including any portion in which the Participant had previously become vested, shall be cancelled, and forfeited by the Participant, without consideration. (f) Notwithstanding any provision of this Agreement to the contrary, (1) this Agreement is contingent upon and subject to the satisfaction approval of the Performance Goals December Plan Amendment and the January Plan Amendment (which amendments are expected to be presented to shareholders as provided in Schedule A. Any such action part of an amended and restated version of the Plan) by the Committee must Company’s shareholders pursuant to the rules of the Applicable Exchange at the Company’s annual meeting of shareholders held in 2021 (as it may be made adjourned or postponed) (such approval of the Amended Plan, the “Required Shareholder Approval”), (2) in writing the event that the Required Shareholder Approval is not obtained for any reason, this Agreement shall be null and void and the Participant shall have no rights or interest of any kind with respect to the Restricted Stock Units or associated DERs, including any portion which had previously vested, and (3) if an event occurs prior to the effective date receipt of the Participant’s retirement. Any portion of this RSU Award as to which Required Shareholder Approval that would otherwise result in the vesting requirements of Restricted Stock Units subject to this Section 2 have been satisfied Agreement, no shares in respect of such Restricted Stock Units shall be payable in accordance issued, and no payments with Section 5 hereofrespect to DERs associated with such Restricted Stock Units shall be made, unless and until the Required Shareholder Approval has been obtained.

Vesting. 3.1 Except as may otherwise be provided by Section 25: 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 (aattached hereto) Subject to compliance with Section 13have been satisfied, the Restricted Stock Units under this RSU Award shall will vest only (i) except and no longer be subject to any restrictions in accordance with the following schedule: Upon completion of the Performance Period as described in Appendix A As provided in Appendix A Once vested, the Restricted Stock Units become "Vested Units." 3.2 Except as provided in Section 3 hereofSections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant's Termination of Service for any reason at any time before all of his or 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 extent that Participant under this Agreement. 3.3 If the Performance Goals are satisfied Participant’s Termination of Service occurs as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed a result of a Termination of Service by the Company or without Cause, a Subsidiary until pro-rated portion of the end Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if based on the employment number of days during the Performance Period that the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of was employed provided the Participant during continues to comply with the Restriction Period and prior to terms of any termination of the Participant’s employment confidentiality, non-solicitation and/or non-competition agreement with the Company or any Subsidiaryof its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would shall be paidautomatically 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), if any, following a pro-rated portion of the Restriction Period (Restricted Stock Units shall remain outstanding and eligible to vest based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on actual performance through the last day of the Restriction PeriodPerformance 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. The remaining portion 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 RSU Award Section 3, “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 does not vest in accordance with this Section 2(c) shall immediately be forfeitedno facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. (d) The Committee may, in its sole discretion, provide that, upon 3.7 If the retirement Participant’s Termination of the Participant Service occurs as a result of Participant’s death or Disability (as determined by the Committee in its sole discretiondefined below), all or part a pro-rated portion of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Awardimmediately become vested at Target Performance Level (regardless of the Company’s performance), subject 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 applicable) executes and delivers a general release of claims in favor of the Company in a form satisfactory to the satisfaction of the Performance Goals as provided in Schedule A. Any Company and such action by the Committee must be made in writing release becomes effective and non-revocable prior to the effective date of 90th day following the Participant’s retirementTermination of Service date. Any portion For purposes of this RSU Award as paragraph only, “Disability” shall 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 which engage in any substantial gainful activity 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, or (b) the vesting requirements Participant is, by reason of this Section 2 have been satisfied 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 health plan covering the employees of the Company, provided, however, that nothing contained herein shall be payable in accordance construed as permitting a violation of the Americans with Section 5 hereofDisabilities Act or similar law prohibiting discrimination on the basis of a disability.

Vesting. Except The restrictions on transfer set forth in Section 2(b) hereof shall lapse as may otherwise be provided follows, subject to the continued employment of Participant by Section 25the Company: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Provided a Participant remains continuously employed by the Company or a Subsidiary until the consummation of 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 Performance Period. (b) Except as otherwise third, fourth and fifth years following the Date of Grant; provided by Sections 2(c)that, 2(d) or 3 hereofupon the occurrence of a Change in Control, if the employment 100% of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award Restricted Securities that are not vested at that time shall be immediately forfeited in its entirety. (c) vest. Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s 's employment with the Company or prior to the occurrence of an Initial Public Offering, any SubsidiaryRestricted Securities pursuant to this Restricted Securities Agreement shall be immediately forfeited by the Participant and transferred to, and reacquired by, the number Company on a pro-rata basis without consideration of any kind 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 Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, Securities. From and following the Restriction Period (based on the achievement occurrence of an Initial Public Offering, upon termination of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) Participant's employment with the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed Company other than termination by the Company (or a Subsidiary, and (Bany successor) the denominator of which shall be (x) if without Cause or by the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Periodfor Good Reason, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the any Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award Securities as to which the vesting requirements of restrictions on transferability described in this Section 2 shall not already have been satisfied lapsed shall be payable 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 successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in accordance with Section 5 hereofsuch 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 immediately vest in the percentage of Restricted Securities that would have vested on the anniversary of the Date of Grant next following the date of such termination, or, if that percentage is zero, then the percentage of Restricted Securities that would have vested on the anniversary of the Date of Grant following the date of such termination for which the vesting percentage is greater than zero.

Vesting. Subject to this Section 2 and Section 7, if the Grantee remains employed by the Company, the RSUs shall vest in accordance with the vesting schedule set forth above, if the RSUs vest upon the passage of time, or the schedule attached hereto as Schedule A, if applicable, because the RSUs vest upon the fulfillment of performance criteria set forth herein. Each date on which the RSUs vest, either by the specified passage of time or fulfillment of the performance criteria in accordance with Schedule A, if applicable, is hereinafter referred to as a “Vesting Date”. Notwithstanding the foregoing, no Vesting Date can be any earlier than the day immediately after the day which is twelve (12) months and thirty (30) days following the Date of Grant (the period from the Date of Grant until the day which is twelve (12) months and thirty (30) days following the Date of Grant being hereinafter referred to as the “Initial Restriction Period”). Except as may otherwise provided herein, on the Vesting Date, a number of Shares equal to the number of vested RSUs shall be provided issued to the Grantee free and clear of all restrictions imposed by Section 25: this Agreement (aexcept those imposed by Sections 3.3 and 7 below). As soon as practicable (and no later than thirty (30) Subject to compliance with Section 13days) after the Vesting Date, the Restricted Stock Units under this RSU Award Company shall vest only transfer such Shares to an unrestricted account in the name of the Grantee (i) except as provided in Section 3 hereofor, if the Grantee has died, to his or her surviving spouse or, if none, to the extent that Grantee’s estate). For purposes of this Agreement, employment with a Subsidiary of the Performance Goals are satisfied Company or service as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if a member of the Participant remains continuously employed by Board of Directors of the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s considered employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedCompany. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except Subject to the terms and conditions set forth herein, including, without limitation, the provisions of Paragraph 5 hereof, beneficial ownership without the restrictions set forth in Paragraph 1 hereof (“Beneficial Ownership”) of the Restricted Stock shall vest in the Grantee as may follows and on the respective dates herein set forth (each such date, a “Vesting Date”); provided, however, that, if any scheduled Vesting Date occurs during a trading “blackout” period with respect to the Grantee (a “Blackout Period”), then the Restricted Stock otherwise be provided by Section 25: ordinarily scheduled to vest on such Vesting Date shall instead vest on the earlier of (a) Subject the first day following the termination of the applicable Blackout Period, or (b) December 31 of the year in which the Vesting Date was originally scheduled to compliance with Section 13occur: [_______], 20[__] 1/3rd of the Restricted Stock Units under this RSU Award [_______], 20[__] 1/3rd of the Restricted Stock [_______], 20[__] 1/3rd of the Restricted Stock Notwithstanding the foregoing, Beneficial Ownership of all of the aforementioned shares of Restricted Stock shall vest only immediately, without any action on the part of the Company (ior its successor as applicable) except or the Grantee if, prior to a Forfeiture (as provided in Section 3 defined below) by the Grantee pursuant to Paragraph 4 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end any of the Performance Period.following events occur: (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination death of the Participant’s employment without Cause, or Grantee; (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the ParticipantGrantee’s formal retirement from employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (acceptable circumstances as determined by the Committee in its sole discretiondiscretion (which determination may be conditioned upon, among other things, the Grantee entering into a non-competition agreement with the Company), all or part ; and (iii) the termination of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU AwardGrantee’s employment with the Company and/or its Affiliates, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action applicable, by the Committee must be made in writing prior to Company (or applicable Affiliates) without Cause (including upon or following the effective date of the ParticipantGrantee’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofDisability).

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. A. Subject to the performance condition set forth in Section 3(B) below and except as otherwise expressly provided in Sections 7 and 8 herein, this Award shall vest as to (i) 33,333 Restricted Stock Units on January 30, 2014 (the “First Tranche”), (ii) 33,333 Restricted Stock Units on January 30, 2015 (the “Second Tranche”); and (iii) 33,334 Restricted Stock Units on January 30, 2016 (the “Third Tranche”); provided that Grantee has been continuously employed with the Company from the Date of Grant through each applicable vesting date. Except as may otherwise specifically provided herein, employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting. B. No portion of this Award shall vest notwithstanding satisfaction of the continued employment requirement for vesting described in Section 3(A) above unless the Committee certifies, following the end of the Company's 2014 fiscal year, that the Company achieved Licensing Segment Earnings from Operations (as defined below) for the last three quarters of the Company's 2014 fiscal year (the “Performance Period”) equal to or above the level established by the Committee with respect to the Award in connection with the grant of the Award; provided, however, that if either a Change in Control (as defined in the Employment Agreement) or the death or Disability (as defined in the Employment Agreement) of the Grantee occurs before the last day of the Performance Period, the performance requirement of this Section 3(B) shall be provided by Section 25: deemed met as of the date of such event. If such performance requirement is not met (aand no such Change in Control, death or Disability (as defined in the Employment Agreement) Subject to compliance with Section 13occurs before the last day of the Performance Period), this Award and the Restricted Stock Units under this RSU Award subject hereto shall vest only (i) except terminate and be cancelled as provided in Section 3 hereof, to of the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end last day of the Performance Period. (b) Except as otherwise provided by Sections 2(c)C. For purposes of this Award, 2(d) or 3 hereof, if “Licensing Segment Earnings from Operations” means: the employment of Company's earnings from operations derived from the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of Company's Licensing Segment for the Performance Goals Period as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest calculated in accordance with this Section 2(c) shall immediately be forfeited. generally accepted accounting principles (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion“GAAP”), all or part but adjusted to exclude the financial statement impact of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of any new changes in accounting standards announced during the Performance Goals as provided in Schedule A. Any such action by Period that are required to be applied during the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable Performance Period in accordance with Section 5 hereofGAAP.

Vesting. 3.1 Except as may otherwise be provided by Section 25: 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 (aattached hereto) Subject to compliance with Section 13have been satisfied, the Restricted Stock Units under this RSU Award shall will vest only (i) except and no longer be subject to any restrictions in accordance with the following schedule: Upon completion of the Performance Period as described in Appendix A As provided in Appendix A Once vested, the Restricted Stock Units become "Vested Units." 3.2 Except as provided in Section 3 hereofSections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant's Termination of Service for any reason at any time before all of his or 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 extent that Participant under this Agreement. 3.3 If the Performance Goals are satisfied Participant’s Termination of Service occurs as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed a result of a Termination of Service by the Company without Cause or a Subsidiary until Termination of Service by the end Participant for Good Reason (as such term is defined in the Participant’s 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. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if based on the employment number of days during the Performance Period that the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of was employed provided the Participant during continues to comply with the Restriction Period and prior to terms of any termination of the Participant’s employment confidentiality, non-solicitation and/or non-competition agreement with the Company or any Subsidiaryof its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would shall be paidautomatically 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), if any, following a pro-rated portion of the Restriction Period (Restricted Stock Units shall remain outstanding and eligible to vest based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on actual performance through the last day of the Restriction PeriodPerformance 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. The remaining portion 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 RSU Award Section 3, “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 does not vest in accordance with this Section 2(c) shall immediately be forfeitedno facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. (d) The Committee may, in its sole discretion, provide that, upon 3.7 If the retirement Participant’s Termination of the Participant Service occurs as a result of Participant’s death or Disability (as determined by the Committee in its sole discretiondefined below), all or part a pro-rated portion of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Awardimmediately become vested at Target Performance Level (regardless of the Company’s performance), subject 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 applicable) executes and delivers a general release of claims in favor of the Company in a form satisfactory to the satisfaction of the Performance Goals as provided in Schedule A. Any Company and such action by the Committee must be made in writing release becomes effective and non-revocable prior to the effective date of 90th day following the Participant’s retirementTermination of Service date. Any portion For purposes of this RSU Award as paragraph only, “Disability” shall 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 which engage in any substantial gainful activity 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, or (b) the vesting requirements Participant is, by reason of this Section 2 have been satisfied 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 health plan covering the employees of the Company, provided, however, that nothing contained herein shall be payable in accordance construed as permitting a violation of the Americans with Section 5 hereofDisabilities Act or similar law prohibiting discrimination on the basis of a disability.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the The Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance 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 Share Units awarded under this Agreement, as calculated in accordance with Section 134 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Stock Share Units under this RSU Award shall vest only (ibecome nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) except below. Except as provided in Section 3 hereof3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Goals are satisfied Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as provided calculated in Schedule Aaccordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. (iib) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if In the event the Participant remains continuously employed by the Company dies or a Subsidiary until 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 (bi) Except 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 provided by Sections 2(c), 2(dvest based on the application of the provisions of this Section 3(b) or 3 hereof, if upon the employment death of the Participant by or the Company or any Subsidiary terminates prior to the end termination of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyParticipant’s employment on account of Disability. (c) Upon (i) In the Termination of 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 without Cause, 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 (iib)), 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 Disability or death Participant’s rights to such vested amount of Restricted Share Units shall become nonforfeitable as of the Participant during date on which the Restriction Period and prior Participant’s employment with or service to any termination the Company is terminated. (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 or terminates for any Subsidiary, reason prior to the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement expiration of the Performance Goals as determined under Section 1(b))Period, multiplied by a fraction, (A) the numerator of which all then-unvested Restricted Share Units shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, canceled immediately and (B) the denominator of which shall not be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal payable to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedParticipant. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25(a) The Participant shall become vested in the Restricted Stock Units, in installments, on the dates indicated in the following table: (ab) Subject to compliance with Section 13In the event of the Participant’s Termination (x) by the Company without Cause (other than as a result of death or disability) or (y) by the Participant for Good Reason: (i) if such Termination occurs within the twelve (12) month period following a Change in Control (a “CIC Period”), then upon the date of such Termination the Participant shall become one hundred percent (100%) vested in the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule AUnits, and (ii) except as otherwise provided in Sections 2(c)if such termination occurs other than within a CIC Period, 2(d) or 3 hereof, if then upon the date of such Termination the Participant remains continuously shall become vested in the portion of the Restricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination. (c) In the event of the Participant’s Termination (i) due to the Participant's death or (ii) by the Company or a Subsidiary until due to the end Participant's Disability, the Participant shall become vested in the portion of the Performance PeriodRestricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination. (bd) Except as otherwise provided by Sections 2(c)in this Agreement, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of upon the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to Termination for any termination of the Participant’s employment with the Company or any Subsidiaryreason, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award in which the Participant has not become vested shall be payable under cancelled, and forfeited by the Participant, without consideration. (e) Notwithstanding any provision of this RSU Award, subject Agreement to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of contrary, upon the Participant’s retirement. Any Termination by the Company for Cause, the Restricted Stock Units, including any portion of this RSU Award as to in which the vesting requirements of this Section 2 have been satisfied Participant had previously become vested, shall be payable in accordance with Section 5 hereofcancelled, and forfeited by the Participant, without consideration.

Vesting. Except as may otherwise be provided by Section 2524, this RSU Award shall vest, as follows: (a) Subject to compliance with Section 13On , 2016 (the Restricted Stock Units under “Vesting Date”), this RSU Award shall vest only (i) except as in full, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until beginning on the end Date of Grant and ending on the Performance Period. (b) Vesting Date. Except as otherwise provided by Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction PeriodVesting Date, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the “Restriction Period.” (cb) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the death or Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, a portion of the number of Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), covered by this Agreement multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (dc) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. vest. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of Restricted Stock Units associated with this RSU Award as to which the vesting requirements requirement of this Section 2 have has been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject Any unvested Class A Units issued to compliance with Section 13, the Restricted Stock Units under this RSU Award ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ shall vest only (i) except as provided in Section 3 hereof, accordance with the Unit Grant Agreement to be entered into between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and the corporate successor to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed Company by the Company or a Subsidiary until the end way of the Performance Periodconversion. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award Class B Units shall be immediately forfeited in its entiretyfully vested at issuance. (c) Upon (i) Class C Units granted pursuant to the Termination of the Participant’s employment without CausePredecessor LLC Agreement shall vest, unless provided otherwise herein or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or applicable Incentive Unit Grant Agreement for a SubsidiaryClass C Member, and (B) the denominator in equal 1/60th installments as of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of each of the Restriction Period. The remaining 60 successive calendar months beginning after the date of issuance of such Class C Units; provided, however, that all outstanding but unvested Class C Units shall vest in full upon the occurrence of a Change of Control (other than an Initial Public Offering). (i) Upon the occurrence of an Initial Public Offering, each Class C Member shall be eligible to receive shares of restricted stock of STR (or any corporate successor to the Company by way of conversion or such other corporation owned by the Company which effects the Initial Public Offering) that are equivalent in value to the unvested portion of this RSU Award that does not such Class C Member’s Class C Units, which shares shall continue to vest in accordance with this Section 2(c3.05(c), provided that such shares shall vest in their entirety following the date upon which the DLJMB Members have sold or otherwise Transferred to Third Parties fifty percent (50%) or more of their original beneficial ownership of STR (or any corporate successor to the Company by way of conversion or such other corporation owned by the Company which effects the Initial Public Offering). (ii) Upon any Class C Member’s termination for Good Reason or termination by the Company without Cause, the unvested Class C Units shall immediately be forfeitedvest in such additional installments as such Class C Units would have vested had the Class C Member been employed for an additional twelve (12) months. (d) The Committee mayClass D Units granted pursuant to the Predecessor LLC Agreement shall vest, unless provided otherwise in the applicable Incentive Unit Grant Agreement for a Class D Member, in its sole discretionequal 1/5th installments following the five successive Fiscal Years, provide thatbeginning with the Fiscal Year ending on December 31, 2007 (for the 2007 Fiscal Year) if the Equity Valuation, measured as of the end of such Fiscal Year, is no less than the Performance Target for such Fiscal Year; provided, however, that all outstanding but unvested Class D Units for that year, all subsequent years and one Unvested Fiscal Year (as defined below), if one exists, shall vest in full upon the retirement occurrence of the Participant a Change of Control (as determined by the Committee other than an Initial Public Offering). “Unvested Fiscal Year” shall mean a year in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of which the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofTarget was not met for any given Fiscal Year.

Vesting. Except This RSU Award shall vest, as may otherwise be provided by Section 25follows: (a) Subject to compliance with Section 13On the ____ anniversary of the Date of Grant (the “Vesting Date”), the Restricted Stock Units under this RSU Award shall vest only (i) except as in full, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until beginning on the end Date of Grant and ending on the Performance Period. (b) Vesting Date. Except as otherwise provided by Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction PeriodVesting Date, this RSU Award shall be immediately forfeited in its entirety. The ___-year vesting period described in this Section 2(a) shall be referred to herein as the “Restriction Period.” (cb) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the death or Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, a portion of the number of Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), covered by this Agreement multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (dc) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. vest. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of Restricted Stock Units associated with this RSU Award as to which the vesting requirements requirement of this Section 2 have has been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may Subject to the terms and conditions of this Agreement and the Plan and unless otherwise be provided by Section 25: forfeited pursuant to section 3,4 the RSUs shall vest (that is, the Restricted Period with respect thereto shall terminate) pursuant to the Vesting Schedule; provided, however, that the unvested RSUs shall vest in full during the Vesting Period on the date, (a) Subject to compliance with Section 13, immediately preceding the Restricted Stock Units under this RSU Award shall vest only (i) except effective date of Retirement as provided determined by the Committee in Section 3 hereof, relation to the extent that the Performance Goals are satisfied as provided in Schedule RSUs: either (A, ) after reaching age 70 or (B) after reaching age 55 and (ii) except as otherwise provided in Sections 2(c), 2(d) having been employed or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant engaged by the Company or any Subsidiary terminates prior to for 15 years (provided that, if the end of Recipient retires after reaching age 56, for each year after age 55, the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with Recipient may work one year less for the Company or any Subsidiary, the number of Restricted Stock Unitsas applicable, if any, payable and still be qualified for Retirement under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period sub-section (based on the achievement of the Performance Goals as determined under Section 1(b)B)5), multiplied by a fraction, (Ab) immediately preceding the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction PeriodDisability, or (yc) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to preceding the effective date of the Participant’s retirementtermination of or Subsidiary (which, whenever used in this Agreement, includes any such without Cause,6 or by the Recipient for a Good Reason,7 in either case only in connection with or within 24 months following a Sale Event.8 4 For example, pursuant to section 3, b Company or any Subsidiary is terminated by the Recipient for any reason, or (II) if the Recipient retires, dies or becomes Disabled, the RSUs shall be forfeited in their entirety and no distribution or payment of any amount under such RSUs shall ever be made to the Recipient. Any portion 5 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the RSU Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the RSU Shares. 6 Cause means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of this RSU Award as the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the vesting requirements Recipient and the Company or the Subsidiary that employs or engages the Recipient are parties or of this Section 2 any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may have been satisfied ity to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall be payable have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. 7 A Good Reason the occurrence of any of the following events: (i) a material adverse change in accordance with Section 5 hereof.the functions, duties or responsibilities of the ition (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom the Recipient is require , (ii) the relocation of the Company or Subsidiary office at which the Recipient is principally located immediately prior to a Sale Event (the own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan area of the Original Office), or immediately prior to a Sale Event; provided, however, that, within 90 days of the incident that provides the basis for a Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. 8 Sale Event that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to one or more unrelated persons or entities, (ii) a Change in Control, or (iii) the sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance earlier vesting in accordance with Section 13Sections 4 or 5 below, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to Shares will become vested on the extent that later of the third anniversary of the grant date or the date on which the Committee certifies the attainment of the Performance Goals are satisfied as provided (the “Vesting Date”) in Schedule A, accordance with the provisions of Section 3 below and subject to the provisions of subsections (b) and (iic) below. Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as otherwise provided in Sections 2(c)herein, 2(d) or 3 hereof, if the Participant remains continuously employed by shall be immediately forfeited upon Participant’s termination of employment with the Company or a Subsidiary until and its Subsidiaries. Subject to the end terms of the Performance PeriodPlan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. (b) Except In no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as otherwise provided by Sections 2(c)set forth in the Plan. The payout of vested Shares may be reduced, 2(d) or 3 hereofbut not increased, if based on the employment degree of the Participant attainment of such performance criteria as determined by the Company or any Subsidiary terminates prior Committee, in its sole discretion. To the extent unvested Shares are not paid to Participant pursuant to the end of the Restriction Periodimmediately preceding sentence, this RSU Award then such unvested Shares shall be immediately forfeited in its entiretyforfeited. (c) Upon The maximum number of Shares that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a fair market value on the Vesting Date not to exceed the following: (i) for each Participant (other than the Termination Chief Executive Officer of the Participant’s employment without CauseCompany), or one-half of one percent (ii0.5%) the Disability or death of the Participant during the Restriction Period and prior to any termination sum of the ParticipantCompany’s employment with total operating income for the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Performance Period (based on the achievement of the Performance Goals as determined under Section 1(b)calendar years 2012, 2013 and 2014), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretionaccordance with the Plan. (ii) if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the limit specified in subsection (i) above shall be one and one-half percent (1.5%) of the Company’s total operating income for the Performance Period (calendar years 2012, 2013 and 2014), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action determined by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofthe Plan.

Vesting. (a) Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13accelerated as set forth in the Plan or as set forth below, and except as may be accelerated as set forth in any employment or consulting agreement between the Participant and the Corporation or an Affiliated Entity, the Restricted Stock Units under this RSU Award RSUs shall vest only in three equal portions, on the first, second and third anniversaries of the Award Date (ithe “Vest Date”) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains is continuously employed by the Company Corporation or a Subsidiary until the end of the Performance Periodan Affiliated Entity through such vesting date. (b) Except Upon the Participant’s Termination due to death or Disability (as otherwise provided by Sections 2(cdefined below), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of extent not previously forfeited, the Restriction Period, this RSU Award RSUs shall be immediately forfeited in its entiretyfully vested. (c) Upon the Participant’s Termination due to Retirement (as defined below), to the extent not previously forfeited, the RSUs shall vest on the date of Termination; provided however, if the Participant’s Termination due to Retirement occurs prior to December 31, 2016, then the number of RSUs that shall vest shall be prorated and determined based on the product of (A) the lesser of (i) the Termination number of the Participant’s employment without Causedays served during 2016 plus 90, or divided by 366, and (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and one; times (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal RSUs subject to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction PeriodAgreement. The remaining portion of this RSU Award that does Any RSUs which do not vest in accordance with this Section 2(c) the formula shall immediately be forfeited. The Participant shall not be entitled to receive any Dividend Equivalents on forfeited RSUs. (d) The Upon a Change in Control, the Compensation Committee mayof the Board of Directors of the Corporation (the “Committee”) may elect, in its sole discretion, provide that, to accelerate the vesting of some or all of the RSUs in accordance with the terms of the Plan. No provision of this Agreement shall require the Committee to accelerate such vesting upon a Change in Control or any other event. (e) To the extent any RSUs have not vested upon the retirement Participant’s Termination for any reason other than death, Disability or Retirement, those RSUs shall be immediately forfeited upon such Termination, except as may be otherwise provided in this Section 5(e), below. The Participant shall not be entitled to receive any Dividend Equivalents on forfeited RSUs, whether such forfeiture is immediate or as set forth below. If an employment or consulting agreement provides for some degree of accelerated vesting conditioned on the Participant signing a release, separation agreement or other post-Termination conduct, the forfeiture of the Participant unvested portion of the RSUs will be held in abeyance until the period for signing the release or separation agreement (as determined and not rescinding it) or such other post-Termination conduct expires, at which point a determination will be made by the Committee Corporation or an Affiliated Entity as to whether the requirements for accelerated vesting have been met. If the criteria for accelerated vesting have been met, in its the sole discretion), all or part discretion of the Restricted Stock Units covered by this RSU Award Corporation or the Affiliated Entity, the Conversion Date for that portion of the RSUs shall be payable under this RSU Award, subject to 60 days after the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion Termination; provided, however, in the event the Participant satisfies the Rule of this RSU Award as to which 75 at the vesting requirements time of this Section 2 have been satisfied such Termination, the Conversion Date shall be payable in accordance with Section 5 hereofthe next regularly scheduled Vest Date.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU The Award shall vest only in equal increments of % of the Shares at the end of each year, commencing through (the "Vesting Dates" or singular, "Vesting Date"), provided that notwithstanding the length or duration of the Participant's employment or affiliation with the Company, no Award shall vest except that the Participant is then employed or affiliated with the Company on the Vesting Date. Thereafter, the Company will transfer such Shares to the Participant upon satisfaction of (i) except as provided in Section 3 hereofthe Vesting Date, to the extent that then employment or affiliation of the Performance Goals are satisfied as provided in Schedule AParticipant with the Company, and (ii) any tax withholding obligations. 3.1 Acceleration of the vesting and the Vesting Dates will occur upon a Change in Control as provided in Section 8 of the Plan. 3.2 Termination of employment or other affiliation with the Company, whether voluntary or involuntary, for any reason (which includes death or disability) will result in the automatic termination of the unvested portion of the Award, which unvested portion of the Award will be automatically and immediately forfeited to the Company without further notice to the Participant. A transfer of employment services between or among the Company and its subsidiaries shall not be considered a termination of employment. Unless the Board or the Committee determines otherwise, and except as otherwise provided required by local law, for purposes of this Award only, any reduction in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s 's regular hours of employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any less than 30 hours per week is deemed a termination of the Participant’s employment with the Company or any SubsidiaryCompany. 3.3 The Participant's rights under the Award, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company event of a leave of absence or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days change in the Restriction Period, or Participant's regularly scheduled hours of employment (yother than as provided for in Section 3.2 hereof) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest will be effected in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, the Company's applicable employment practices or the terms of any agreement between the Participant and the Company; provided if such leave of absence or other change in its employment is ultimately deemed a termination of employment as determined in the sole discretion, provide that, upon the retirement discretion of the Participant (as determined by Board or the Committee in its sole discretion)Committee, all or part of the Restricted Stock Units covered by this RSU Award then such shall be payable under this RSU Award, subject deemed to have occurred at the satisfaction commencement of the Performance Goals as provided such leave of absence or change in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofemployment.

Vesting. Except as may otherwise be provided by Section 25: The Options shall vest over a three (a3) Subject to compliance year period with Section 138/36ths of the Options vesting on the Grant Date and an additional 1/36th of the Options vesting on each subsequent monthly anniversary of the Grant Date (until such Options are fully vested); provided, that, the Restricted Stock Units under this RSU Award Executive is continuously Engaged (as defined below) by the Company during such vesting period. Notwithstanding the foregoing sentence, (A) if the Executive is Engaged by the Company immediately prior to the consummation of a Change of Control (as defined below), all unvested Options shall immediately vest only upon consummation of such Change of Control or (B) if (i) except as Executive is requested, in writing, by the Company to resign from the Board in connection with the Company becoming a public company (provided in Section 3 hereof, that Executive has not previously voluntarily terminated his employment with the Company prior to the extent that the Performance Goals are satisfied as provided in Schedule A, and Expiration Date or been terminated for Cause) or (ii) Executive is not re-elected to serve on the Board after the Expiration Date (provided that Executive has not previously voluntarily terminated his employment with the Company prior to the Expiration Date or been terminated for Cause), then all unvested Options shall immediately vest upon such resignation from, or failure to re-elect Executive to, the Board. At such time as the Executive ceases to be Engaged by the Company, all unvested Options shall cease to be subject to the aforementioned vesting schedule (and the accelerated vesting schedule set forth in Section 3(c)(4)) and, except as set forth in clause (B) of the immediately preceding sentence, shall be forfeited by the Executive. At such time as the Executive ceases to be Engaged by the Company, any vested Options shall remain exercisable for a period of ninety (90) days after such date, except in the case of a termination of Executive’s employment for Cause (as defined in Section 4(c)(ii)), in which event any vested and unexercised Options shall immediately be forfeited and canceled upon the Executive’s termination for Cause. Except as otherwise provided in Sections 2(cthis Section 3(c)(1), 2(dat such time as the Executive ceases to be Engaged by the Company, any and all unvested Options shall immediately be forfeited and canceled. For purposes of this Agreement, the Executive shall be considered “Engaged” by the Company during any time in which he is (i) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. Company, (bii) Except engaged as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior consultant to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without CauseCompany, or (iiiii) the Disability or death serving as a member of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedBoard. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except Except as provided in Section 3 hereof, to 14 of the extent that the Performance Goals are satisfied as provided Plan or in Schedule A, and (iiSection 2(b) except as otherwise provided in Sections or Section 2(c), 2(dEligible Employee's vested percentage for purposes of Section 3 shall be as follows: (1) or 3 hereofzero, if the Participant remains continuously employed Eligible Employee's employment by the Company or a Subsidiary until the end subsidiary of the Performance PeriodCompany terminates before the first anniversary of the Option Grant Date; (2) thirty three and 1/3 percent (33-1/3%) if Eligible Employee remains an employee of the Company or a subsidiary on the first anniversary of the Option Grant Date; (3) sixty six and 2/3 percent (66-2/3%) if Eligible Employee remains an employee of the Company or a subsidiary on the second anniversary of the Option Grant Date; and (4) one hundred percent (100%) if Eligible Employee remains an employee of the Company or a subsidiary on the third anniversary of the Option Grant Date. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, Eligible Employee's vested percentage shall be 100% no later than the first day after the Option Grant Date which follows a 20 consecutive trading day period in which the average Fair Market Value of a share of Stock has been at least $25 a share if the employment Eligible Employee remains an employee of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretya subsidiary on such day. (c1) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s If Eligible Employee's employment with the Company or any Subsidiarysubsidiary of the Company terminates for any reason other than death or disability (within the meaning of Section 22(e)(3) of the Code) before this Option is fully vested, the number any portion of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based Option which is not vested on the achievement date of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator such termination of which Eligible Employee's employment shall be automatically forfeited as of his employer termination date. (2) In the number event of days in the Restriction Period during which the Participant was continuously employed by termination of Eligible Employee's employment with the Company or a Subsidiary, and (B) the denominator any subsidiary of which shall be (x) if the Participant was employed by the Company for any reason other than death or a Subsidiary on disability (within the first day meaning of Section 22(e)(3) of the Restriction PeriodCode), the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining after any portion of this RSU Award that does not vest Option is vested as set forth in this Section 2, this Option shall be exercisable to the extent vested in accordance with this the limitations set forth in Section 2(c) shall immediately be forfeited4. (d3) The Committee may, in its sole discretion, provide that, upon In the retirement event of termination of employment as a result of the Participant death or disability (as determined by within the Committee in its sole discretion), all or part meaning of Section 22(e)(3) of the Restricted Stock Units covered by Code) of Eligible Employee, this RSU Award Option shall be payable under and become 100% exercisable without regard to the vesting schedule set forth in this RSU Award, Section 2 and the personal representative of Eligible Employee's estate shall be entitled to exercise this Option subject to the satisfaction of the Performance Goals as provided limitations set forth in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof4.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant Participant, during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject The PSUs are subject to compliance with Section 13forfeiture until they vest. Except as otherwise provided herein, the Restricted Stock Units under this RSU Award shall PSUs will vest only (i) except as provided in Section 3 hereof, to and become nonforfeitable on the extent that date the Committee certifies the achievement of the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(caccordance with paragraph 3(b), 2(d) or 3 hereof, if subject to the Participant remains continuously employed achievement of the minimum threshold Performance Goals for payout set forth in Exhibit A attached hereto. The number of PSUs that vest and become payable under this Agreement shall be determined by the Company or a Subsidiary until Committee based on the end level of achievement of the Performance Period.Goals set forth in Exhibit A. (b) Except as otherwise expressly provided by Sections 2(c), 2(d) or 3 hereofin this Agreement, if the employment Grantee’s Termination of the Participant by the Company or Service occurs for any Subsidiary terminates reason prior to the end of the Restriction Performance Period, the Grantee shall forfeit all PSUs granted with respect to the Performance Period and neither the Company nor any Related Corporation shall have any further obligations to the Grantee under this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) Agreement. Notwithstanding the foregoing, if the Grantee’s Termination of the Participant’s employment without Cause, or (ii) the Disability or death Service occurs as a result of the Participant during the Restriction Period and Grantee’s death or disability prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement end of the Performance Goals as determined under Section 1(b))Period, multiplied the Grantee will vest on such date in a pro rata portion of the Target Award calculated by multiplying the Target Award by a fraction, (A) the numerator of which shall be equals the number of days in that the Restriction Grantee was employed during the Performance Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, equals the total number of days in the Restriction Performance Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (dc) The Committee may, in its sole discretion, provide thatSubject to Subsection 13(d) and Section 14 of the Plan, upon the retirement occurrence of a Change in Control during the Performance Period, the Performance Period shall end and the Grantee shall be deemed to have earned an award equal to a pro-rata portion of the Participant (as determined by Grantee’s target award opportunity for the Committee in its sole discretion), all or part of Performance Period based on the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction portion of the Performance Goals Period which has been completed as provided in Schedule A. Any such action by of the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable Change in accordance with Section 5 hereofControl.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, One-third of the Restricted Stock Units under this RSU Award RSUs shall vest only on each of the first three (i3) except as anniversaries of the Date of Grant (each a “Vesting Date”); provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by in continuous employment with the Company or a Subsidiary until an Affiliate thereof through the end of the Performance Periodapplicable Vesting Date. (b) Except as otherwise provided by Sections set forth in Section 2(c), 2(d) or 3 hereofbelow, if the Participant’s employment is terminated for any reason prior to the final Vesting Date, then all rights of the Participant with respect to RSUs 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 RSU Agreement, the RSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in respect of vested RSUs 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 RSUs as of the date of the Participant’s termination of employment. Any such unvested RSUs terminated pursuant to this Section 2(b) shall 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 RSUs. (c) If (i) the Participant’s employment is terminated by the Company or any Subsidiary terminates prior 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 end Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Restriction PeriodAdministrator within sixty (60) days following such termination (or such shorter period as may be specified by the Employing Company in accordance with applicable law), this RSU Award then all unvested RSUs shall immediately vest and shall be immediately forfeited settled as soon as practicable after the date of such termination of employment in its entirety. (c) Upon (i) accordance with Section 3 below. Subject, and in addition, to the Termination of foregoing, if the Participant’s employment without Causeis 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, prior to a Vesting Date or (iiB) the Disability or death by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant during being a Bad Leaver or the Restriction Period and prior to any termination of Employing Company terminating the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which where the Participant was continuously employed by the Company or is a Subsidiary, Bad Leaver and (B) the denominator of which shall be (x) if the provided Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal executes and delivers to the period Employing Company (and does not revoke) a general release of time beginning on claims as described in (c)(ii) above, then the first day Pro-Rata Portion shall vest and be settled as soon as practicable after the date of such continuous termination of employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) 3 below. Subject, and in addition, to the foregoing, if the Participant’s employment is terminated due to the Participant’s death, then all unvested RSUs shall immediately vest and shall be forfeitedsettled as soon as practicable after such date in accordance with Section 3 below. (d) The Committee may, in its sole discretion, provide that, upon For the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion purposes of this RSU Award as Agreement, and notwithstanding any provision of the Plan to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.contrary:

Vesting. (i) Except as may otherwise be provided by set forth in Section 25: (a) Subject 1(b)(ii), subject to compliance Participant's continued service with Section 13the Company Group through the applicable vesting date, the Restricted Stock Units under this RSU Award shall vest only with respect to thirty-three and one-third percent (i33 1/3%) except as provided in Section 3 hereof, to of the extent that Restricted Share Units on each anniversary of the Performance Goals are satisfied as provided in Schedule A, and Vesting Commencement Date. (ii) except as otherwise provided Upon a Termination for any reason prior to the third anniversary of the Vesting Commencement Date, all unvested Restricted Share Units shall be forfeited for no consideration; provided, however, that notwithstanding the foregoing, in Sections 2(c)the event of Participant’s Termination due to (A) Retirement, 2(d(B) death, (C) Qualifying Disability, (D) a Determination of Incompetence or 3 hereof(E) a Qualifying Change in Control Termination, if Participant shall retain all of the Restricted Share Units. The Restricted Share Units that Participant remains continuously employed by is entitled to retain following any such Termination shall be considered vested for purposes of this Agreement upon the Company earliest of (x) the date of Participant’s Termination due to death, Qualifying Disability, a Determination of Incompetence or a Subsidiary until Qualifying Change in Control Termination, (y) the end of date on which Participant satisfies the Performance Periodage and service requirements for Retirement and (z) the date any such Restricted Stock Units previously vested in accordance with Section 1(b)(i). (biii) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment For purposes of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fractionAgreement, (A) “Retirement” means Participant’s voluntary Termination after such date that Participant has (1) attained the numerator age of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by fifty-five (55) and provided service to the Company Group for a continuous period of at least fifteen (15) years, (2) attained the age of sixty (60) and provided service to the Company Group for a continuous period of at least ten (10) years or (3) attained the age of sixty-five (65) and provided service to the Company Group for a Subsidiarycontinuous period of at least three (3) years; provided, however, that such a voluntary Termination will not be treated as a Retirement unless (x) Participant shall have provided at least six (6) months’ advance written notice prior to the actual date of Participant’s Termination to Participant’s reporting person (or, if applicable, the Board) and the Company’s most senior Human Resources Officer of Participant’s potential decision to retire, (y) Participant shall have worked in good faith with the Company to transition Participant’s duties and responsibilities prior to the actual date of Participant’s Termination and (z) prior to the actual date of Participant’s Termination, Participant shall have entered into an effective and irrevocable separation agreement in a form and manner satisfactory to the Company that may include, without limitation, (I) a general release of claims in favor of the Company Group and (II) customary post-termination noncompete, nonsolicit and other restrictive covenants in favor of the Company Group, (B) the denominator of which shall be “Qualifying Disability” means a “qualifying disability” (xas such term is defined in Section 72(m)(7) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number Code) of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the Participant for a non-temporary period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee maytime, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee Board and confirmed by a qualified independent physician; provided, that the condition causing the qualifying disability was not pre-existing on the Date of Grant, (C) “Determination of Incompetence” means a “determination of incompetence” of Participant by a state or federal court located in its sole discretion)the United States accompanied by the court order, all determination or part the certificate of the Restricted Stock Units covered by this RSU Award court declaring Participant incompetent and (D) “Qualifying Change in Control Termination” shall be payable under this RSU Award, subject have the same meaning as set forth in the Greenbacker Renewable Energy Corporation Executive Protection Plan (as amended from time to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereoftime).

Vesting. Except as may otherwise be provided by Section 25: (a) Subject The RSUs granted to compliance the Non-Employee Director shall vest and payment in respect of such number of RSUs shall be made in accordance with Section 132(e) as to the percentage of the RSUs indicated on the dates specified below (each an “RSU Vesting Date”), provided that the Restricted Stock Units under this Non-Employee Director has remained in the continuous service as a member of the Company’s Board from the Grant Date through and including each applicable RSU Award shall vest only (i) Vesting Date, except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, Sections 2(b) and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end ): First Anniversary of the Performance PeriodGrant Date 25 % Second Anniversary of the Grant Date 25 % Third Anniversary of the Grant Date 25 % Fourth Anniversary of the Grant Date 25 % Any fractional RSUs resulting from the strict application of the incremental percentages set forth above will be disregarded and the actual number of RSUs becoming vested on any specific RSU Vesting Date will cover only the full number of RSUs determined by applying the relevant incremental percentage. (b) Except In the event that during the period of the Non-Employee Director’s service on the Board after the Grant Date: (i) the Non-Employee Director dies, or (ii) the Non-Employee Director incurs a disability (as otherwise provided determined by Sections 2(cthe Board Committee), (such events are collectively referred to as “Acceleration Events”), then all outstanding unvested RSUs shall immediately vest and be payable as of the date of the applicable Acceleration Event, subject to Section 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretybelow. (c) Upon (i) In the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant event that during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning the Non-Employee Director’s service on the first day Board after the Grant Date a Change in Control shall occur, then all outstanding unvested RSUs that have not been forfeited prior to the date of such continuous employment Change in Control shall vest and ending be payable on the last day date of the Restriction Period. The remaining portion of this RSU Award that does not vest such Change in accordance with this Section 2(c) shall immediately be forfeitedControl. (d) The Committee mayIn the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Sections 2(a), in its sole discretion, provide that, upon the retirement of the Participant 2(b) or 2(c) above is not a Business Day (as determined by the Committee in its sole discretiondefined below), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall automatically be payable delayed until the first Business Day following that calendar date. “Business Day” means a date on which commercial banks in accordance with Section 5 hereofNew York, New York are open for general business.

Vesting. Except Subject to the provisions contained herein, your option will vest as may otherwise be provided by Section 25in your Grant Notice. Vesting will cease upon the termination of your Continuous Service. Notwithstanding the foregoing, the following provisions shall apply: (a) Subject In the event your Continuous Service is terminated due to compliance with Section 13your Disability, then the Restricted Stock Units under this RSU Award vesting and exercisability of your option shall vest only accelerate in an amount equal to the lesser of (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule Athen remaining unvested shares covered by your option, and (ii) except the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed is determined by the Company or a Subsidiary until Board) after the end date of the Performance Periodsuch termination. (b) Except In the event your Continuous Service is terminated due to your death or in the event that you die within 3 months following the termination of your service for any reason other than Cause, then the vesting and exercisability of your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant is determined by the Company or any Subsidiary terminates prior to Board) after the end date of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretysuch termination. (c) Upon In the event of either (i) the Termination of the Participant’s employment without Causea Change in Control, or (ii) a Corporate Transaction in which the Disability successor or death of the Participant during the Restriction Period surviving entity does not assume, continue or substitute for your option, and your Continuous Service has not terminated prior to such transaction, and subject to Section 1(c)(i)-(iv) below, then your option will be accelerated in full. (i) If any termination of the Participant’s employment with payment or benefit you would receive from the Company or any Subsidiary, otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the number meaning of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement Section 280G of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a SubsidiaryCode, and (Bii) but for this sentence, be subject to the denominator excise tax imposed by Section 4999 of which the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) if the Participant was employed by the Company or a Subsidiary on the first day largest portion of the Restriction Period, Payment that would result in no portion of the total number of days in Payment (after reduction) being subject to the Restriction Period, Excise Tax or (y) in all other casesthe largest portion, up to and including the total, of the Payment, whichever amount (i.e., the total number amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of days within the Restriction Period equal greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the period of time beginning on Excise Tax. If a reduction in a Payment is required pursuant to the first day of such continuous employment preceding sentence and ending on the last day Reduced Amount is determined pursuant to clause (x) of the Restriction Periodpreceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. The remaining portion If more than one method of this RSU Award that does not vest reduction will result in accordance with this Section 2(c) shall immediately the same economic benefit, the items so reduced will be forfeitedreduced pro rata (the “Pro Rata Reduction Method”). (dii) The Committee mayNotwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in its sole discretion, provide that, upon the retirement any portion of the Participant Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (iii) Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Committee in its sole discretion), all or part Company for general tax compliance purposes as of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing day prior to the effective date of a Change in Control triggering the Participant’s retirementPayment shall perform the aforementioned calculations. Any portion of this RSU Award If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. (iv) If you receive a Payment for which the vesting requirements Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section 2 1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section 1(c) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have been satisfied shall be payable in accordance with Section 5 hereofno obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. Except as may otherwise be provided by Section 25:herein, provided that the Grantee has not incurred a Termination as of the applicable vesting date, the RSUs will vest in accordance with the following schedule: [Vesting Date] [Number of RSUs] [Vesting Date] [Number of RSUs] [Vesting Date] [Number of RSUs] (a) Subject to compliance with Section 13The foregoing vesting schedule notwithstanding, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof3(b) or (c), upon the Grantee’s Termination for any reason at any time before all of the RSUs have vested, the Grantee’s unvested RSUs shall be automatically forfeited upon such Termination and the Company shall not have any further obligations to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance PeriodGrantee under this Award Agreement. (b) Except as otherwise provided by Sections 2(cIn the case of the Grantee’s death or Disability, for purposes of determining vesting under this Section 3, the Grantee’s employment will be deemed to have been terminated on the next scheduled anniversary date of the Grant Date for the purposes of vesting, and that period will count towards the applicable vesting schedule. For purposes of this Section 3(b), 2(d) “Disability” has the same meaning as such term is defined in the Company’s long-term disability insurance policies which now or 3 hereof, if hereafter cover the employment permanent disability of the Participant by Grantee or, in the Company or any Subsidiary terminates prior to absence of such policies, means the end inability of the Restriction PeriodGrantee to work in a customary day-to-day capacity for six (6) consecutive months or for six (6) months within a twelve (12) month period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofBoard.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the The Restricted Stock Units under this RSU Award shall vest only become vested as follows: (i) except as provided in Section 3 hereof, to 25% of the extent that shares of Restricted Stock shall vest on the Performance Goals are satisfied as provided in Schedule A, and first anniversary of Date of Grant; (ii) except as otherwise 25% of the shares of Restricted Stock shall vest on the second anniversary of Date of G▇▇▇▇; (iii) 25% of the shares of Restricted Stock shall vest on the third anniversary of the Date of Grant; and (iv) 25% of the shares of Restricted Stock shall vest on the fourth anniversary of the Date of Grant (each, a “Vesting Date”); provided in Sections 2(c), 2(d) or 3 hereof, if that the Participant remains continuously employed by in continuous service with the Company or a Subsidiary until an Affiliate thereof through the end of the Performance Periodapplicable Vesting Date. (b) Except as otherwise provided by Sections set forth in Section 2(c), 2(d) or 3 hereofbelow, if the employment Participant’s service is terminated for any reason, (i) this Restricted Stock Award Agreement shall terminate and all rights of the Participant by the Company or any Subsidiary terminates prior with respect to the end shares of Restricted Stock that have not vested as of the Restriction Perioddate of termination shall immediately terminate, this RSU Award (ii) any such shares of Restricted Stock shall be immediately 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 its entiretysuch shares of Restricted Stock. (c) Upon If the Participant’s service is terminated by the Company without Cause or by the Participant for Good Reason (to the extent such a term is included in this Restricted Stock Award Agreement for the Participant or in another individual agreement between the Company and the Participant), and provided that the Participant executes and delivers to the Company (and does not revoke) a general release of claims in a form satisfactory to the Company within sixty (60) days following such termination (or such shorter period as may be specified by the Company in accordance with applicable law): (i) the Termination shares of Restricted Stock that are scheduled to vest on the next applicable Vesting Date shall vest on the effective date of the Participant’s employment without Causerelease, or (ii) the Disability or death this Restricted Stock Award Agreement shall terminate and all rights of the Participant during with respect to the Restriction Period and prior to any termination portion of the Participant’s employment with the Company or any Subsidiary, the number shares of Restricted Stock UnitsStock, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does do not vest in accordance with this Section 2(c) shall immediately terminate with effect retroactive to the termination date and any such shares of Restricted Stock shall be forfeitedforfeited 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 shares of Restricted Stock. (d) The Committee mayNotwithstanding anything to the contrary in this Restricted Stock Award Agreement or the Plan, in its sole discretion, provide that, upon the retirement event that the consummation of the Participant (as determined by initial public offering of the Committee in its sole discretion)Company does not occur within five business days of the Date of Grant, all or part of the shares of Restricted Stock Units covered by this RSU Award shall immediately terminate, and all of the shares of Restricted Stock shall be payable under this RSU Award, subject to forfeited without the satisfaction payment of any consideration. Neither the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date Participant nor any of the Participant’s retirement. Any portion successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such forfeited shares of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofRestricted Stock.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock Units under will vest as set forth in this RSU Award shall vest only Section 3(a), subject to the Participant remaining in continuous Employment from the Date of Grant through such vesting date. (i) except as provided in Subject to Section 3 hereof3(a)(ii) and Section 3(a)(iii) below, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end one-third of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment Restricted Stock Units will vest on each of the Participant by the Company or any Subsidiary terminates prior to the end first three anniversaries of the Restriction PeriodVesting Commencement Date, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based vest on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal any such date being rounded down to the period of time beginning on nearest whole Share and the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(cbecoming vested as to one-hundred percent (100%) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered on the third anniversary of the Vesting Commencement Date. (ii) Subject to Section 3(a)(iii) below, in the event the Participant’s Employment is terminated by this RSU Award shall be payable under this RSU Awardthe Company or one of its subsidiaries without Cause or if the Participant terminates his or her Employment for Good Reason (each such termination of Employment, subject a “Qualifying Termination”), and to the satisfaction extent that any Restricted Stock Units are outstanding immediately prior to such Qualifying Termination but not then vested, that number of Restricted Stock Units that, in the absence of such Qualifying Termination, would have become vested on the next vesting date following such Qualifying Termination pursuant to the vesting schedule set forth in Section 3(a)(i) hereof will automatically vest in full upon the occurrence of such Qualifying Termination. 72870719_2 (iii) In the event of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date termination of the Participant’s retirement. Any portion Employment due to the Participant’s death or the Company’s or a subsidiary’s termination of this RSU Award as the Participant’s Employment due to which the vesting requirements Participant’s Disability, and to the extent that any Restricted Stock Units are outstanding immediately prior to such termination of this Section 2 have been satisfied Employment but not then vested, all such unvested Restricted Stock Units shall be payable in accordance with Section 5 hereofbecome fully-vested upon the occurrence of such termination of Employment.

Vesting. Except as may otherwise specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as set forth below. Any Awarded Shares that become vested in accordance with this Section 3 shall be provided by referred to as “Vested Shares” and any Awarded Shares that, at the particular time of determination, have not become vested in accordance with this Section 253 shall be referred to as “Non-Vested Shares.” a. The Tranche A Shares shall vest as follows: i. [_______] [percent (a[___]%) Subject to compliance with Section 13, of the Restricted Stock Units under this RSU Award total] Tranche A Shares shall vest only on the [[first (i1st) except as anniversary of the Date of Grant]/[Initial Vesting Date]], provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and Participant is employed by (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company is a Contractor or a Subsidiary until the end of the Performance Period. (ban Outside Director, is providing services to) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day that date; ii. An additional [_______] [percent ([___]%) of the Restriction Periodtotal] Tranche A Shares shall vest on the [[second (2nd) anniversary of the Date of Grant]/[first (1st) anniversary of the Initial Vesting Date]], provided the total Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date; iii. [An additional/The remaining] [_______] [percent ([___]%) of the total] Tranche A Shares shall vest on the [[third (3rd) anniversary of the Date of Grant]/[second (2nd) anniversary of the Initial Vesting Date]], provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date[; and] iv. [An additional/The remaining] [_______] [percent ([___]%) of the total] Tranche A Shares shall vest on the [[fourth (4th) anniversary of the Date of Grant]/[third (3rd) anniversary of the Initial Vesting Date]], provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date; and] v. The remaining [_______] [percent ([___]%) of the total] Tranche A Shares shall vest on the [[fifth (5th) anniversary of the Date of Grant]/[fourth (4th) anniversary of the Initial Vesting Date]], provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date]. Notwithstanding the foregoing, upon the occurrence of a Demotion, a pro-rated portion of the Tranche A Shares that are eligible for vesting on the next occurring vesting date, shall vest on the date of the Demotion, with such pro-rated portion (rounding down to the nearest whole share to avoid the issuance of fractional shares) to be determined by multiplying (1) the number of Tranche A Shares that are eligible for vesting on the next occurring vesting date by (2) a fraction, (a) the numerator of which is the number of days in that have lapsed between the Restriction Periodimmediately prior vesting date (or the Date of Grant if no vesting date has occurred) and the date of Demotion, or and (yb) in all other casesthe denominator of which is three hundred sixty-five (365) [(provided that if the Initial Vesting Date has not yet occurred, the total denominator will be the number of days within between the Restriction Period equal to Date of Grant and the period Initial Vesting Date)]. Any Tranche A Shares that remain unvested as of time beginning the date of the Demotion (following the pro-rated vesting as a result of such Demotion) shall be forfeited in accordance with Section 4 below. b. The Tranche B Shares shall vest as follows: i. Fifty percent (50%) of the Tranche B Shares shall vest on the first day date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided that (A) the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date and (B) such date occurs on or before the sixth (6th) anniversary of such continuous employment and ending the Date of Grant; and ii. Fifty percent (50%) of the Tranche B Shares shall vest on the last day first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided that (A) the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date and (B) such date occurs on or before the sixth (6th) anniversary of the Restriction PeriodDate of Grant; Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. The remaining portion of In addition, in the event that (i) a Change in Control occurs, and (ii) this RSU Award that Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not vest in accordance with this Section 2(c) shall substitute its own restricted shares, then immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied such Change in Control, all Awarded Shares not previously vested shall be payable in accordance with Section 5 hereofthereupon immediately become fully vested.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award The RSUs shall vest only become vested as follows: (i) except as provided in Section 3 hereof, to 33.3% of the extent that RSUs shall vest on the Performance Goals are satisfied as provided in Schedule A, and first anniversary of the Date of Grant; (ii) except as otherwise 33.3% of the RSUs shall vest on the second anniversary of the Date of Grant; and (iii) 33.4% of the RSUs shall vest on the third anniversary of the Date of Grant (each a “Vesting Date”); provided that the Grantee remains in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by continuous employment with the Company or an Affiliate thereof through, and has not given or received a Subsidiary until notice of termination of such employment as of, the end of the Performance Periodapplicable vesting date. (b) Except as otherwise provided by Sections set forth in Section 2(c), 2(d) or 3 hereofbelow, if the Grantee’s employment of the Participant by the Company or is terminated for any Subsidiary terminates prior to the end of the Restriction Periodreason, (i) this RSU Award Agreement shall terminate and all rights of the Grantee with respect to RSUs that have not vested shall immediately terminate, (ii) any such unvested RSUs shall be immediately forfeited without payment of any consideration, and (iii) neither the Grantee nor any of the Grantee’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in its entiretysuch unvested RSUs. (c) Upon If the Grantee’s employment is terminated by the Company other than for Cause, by the Grantee for Good Reason (as defined in the amended and restated employment agreement by and between the Company and the Grantee as in effect from time to time), or due to the Grantee’s death or Disability (i) the Termination portion of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock UnitsRSUs, if any, payable under that are scheduled to vest on the next applicable Vesting Date shall immediately vest and shall be settled as soon as practicable after the date of termination in accordance with Section 3 below, but in no event later than March 15 of the year following the year in which the date of termination occurs, (ii) this RSU Award Agreement shall equal terminate and all rights of the number Grantee with respect to the portion of Restricted Stock Units that otherwise would be paidthe RSUs, if any, following the Restriction Period (based on the achievement that have not vested as of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator date of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest termination in accordance with this Section 2(c) shall immediately terminate, (iii) any such unvested RSUs shall be forfeited. forfeited without payment of any consideration, and (div) The Committee may, in its sole discretion, provide that, upon neither the retirement Grantee nor any of the Participant (as determined by the Committee Grantee’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofunvested RSUs.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Except as otherwise provided in this Section 133, the shares of Unvested Restricted Stock Units under this RSU Award shall vest and become Vested Restricted Stock on __________, only if and to the extent (i) except as provided the Participant remains in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule AContinuous Service through ___________, and (ii) except the Company attains the performance goals during the performance period ending _____________, as otherwise provided in Sections 2(c)set forth on Appendix A hereto (the “Performance Goals”) and as certified by a written determination of the Compensation Committee of the Board of Directors of the Company. The Compensation Committee shall make its certification before ___________. No vesting shall occur for performance below Threshold and the full number of share shall vest for performance that is equal to or greater than Maximum, 2(d) or 3 hereof, if as set forth on Appendix A. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodshall have no rights with respect to such Unvested Restricted Stock. (b) Except In the event that the Participant’s employment is terminated as otherwise provided by Sections 2(ca result of death or Disability, at any time between the Grant Date and ____________, the Participant shall vest in the Restricted Stock at Target (as set forth in Appendix A), 2(d) or 3 hereofregardless of whether the Performance Goals are attained, if the employment with such vesting occurring as of the day before the termination of employment. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant by the Company or any Subsidiary terminates prior shall have no rights with respect to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretysuch Unvested Restricted Stock. (c) Upon (i) In the Termination event the Participant’s employment terminates prior to ______________, 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 Goals are attained as set forth on Appendix A, the Participant shall be entitled to vest in the Restricted Stock in a pro-rated amount based on the date of the Participant’s employment termination of employment, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Restricted Stock which do not vest shall immediately and without Cause, or (ii) the Disability or death of notice be forfeited and the Participant during the Restriction Period and prior shall have no rights with respect to any termination of the Participant’s employment with the Company or any Subsidiary, the number of such Unvested Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedStock. (d) The Committee mayIn the event the Participant’s employment terminates prior to _______________, in its sole discretion, provide that, upon by reason of the retirement Company’s termination of the Participant (without Cause or the Participant’s termination of employment for Good Reason, to the extent the Performance Goals are attained as determined by set forth on Appendix A, the Committee Participant shall be entitled to vest in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Awardin accordance with Section 3(a) above without any reduction or limitation as a result of said prior termination, subject to the satisfaction Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (e) In the event there is a Change of Control, as defined in the Plan, then the Participant shall vest in the Restricted Stock at Target as of the Performance Goals effective date of any such Change of Control; provided that (i) if the Participant has previously been terminated from employment as provided in Schedule A. Any such action by described under Section 3(c) and the Committee must be made in writing Change of Control occurs prior to the effective vesting of unvested Restricted Stock provided for under Section 3(c), the Participant shall vest in the Restricted Stock in a pro-rated amount at Target based on the date of the Participant’s retirementtermination of employment, and any other rights in respect of the vesting of Unvested Restricted Stock under Section 3(c) shall 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 Change of Control occurs prior to the vesting of Unvested Restricted Stock provided for under Section 3(d), then the Participant shall vest in the Restricted Stock at Target as of the effective date of any such Change of Control, and any other rights in respect of the vesting of Unvested Restricted Stock under Section 3(d) shall be cancelled and of no further force and effect. Any The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (f) In the event the Participant’s employment is terminated for Cause or if the Participant terminates his/her employment without Good Reason, all Unvested Restricted Stock shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (g) Except as is provided in Section 9 of the Plan, any adjustment to an award of Restricted Stock pursuant to Section 9 of the Plan shall not change the ratio of Unvested Restricted Stock to Vested Restricted Stock. (h) If the Participant is entitled to vest in a pro-rata portion of this RSU Award as the Restricted Stock, the number of shares of Unvested Restricted Stock which vest shall be determined by multiplying the number of shares eligible to vest based on attainment of Performance Goals by a fraction, the numerator of which is the number of days elapsed between the ___________, and the date of the termination of employment, and the denominator of which is ________. For example, if the vesting requirements based on attainment of this Section 2 have been satisfied shall Performance Goals is determined to be payable in accordance with Section 5 hereofat Target and the Participant completed 100 days of Continuous Service from ___________, 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 _______).

Vesting. Except as may otherwise be provided in this Section 2 or in the Plan or as approved by the Administrator, the RSUs shall vest in accordance with the terms of these Terms and Conditions (including the Notice and the Plan), as follows (the occurrence of each such event described in Section 25:2(a)-(d), a “Vesting Event”): (a) Subject all of the RSUs shall become vested on the earliest to compliance with Section 13, occur of the Restricted Stock Units under this RSU Award shall vest only (i) except as provided vesting date set forth in Section 3 hereof, to the extent that Notice (the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c“Vesting Date”), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or Participant’s death of the Participant during the Restriction Period and prior to any termination of (iii) the Participant’s Disability, subject in each case to the Participant’s continued employment with the Company or any Subsidiaryits Affiliate through such date; (b) upon the occurrence of a Change in Control, all then outstanding unvested RSUs shall be treated as provided in the number Plan; (c) if the Participant’s employment terminates in a Qualifying Termination prior to the Vesting Date, then (i) a pro rata portion of Restricted Stock Units, if any, payable under this RSU Award the RSUs shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (become vested based on the achievement portion of the Performance Goals period between the Grant Date and the Vesting Date that has elapsed as determined under Section 1(b)), multiplied by a fraction, of the date of such termination (the “Accelerated RSUs”) and (ii) the balance of the RSUs (the “Deferred RSUs”) shall remain outstanding and unvested and shall become vested on the Vesting Date provided the Participant (A) has not violated Section 13(b) through the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, Vesting Date and (B) the denominator has provided annual certification of which shall be (xsuch ongoing compliance with Section 13(b) if the Participant was employed by in writing to the Company or a Subsidiary on the first day each anniversary of the Restriction Period, the total number of days in the Restriction Period, or Grant Date (yif any) in all other cases, the total number of days within the Restriction Period equal that occurs following such Qualifying Termination and prior to the period of time beginning on Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedVesting Date. (d) The Committee mayif the Participant’s employment terminates in a Qualifying Retirement (as defined below) prior to the Vesting Date, all of the RSUs shall become vested on the Vesting Date provided the Participant (i) has not violated Section 13(b) through the Vesting Date and (ii) has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Qualifying Retirement and prior to the Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the Vesting Date. For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the Administrator, other service to, the Company or Company’s Affiliates, but in the case of employment with or service to an Affiliate, only during such time as such Affiliate is an affiliate of the Company. Notwithstanding anything contained in these Terms and Conditions to the contrary, the Administrator, in its sole discretion, provide thatmay accelerate the vesting of any RSUs, at such times and upon such terms and conditions as the retirement Administrator shall determine, so long as the delivery of Shares for any RSUs subject to Section 409A of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofCode is permitted thereby.

Vesting. (a) Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13herein, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, one-third of the RSUs (rounded down to the extent that nearest whole Share) shall become vested on the Performance Goals are satisfied as provided in Schedule Afirst anniversary of the Grant Date, and (ii) except as otherwise provided one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become vested on the third anniversary of the Grant Date, in Sections 2(cthe case of each of clauses (i), 2(d(ii) or 3 hereofand (iii), if subject to Participant not having incurred a Termination of Employment prior to the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodapplicable vesting date. (b) Except as otherwise provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment, any unvested RSUs shall be forfeited by Sections 2(c), 2(d) or 3 hereofParticipant without consideration therefor. Notwithstanding the foregoing, if the employment Participant incurs a Termination of the Participant Employment (i) as a result of termination by the Company or any Subsidiary terminates prior its Affiliate without Cause, subject to the end Participant having served as an employee of the Restriction Period, this RSU Award shall be immediately forfeited in Company or its entirety. (c) Upon (i) the Termination of the Participant’s employment without CauseAffiliate for at least one year, or (ii) due to Participant’s death or Disability, any unvested RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the Disability or death next vesting date shall vest pro-rata as of the Participant during the Restriction Period and prior to any termination date of the Participant’s employment Termination of Employment, with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal RSUs vesting to be determined by multiplying the number of Restricted Stock Units unvested RSUs that otherwise would be paid, if any, following the Restriction Period (based have vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied next vesting date by a fraction, (A) the numerator of which shall be is the number of days in between the Restriction Period during which prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the Participant was continuously employed by the Company or a Subsidiary, date of Participant’s Termination of Employment and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedis 365. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part discretion (subject to Section 6 of the Restricted Plan) or as otherwise provided in this Section 3 or Section 8, the vesting of RSUs covered hereby shall be subject to the Employee’s continued employment with or other provision of services to the Company or a subsidiary or affiliate through the applicable Vesting Date. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. The Employee shall be eligible to vest in one-third of the shares of Common Stock Units covered by this RSU Agreement as set forth in the Award Summary on each of December 31, 2023, December 31, 2024 and December 31, 2025 (each, a “Vesting Date”). Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the RSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be payable under this RSU Awardassumed by the successor company (or its parent company) and remain outstanding and thereafter the vesting of such RSUs, and any dividend equivalents with respect thereto, shall be subject to Employee’s continued employment with or provision of services to the satisfaction of the Performance Goals Company or a subsidiary or an affiliate through each applicable Vesting Date as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied 3, at which time such RSUs shall vest and shall be payable paid in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 5 hereof409A of the Code, as determined by the Committee; provided that the RSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to a Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13the terms and conditions of this Agreement, the Restricted Stock Units PSUs shall be subject to a three-year performance period, consisting of the calendar years 20[18], 20[19] and 20[20] (the “Total Award Performance Period”), which is further subdivided into three annual performance periods, each of which are a single calendar year (each an “Annual Performance Period”). Except as otherwise provided below, following each Annual Performance Period, the number of PSUs earned shall be determined as provided in Appendix A (as determined under this RSU Award Appendix A, the “Earned PSUs”). Except as otherwise provided below, the number of Earned PSUs, if any, shall vest only become vested on the anniversary of the Date of Grant immediately following the last day of the Annual Performance Period with respect to which the Earned PSUs were earned (the “Vesting Date”) if the Participant’s employment or services with the Corporation and its Subsidiaries continues throughout the period beginning on the Date of Grant and ending on the Vesting Date. (b) In the event that Participant’s employment or services with the Corporation and its Subsidiaries is terminated (i) except by the Corporation or a Subsidiary without Cause, (ii) by Participant for Good Reason, (iii) by reason of Participant’s death or (iv) by the Corporation or a Subsidiary on account of Participant’s Disability, in each case at any time between the Date of Grant and the second anniversary of the effective date of the Reorganization (as provided defined in Section 3 hereofthe Participant’s employment agreement with the Corporation, as amended), Participant shall be considered as remaining employed with the Corporation and its Subsidiaries throughout the period beginning on the Date of Grant and ending on the Vesting Date applicable to the extent third Annual Performance Period, for purposes of vesting in any Earned PSUs pursuant to Section 2(a) hereof. (c) If, during the period that begins on the effective date of a Change in Control (as defined below) and ends on the twelve month anniversary of the effective date of the Change in Control, there is a termination of Participant’s employment or services with the Corporation and its Subsidiaries by the Corporation or a Subsidiary without Cause (other than as a result of Participant’s death or Disability) or by Participant for Good Reason (a “Qualifying Termination”), and such Qualifying Termination occurs on or before the Vesting Date of an Annual Performance Goals are satisfied Period, then the sum of the following amounts shall become fully vested upon the effective date of the Qualifying Termination (the total Target PSUs that vest pursuant to this Section 2(c) shall be referred to as provided in Schedule A“Earned Target PSUs”): (i) the Target PSUs attributable to any Annual Performance Period with respect to which the Qualifying Termination occurs prior to the Vesting Date applicable to such Annual Performance Period, and (ii) except for each Annual Performance Period with respect to which the Qualifying Termination occurs on or after the Vesting Date applicable to such Annual Performance Period in which the Earned PSUs for such Annual Performance Period (as otherwise provided in Sections determined under Appendix A) were less than the Target PSUs attributable to such Annual Performance Period (as set forth on Appendix A) each a, “Previously Vested Below Target Annual Performance Period”), an amount equal to the Target PSUs attributable to such Previously Vested Below Target Annual Performance Period (as set forth on Appendix A), less the Earned PSUs for such Previously Vested Below Target Annual Performance Period (as determined under Appendix A). For the avoidance of doubt, if Participant becomes eligible to receive Earned Target PSUs pursuant to this Section 2(c), 2(d) or 3 hereof, if Participant shall not be eligible to earn any Earned PSUs determined as provided in Appendix A with respect to any Annual Performance Period with respect to which the Participant remains continuously employed by Qualifying Termination occurs prior to the Company or a Subsidiary until the end of the Vesting Date applicable to such Annual Performance Period. (bd) Except as otherwise provided by Sections 2(c)For purposes of this Agreement, 2(d) or 3 hereof, if “Change in Control” shall mean the employment occurrence of any of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.following:

Vesting. Except as may Subject to the terms and conditions of this Agreement and the Plan and unless otherwise be provided by Section 25: forfeited pursuant to section 3,4 the RSUs shall vest (that is, the Restricted Period with respect thereto shall terminate) pursuant to the Vesting Schedule; provided, however, that the unvested RSUs shall vest in full during the Vesting Period on the date, (a) Subject to compliance with Section 13, immediately preceding the Restricted Stock Units under this RSU Award shall vest only (i) except effective date of Retirement as provided determined by the Committee in Section 3 hereof, relation to the extent that the Performance Goals are satisfied as provided in Schedule RSUs: either (A, ) after reaching age 70 or (B) after reaching age 55 and (ii) except as otherwise provided in Sections 2(c), 2(d) having been employed or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant engaged by the Company or any Subsidiary terminates prior to for 15 years (provided that, if the end of Recipient retires after reaching age 56, for each year after age 55, the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with Recipient may work one year less for the Company or any Subsidiary, the number of Restricted Stock Unitsas applicable, if any, payable and still be qualified for Retirement under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period sub-section (based on the achievement of the Performance Goals as determined under Section 1(b)B)5), multiplied by a fraction, (Ab) immediately preceding the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction PeriodDisability, or (yc) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to preceding the effective date of the Participant’s retirementtermination of or Subsidiary (which, whenever used in this Agreement, includes any such without Cause,6 or by the Recipient for a Good Reason,7 in either case only in connection with or within 24 months following a Sale Event.8 4 For example, pursuant to section 3, b Company or any Subsidiary is terminated by the Recipient for any reason, or (II) if the Recipient retires, dies or becomes Disabled, the RSUs shall be forfeited in their entirety and no distribution or payment of any amount under such RSUs shall ever be made to the Recipient. Any portion 5 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the RSU Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the RSU Shares. 6 Cause means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of this RSU Award as the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the vesting requirements Recipient and the Company or the Subsidiary that employs or engages the Recipient are parties or of this Section 2 any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may have been satisfied ity to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall be payable have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. 7 A Good Reason the occurrence of any of the following events: (i) a material adverse change in accordance with Section 5 hereof.the functions, duties or ition (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom , (ii) the relocation of the Company or Subsidiary office at which the Recipient is principally located immediately prior to a Sale Event (the own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan area of the Original Office), or immediately prior to a Sale Event; provided, however, that, within 90 days of the incident that provides the basis for a Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. 8 Sale Event he Company or the Subsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to one or more unrelated persons or entities, (ii) a Change in Control, or (iii) the sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13in paragraph 2(c), the Participant’s interest in the Restricted Stock Units under this RSU Award shall vest only (i) except as provided and become non-forfeitable on the first date that one of the requirements in Section 3 hereof, to the extent that the Performance Goals following sentence is satisfied. The requirements of this sentence are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by in the continuous employ of the Company or a Subsidiary an Affiliate from the Date of Award until the end earliest of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination third anniversary of the Date of Award, (ii) the date of the Participant’s death, (iii) the date of termination of the Participant’s employment without Causeon account of Disability, or (iiiv) the Disability or death date of a Change in Control. In addition, except as provided in paragraph 2(c), a portion of the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable on the date of termination of the Participant’s employment by the Company without Cause (“Involuntary Termination”), if the date of Involuntary Termination precedes the occurrence of any of the events specified in clauses (i) through (iv) of the preceding sentence. In such event, the number of Restricted Stock Units that shall vest upon an Involuntary Termination shall be prorated (rounded up to the nearest whole unit) based on the ratio of the number of calendar months (rounded up to the nearest whole month) that the Participant during has remained in the Restriction Period continuous employ of the Company or an Affiliate from the Date of Award through the date of the Involuntary Termination to a 36-month vesting period. Restricted Stock Units that have not vested in accordance with the preceding sentences of this paragraph 2(a) shall be forfeited, and prior the Participant shall have no further rights with respect to any the Restricted Stock Units, upon the termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of and its Affiliates other than with respect to Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals become vested as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date result of the Participant’s retirementdeath or Involuntary Termination or on account of Disability. Any portion For purposes of this RSU Award Agreement, the Participant’s termination of employment by the Company will be deemed to be an involuntary termination without “Cause” unless prior to such termination of employment the Committee determines that the Participant engaged in a Prohibited Activity (as to which the vesting requirements of this Section 2 have been satisfied shall be payable defined in accordance with Section 5 hereofparagraph 2(c).

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13Except as otherwise provided in this Agreement, 100% of the Restricted Stock Units under this RSU granted pursuant to the Award shall vest only on December 31, [YEAR 3]. (b) Notwithstanding any other provision of this Agreement, none of the Restricted Stock Units granted pursuant to the Award shall vest if the Committee determines that the Company's aggregate return to shareholders for the Performance Cycle, as measured by the Company's Common Stock price, is not at least 35% of the performance of the ▇▇▇▇▇▇▇ 2000 Index for the applicable Performance Cycle. (c) Notwithstanding any other provision of this Agreement, if the Committee determines that the Company's aggregate return to shareholders for the Performance Cycle is at least 35% of the performance of the ▇▇▇▇▇▇▇ 2000 Index for the Performance Cycle, a portion of the Restricted Stock Units granted pursuant to the Award shall not vest equal to (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and aggregate number of Restricted Stock Units reduced by (ii) the quotient of the aggregate number of Restricted Stock Units multiplied by the TDY Stock ▇▇▇▇▇-▇▇▇▇▇▇▇ 2000 Percentage (but not more than 100%) (any fractional share of Common Stock resulting from this clause (ii) calculation shall be rounded up to the next whole share). (d) Notwithstanding any other provision of this Agreement, if during the applicable Performance Cycle, (i) the Executive's employment with the Employer terminates for any reason, whether the Executive's employment is terminated by the Executive or the Employer, with or without just cause, except as otherwise provided in Sections 2(cParagraph 1.3(e), 2(d(ii) there occurs a material breach of this Agreement by the Executive or (iii) the Executive fails to meet the tax withholding obligations described in Paragraph 1.6, none of the unvested Restricted Stock Units granted under this Agreement shall vest. For clarity, for the purposes of this Agreement, the date of such termination or cessation of the Executive's employment with the Employer shall be the date upon which the Executive's employment actually ceased without regard to any period of notice of termination of employment to which the Executive may be entitled. (e) If, during the applicable Performance Cycle, the Executive's employment with the Employer terminates due to the Executive's death, disability (as determined in the sole discretion of the Committee) or 3 hereof, retirement pursuant to the applicable retirement policy (if any) of the Participant remains continuously employed by Employer or the Company or a Subsidiary until (as applicable) prior to the end expiration of the Performance Period. Cycle, the Executive (bor the Executive's beneficiaries) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if shall continue to hold the employment Restricted Stock Units through the expiration of the Participant by the Company or any Subsidiary terminates prior to the end Performance Cycle. At that time, a portion of the Restriction Period, this RSU Award Restricted Stock Units shall be immediately forfeited in its entirety. (c) Upon vest equal to (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that would have otherwise would be paid, if any, following vested under Section 1.3 had the Restriction Period (based on Executive remained employed by the achievement Employer through the end of the Performance Goals as determined under Section 1(b)), Cycle multiplied by (ii) a fraction, (A) the numerator of which shall be is the number of days in the Restriction Period full months during which the Participant Executive was continuously employed by the Company or a Subsidiary, Employer from the beginning of the Performance Cycle until the date of the Executive's termination of employment and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, is the total number of days months in the Restriction Period, or Performance Cycle (y) in all other cases, the total number any fractional share of days within the Restriction Period equal Common Stock resulting from this calculation shall be rounded up to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitednext whole share). (df) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements For purposes of this Section 2 have been satisfied 1.3 only, “Employer” shall be payable mean, in accordance with Section 5 hereofaddition to Teledyne DALSA, Inc., the Company and any subsidiary of the Company.

Vesting. Except as may Unless otherwise be provided by Section 25set forth in an agreement between the Participant and the Company: (a) Subject to compliance with Section 13Except as set forth in subsections (b) and (c) below, the Restricted Stock Units under this RSU Award shall vest only become vested and cease to be Restricted Stock (i) except as provided in Section 3 hereof, but shall remain subject to the extent that other terms of this Agreement and the Performance Goals are satisfied Plan) as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, follows if the Participant remains has both met the goals set out in Appendix 1 and has been continuously employed by in service with the Company until such date: Vesting Date Percentage Vested XXX 100% There shall be no proportionate or a Subsidiary until partial vesting in the end of periods prior to the Performance Periodapplicable vesting dates and all vesting shall occur only on the appropriate vesting date. (b) Except as otherwise provided by Sections 2(c), 2(d) Upon the death or 3 hereof, if the employment Disability of the Participant by Participant, 100% of any shares of Restricted Stock that are unvested at the Company or any Subsidiary terminates prior time of such Termination shall become vested and cease to be Restricted Stock (but shall remain subject to the end other terms of this Agreement and the Restriction Period, this RSU Award Plan). Any remaining unvested shares of Restricted Stock shall be immediately forfeited in its entiretyforfeited. (c) Upon (i) In the Termination event of a Change in Control, the Restricted Stock shall be treated in accordance with Section 11 of the Participant’s employment Plan (including, without Causelimitation, the vesting provisions set forth in Section 11.3); provided that, immediately prior to the Change in Control, the Committee may determine that the Restricted Stock Award will not be continued, assumed or have new rights substituted therefor in accordance with Section 11.1 of the Plan, and immediately prior to the Change in Control, the Restricted Stock shall become fully vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan). If the Change in Control occurs before the Issue Date (as defined in Appendix 1), the Committee may, but shall have no obligation to, determine that (A) if any performance condition (set forth on Appendix 1) likely would have been achieved at or above the performance target on the Issue Date, then the Committee may provide that such performance condition be deemed achieved at the target level for purposes of determining the number of shares of Restricted Stock earned under Appendix 1 to this Agreement on the Issue Date, or (iiB) if any performance condition (set forth on Appendix 1) likely would have been achieved below the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based performance target level on the achievement of the Performance Goals as determined under Section 1(b))Issue Date, multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by then the Committee in its sole discretion), all or part may provide for the immediate cancellation of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofaward.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance earlier vesting in accordance with Section 13Sections 4 or 5 below, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to Shares will become vested on the extent that later of the third anniversary of the grant date or the date on which the Committee certifies the attainment of the Performance Goals are satisfied as provided (the “Vesting Date”) in Schedule A, accordance with the provisions of Section 3 below and subject to the provisions of subsections (b) and (iic) below. Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as otherwise provided in Sections 2(c)herein, 2(d) or 3 hereof, if the Participant remains continuously employed by shall be immediately forfeited upon Participant’s termination of employment with the Company or a Subsidiary until and its Subsidiaries. Subject to the end terms of the Performance PeriodPlan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. (b) Except In no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as otherwise provided by Sections 2(c)set forth in the Plan. The payout of vested Shares may be reduced, 2(d) or 3 hereofbut not increased, if based on the employment degree of the Participant attainment of such performance criteria as determined by the Company or any Subsidiary terminates prior Committee, in its sole discretion. To the extent unvested Shares are not paid to Participant pursuant to the end of the Restriction Periodimmediately preceding sentence, this RSU Award then such unvested Shares shall be immediately forfeited in its entiretyforfeited. (c) Upon The maximum number of Shares that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a fair market value on the Vesting Date not to exceed the following: (i) for each Participant (other than the Termination Chief Executive Officer of the Participant’s employment without CauseCompany), or one-half of one percent (ii0.5%) the Disability or death of the Participant during the Restriction Period and prior to any termination sum of the ParticipantCompany’s employment with total operating income for the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Performance Period (based on the achievement of the Performance Goals as determined under Section 1(b)calendar years 2013, 2014 and 2015), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretionaccordance with the Plan. (ii) if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the limit specified in subsection (i) above shall be one and one-half percent (1.5%) of the Company’s total operating income for the Performance Period (calendar years 2013, 2014 and 2015), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action determined by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofthe Plan.

Vesting. Except A. The Participant shall have a non-forfeitable right to a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, except as may otherwise be provided herein or determined by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Committee in its sole discretion. No portion of any Award shall vest only (i) except as provided in Section 3 hereof, to become vested on the extent that vesting date unless the Performance Goals are satisfied as provided in Schedule AParticipant is then, and (ii) since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if this Agreement and the Participant remains continuously employed by the Company or a Subsidiary until the end Plan. B. The Award will become vested in three equal installments on each of the Performance first, second and third anniversaries of the Grant Date (the “Vesting Period”). (b) C. Except as otherwise provided by Sections 2(c)in the Plan, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any upon termination of the Participant’s employment with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will promptly terminate, except as follows: (i) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the Participant’s death or Disability; and (ii) any Subsidiaryportion of the Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested upon the Participant’s Retirement for fifty percent (50%) of the number of Restricted Stock Units, if any, payable under this RSU Award shall equal shares covered by such unvested portion and for an additional ten percent (10%) of the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement shares covered by such unvested portion for every full year of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed employment by the Company or a Subsidiaryand its Affiliates beyond ten (10) years, up to the remaining amount of the unvested portion of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (B10) the denominator consecutive years of which shall be (x) if the Participant was employed by service with the Company or a Subsidiary on the first day of the Restriction Periodits Affiliates, the total number of days in the Restriction Periodbut not including pursuant to any termination For Cause or any termination for insufficient performance, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion)Company. D. Notwithstanding anything herein to the contrary, all or part any portion of the Restricted Stock Units covered Award held by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing a Participant or a Participant’s permitted transferee immediately prior to the effective date cessation of the Participant’s retirement. Any portion employment For Cause shall terminate at the commencement of this RSU Award as to which business on the vesting requirements date of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofsuch termination.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, Employee shall vest one hundred percent (100%) of the Restricted Stock Units under this RSU Award shall vest only (i) except as Shares on , provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant Employee remains continuously employed in Employment by the Company or a Subsidiary until the end of the Performance Periodthrough such date. (b) Except as otherwise provided by Sections 2(c), 2(dNotwithstanding Section 3(a) or 3 hereof, if but subject to the employment provisions of Section 3(b)(vi) hereof, (i) Employee shall become fully (100%) vested in all of the Participant by Restricted Shares on the Company date of Employee’s death or any Subsidiary terminates Disability; (ii) Employee shall be fully (100%) vested in all of the Restricted Shares on the effective date of Employee’s Retirement; (iii) Employee shall be fully (100%) vested in all of the Restricted Shares on the day immediately prior to the end date of such Change in Control; (iv) In the event that Employee’s Termination of Employment is other than due to death, Disability, Resignation, Retirement, or Cause, Employee shall be fully (100%) vested in all of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.Restricted Shares on the effective date of Employee’s Termination of Employment; (cv) Upon (i) In the Termination event that the Affiliate which is the employer of Employee is sold, otherwise disposed of or ceases to be an Affiliate, or in the event of the Participant’s employment without Cause, sale or other disposition (iiin one transaction or a series of related transactions) the Disability of all or death substantially all of the Participant during the Restriction Period and prior to any termination assets of the Participant’s employment division or business unit with the Company or any Subsidiaryrespect to which Employee is employed, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant that Employee will become fully (as determined by the Committee 100%) vested in its sole discretion), all or part of the Restricted Stock Units covered by Shares upon the consummation of such transaction; and (vi) Notwithstanding the vesting provisions of this RSU Award Section 3, in the event of Employee’s Resignation (as defined herein) or Termination of Employment for Cause (as defined herein), Employee’s rights to receive any unvested Restricted Shares shall be payable under this RSU Awardremain unvested, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to and concurrent with the effective date of such Resignation or Termination of Employment, Employee shall forfeit all of the Participant’s retirementRestricted Shares. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied On such date, all such Restricted Shares shall be payable in accordance with Section 5 hereoftransferred to the Company without consideration.

Vesting. Except (a) The Restricted Stock subject to this grant shall become unrestricted and vest as may otherwise be provided by Section 25follows: (ai) Subject Twenty-five percent (25%) of the shares of Restricted Stock shall vest upon the Grant Date, subject to compliance with the forfeiture provisions set forth in Section 131(a) of the Agreement. (ii) The remaining seventy-five percent (75%) of the shares of Restricted Stock shall be subject to performance-based vesting conditions (the “Performance Shares”). Of the seventy-five percent (75%), the Restricted Stock Units under this RSU Award Performance Shares shall be eligible to vest only at the end of each of the following measurement periods: (i) except as provided in Section 3 hereofJanuary 1, to the extent that the Performance Goals are satisfied as provided in Schedule A2018 through December 31, 2018, (ii) January 1, 2018 through December 31, 2019 (“Period 2”), and (iiiii) except as otherwise provided in Sections 2(cJanuary 1, 2018 through December 31, 2020 (“Period 3”), 2(d) or 3 hereof, if based on each of the Participant remains continuously performance measures set forth below. The Executive must be employed by the Company and/or one of its Subsidiaries or a Subsidiary until Affiliates as of December 31 of each applicable measurement period in order for such Performance Shares to vest. The applicable performance targets for the end vesting of the Performance PeriodShares shall be reviewed annually by the Committee and be subject to its complete authority and discretion to determine if such targets have been achieved. The Performance Shares shall only become vested with respect to the following percentages based on the Company’s achievement of the performance conditions set forth in Exhibit A hereto. (iii) For purposes of Exhibit A, “EBITDA” shall be defined by GAAP and determined in the Committee’s sole and complete discretion; provided, that such calculation shall be adjusted to exclude the Company’s costs with respect to its initial public offering, and certain other litigation and other expenses, in each case as determined appropriate by the Compensation Committee, and “TRIR” shall mean total recordable incident rate as defined and calculated consistently with the rules and guidance promulgated by the United States Department of Labor -Occupational Safety and Health Administration. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofin this Section 3, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the ParticipantExecutive’s employment with the Company and/or its Subsidiaries or Affiliates terminates for any reason prior to the vesting of all or any Subsidiary, portion of the number of Restricted Stock Units, if any, payable awarded under this RSU Award shall equal Agreement, such unvested portion of the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. cancelled and the Executive (dand the Executive’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such shares of Restricted Stock. The Committee mayCommittee, in its sole discretion, provide thatmay determine, upon prior to or within ninety (90) days after the retirement date of the Participant (as determined by the Committee in its sole discretion)any such termination, that all or part a portion of any the Executive’s unvested shares of Restricted Stock Units covered by this RSU Award shall not be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofso cancelled and forfeited.

Vesting. Except as may otherwise a) As of the date of this Agreement, all of the Stock Units shall be provided by unvested and subject to a Risk of Forfeiture pursuant to Section 25:4 below. (ab) Subject to compliance with the terms of this Section 133, the Restricted Stock Units under this RSU Award shall vest only in a single installment on the date that the Committee determines the Total Achievement Percentage (ias defined in Appendix A hereto) except as for the Performance Period, provided in that the Participant continues his or her employment or other association with the Company or one of its Affiliates from the Date of Grant until such vesting date (the “Vesting Date”). c) In the event a Change of Control occurs before the Vesting Date, 100% of the Stock Units that have not terminated under Section 3 hereof4 (or, to the extent the Committee determines sufficient milestones set forth on Appendix A have been attained, or if the Committee elects in its discretion to determine that it is probable such milestones will be attained, in either case, so as to result in more than 100% of the Performance Goals are satisfied Stock Units that have not been terminated being scheduled to vest on the Vesting Date, such larger number of Stock Units as so determined by the Committee) will vest upon the occurrence of the Change of Control, and the Committee may take such actions as it deems appropriate pursuant to the Plan. This Section 3(c) shall be applied to the Stock Units regardless of and shall supersede any Change of Control vesting terms (including any “double trigger” vesting terms) provided in Schedule Aan employment agreement, offer letter, severance agreement or other contract entered into by and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if between the Participant remains continuously employed by and the Company or a Subsidiary until the end of the Performance Period. an Affiliate (b) Except as otherwise provided by Sections 2(cin any case, an “Employment Agreement”), 2(d) or 3 hereof, if except that to the employment of extent such Employment Agreement provides for the Participant by to remain eligible to vest in the Company or any Subsidiary terminates prior Stock Units upon a Change in Control that occurs during a period of up to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any three months following termination of the Participant’s employment with the Company or any Subsidiaryemployment, the number of Restricted Participant shall remain eligible to vest in Stock Units, if any, payable Units under this RSU Award shall equal Section 3(c) during such period, subject to any terms or conditions of the number Employment Agreement that apply to such Change in Control vesting (including any requirement to timely execute and not revoke a release of Restricted claims). d) Those Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal vest pursuant to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined 3 or pursuant to any action taken by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject pursuant to the satisfaction of Plan shall become free from the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior termination provisions pursuant to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof4 below.

Vesting. Except as may otherwise be provided by Section 25: The Restricted Shares that have not previously been forfeited will vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement. In addition, (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall Shares that have not previously vested or been forfeited will vest only immediately in an amount equal to the Pro-Rated Amount (as defined below) upon the first to occur of the following events: (i) except death of the Recipient; (ii) Disability (as provided in Section 3 hereof, defined below) of the Recipient; and (iii) termination of the Recipient by the Company due solely to an elimination of the extent that the Performance Goals are satisfied as provided in Schedule ARecipient’s job position, and (iib) except the Restricted Shares that have not previously vested or been forfeited will vest in their entirety immediately upon the occurrence of a Fundamental Change (as otherwise provided defined below). For purposes of this Agreement, “Disability” of the Recipient means any physical or mental incapacitation whereby the Recipient is therefore unable for a period of 12 consecutive months, or for an aggregate 12 months in Sections 2(c)any 24 consecutive month period, 2(d) or 3 hereof, if to perform the Participant remains continuously employed by Recipient’s duties for the Company or a Subsidiary until the end thereof, and “Pro-Rated Amount” means that number of the Performance Period. shares determined by (ba) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, multiplying the number of Restricted Stock UnitsShares covered by this Agreement (as set forth on the cover page) by a fraction, if any, payable the numerator of which is the number of whole months that have elapsed since the Date of Grant to the date of Recipient’s termination under the first to occur of the events provided in this RSU Award shall equal Section 2 and the denominator is * *[Insert the number of months until all restrictions would lapse under the agreement] and then (b) subtracting the number of Restricted Stock Units that otherwise would Shares previously vested or forfeited. For purposes of this Agreement, a “Fundamental Change” in the Company shall be paid, deemed to occur if any, following the Restriction Period (based on the achievement any of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.following occur:

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part discretion (subject to Section 6 of the Restricted Plan) or as otherwise provided in this Section 3 or Section 8, the vesting of RSUs covered hereby shall be subject to the Employee’s continued employment with or other provision of services to the Company or a subsidiary or affiliate through the applicable Vesting Date. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. The Employee shall be eligible to vest in one-third of the shares of Common Stock Units covered by this RSU Agreement as set forth in the Award Summary on each of December 31, 2024, December 31, 2025 and December 31, 2026 (each, a “Vesting Date”). Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the RSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be payable under this RSU Awardassumed by the successor company (or its parent company) and remain outstanding and thereafter the vesting of such RSUs, and any dividend equivalents with respect thereto, shall be subject to the satisfaction Employee’s continued employment with or provision of services to the Performance Goals Company or a subsidiary or an affiliate through each applicable Vesting Date as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied 3, at which time such RSUs shall vest and shall be payable paid in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 5 hereof409A of the Code, as determined by the Committee; provided that the RSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to a Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.

Vesting. Except as may otherwise The Phantom Shares shall be provided by subject to the terms and conditions set forth in this Section 25:2. (a) Subject to compliance with Section 13Except as otherwise provided herein, 100% of the Restricted Stock Units under this RSU Award Phantom Shares shall vest only on __________ ___, 202_, (the “Vesting Date”) provided that the Grantee has not had a Termination of Service prior to such date. (b) The following terms shall apply in the event of Termination of Service: (i) except Subject to Section 2(b)(iv), in the event that, prior to the Vesting Date, the Grantee experiences a Termination of Service by the Company without Cause (as provided defined in the Employment Agreement) or a Termination of Service by the Grantee for Good Reason (as defined in the Employment Agreement), then, subject to Section 3 hereof5(k) of the Employment Agreement relating to execution of a release, to the extent that the Performance Goals are satisfied Phantom Shares otherwise would have vested during the 12 month period following the Grantee’s Termination of Service, 1 To be included for CEO and Co-CIOs only. such Phantom Shares shall vest as provided of the date of the Grantee’s Termination of Service. Notwithstanding the foregoing, in Schedule Athe event that in connection with the Grantee’s Termination of Service with the Company, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or is managed by an external manager pursuant to a Subsidiary until management and advisory contract and such external manager has provided the end Grantee with an offer of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days on economic terms that are at least substantially equivalent in form and economic substance (and not in the Restriction Period during which aggregate) to those provided to the Participant was continuously employed by the Company or a Subsidiary, Grantee immediately prior to such Termination of Service and (B) on terms that would not be deemed to trigger Good Reason (an offer of employment that meets the denominator requirements of which (A) and (B), a “Qualifying Offer”), then, regardless of whether the Grantee accepts such offer of employment, this Section 2(b)(i) shall have no effect and the Grantee shall not be entitled to receive the vesting described in this Section 2(b)(i) or Section 2(b)(iv). (ii) In the event the Grantee experiences a Termination of Service on account of death or Disability (as defined in the Employment Agreement) prior to the Vesting Date, then the Phantom Shares shall become fully vested as of the date of the Grantee’s Termination of Service; provided that in the event of the Grantee’s Disability, such vesting shall be subject to Section 5(k) of the Employment Agreement relating to execution of a release. (xiii) if In the Participant was employed event the Grantee experiences a Termination of Service on account of the Grantee’s voluntary resignation at a time when circumstances constituting Cause do not exist, and such Termination of Service is an Eligible Retirement (as defined below) then, subject to Section 5(k) of the Employment Agreement relating to execution of a release, the Phantom Shares shall become fully vested as of the date of the Grantee’s Termination of Service. For purposes of this Agreement, an “Eligible Retirement” means the Grantee’s Termination of Service without Good Reason and other than on account of death or Disability either (A) on or after age 65 or (B) on account of an Eligible Early Retirement. For purposes of this Agreement, “Eligible Early Retirement” means the Grantee’s Termination of Service prior to age 65 pursuant to a succession plan approved by the Board, which may include (but, for clarity would not necessarily require) the Grantee and the Company entering into a consulting or advisory agreement and the Grantee’s reasonable cooperation in providing transition services for a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day following termination of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide employment; provided that, upon the retirement of Executive provides the Participant Company with at least nine months prior written notice (or such shorter notice period as determined by the Committee Board in its sole discretion), all or part ) of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to Grantee’s termination of employment (and continues in active employment during such notice period) and the satisfaction Board approves such Termination of the Performance Goals Service as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.an Eligible Early Retirement.]2

Vesting. Except as may otherwise be specifically provided by Section 25: (a) Subject in this Agreement and subject to compliance with Section 13certain restrictions and conditions set forth in the Plan, the Restricted Stock Units under this RSU Award Awarded Shares shall vest only (i) except as provided set forth below. Any Awarded Shares that become vested in accordance with this Section 3 hereofshall be referred to as “Vested Shares” and any Awarded Shares that, at the particular time of determination, have not become vested in accordance with this Section 3 shall be referred to as “Non-Vested Shares.” a. One-third (1/3rd) of the extent that total Awarded Shares shall vest on [[the Performance Goals are satisfied as first (1st) anniversary of the Date of Grant]/ [_________, 20__] (the “Initial Vesting Date”)], provided in Schedule A, and the Participant is employed by (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company is a Contractor or a Subsidiary until the end of the Performance Period. (ban Outside Director, is providing services to) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day that date. b. An additional one-third (1/3rd) of the Restriction Periodtotal Awarded Shares shall vest on [[the second (2nd) anniversary of the Date of Grant]/[the first (1st) anniversary of the Initial Vesting Date]], provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. c. The remaining one-third (1/3rd) of the total Awarded Shares shall vest on [[the third (3rd) anniversary of the Date of Grant]/[the second (2nd) anniversary of the Initial Vesting Date]], provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, upon the occurrence of a Demotion, a pro-rated portion of the Awarded Shares that are eligible for vesting on the next occurring vesting date, shall vest on the date of the Demotion, with such pro-rated portion (rounding down to the nearest whole share to avoid the issuance of fractional shares) to be determined by multiplying (1) the number of Awarded Shares that are eligible for vesting on the next occurring vesting date by (2) a fraction, (a) the numerator of which is the number of days in that have lapsed between the Restriction Periodimmediately prior vesting date (or the Date of Grant if no vesting date has occurred) and the date of Demotion, or and (yb) in all other casesthe denominator of which is three hundred sixty-five (365) [(provided that if the Initial Vesting Date has not yet occurred, the total denominator will be the number of days within between the Restriction Period equal to Date of Grant and the period Initial Vesting Date)]. Any Awarded Shares that remain unvested as of time beginning on the first day date of the Demotion (following the pro-rated vesting as a result of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest Demotion) shall be forfeited in accordance with this Section 2(c) 4 below. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately be forfeited. (d) The Committee maybecome vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in its sole discretionthe event that (i) a Change in Control occurs, provide that, upon the retirement of the Participant and (as determined ii) this Agreement is not assumed by the Committee in surviving corporation or its sole discretion)parent, all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Awardsurviving corporation or its parent does not substitute its own restricted shares, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing then immediately prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied such Change in Control, all Awarded Shares not previously vested shall be payable in accordance with Section 5 hereofthereupon immediately become fully vested.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided in Sections 2(c)this Section 3, 2(dthe RSUs shall become vested in accordance with the following schedule, if as of each such date Employee has continuously served as an employee of the Company (or any of its direct or indirect wholly-owned Subsidiaries, as applicable) or 3 since the date hereof, if such that, subject to the Participant remains continuously employed by the Company or a Subsidiary until the end other terms and conditions of this Agreement, all of the Performance Period.RSUs shall be vested on [ ]: [ ] 25% [ ] of each of the three years thereafter, up to and including [ ] Additional 25% (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofin this Section 3, if the Employee’s employment of the Participant by with the Company (or any Subsidiary of its direct or indirect wholly-owned Subsidiaries, as applicable) terminates for any reason (including upon the death or disability of Employee prior to the end vesting of all or any portion of the Restriction PeriodRSUs awarded under this Agreement), this RSU Award such unvested portion of the RSUs shall immediately be immediately forfeited cancelled and Employee (and Employee’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in its entiretyand with respect to any such RSUs. (c) Upon In addition to Section 3(a) above, upon a termination by the Company (ior any of its direct or indirect wholly-owned Subsidiaries, as applicable) without Cause (as defined in the Termination Employment Agreement) or by Employee with Good Reason (as defined in the Employment Agreement) of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the ParticipantEmployee’s employment with the Company (or any Subsidiaryof its direct or indirect wholly-owned Subsidiaries, as applicable) that also constitutes a “separation from service” within the meaning of Code Section 409A within twelve months following a Change in Control of the Company (a “Change in Control Termination”), the RSUs shall vest as follows: (i) if the Change in Control Termination occurs on or before [FIRST ANNIVERSARY OF GRANT DATE], 1/4th of the RSUs shall vest on the date of the Change in Control Termination, (ii) if the Change in Control Termination occurs after [FIRST ANNIVERSARY OF GRANT DATE] and on or before [SECOND ANNIVERSARY OF GRANT DATE], on the date of the Change in Control Termination a number of unvested RSUs (not to exceed the number of Restricted Stock Units, if any, payable under this RSU Award unvested RSUs as of immediately prior to the Change in Control Termination) shall vest that is equal to the product of (x) 1/48th of the RSUs and (y) the sum of the number of Restricted Stock Units that otherwise would be paid, if any, following full months passed between [GRANT DATE] and the Restriction Period (based on the achievement date of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be Change in Control Termination plus the number of days full months passed between [FIRST ANNIVERSARY OF GRANT DATE] and the date of the Change in the Restriction Period during which the Participant was continuously employed by the Company or a SubsidiaryControl Termination, and (B) the denominator of which shall be (xiii) if the Participant was employed by the Company or a Subsidiary Change in Control Termination occurs after [THIRD ANNIVERSARY OF GRANT DATE], on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion Change in Control Termination all remaining unvested RSUs shall vest (for the avoidance of this RSU Award as to which doubt, the vesting requirements of described in this Section 2 have been satisfied shall be payable 3(c) is in accordance with addition to, and not in lieu of, any vesting described in Section 5 hereof3(a) above).

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance 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 Performance Units awarded under this Agreement, as calculated in accordance with Section 134, and his rights to such vested Performance Units shall become nonforfeitable as of the Restricted Stock Units under this RSU Award shall vest only (i) except last day of the Performance Period, subject to Section 6 below. [Except as provided in Section 3 hereof[3(b) or (c)] below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Goals are satisfied Period, any Performance Units awarded under this Agreement that do not vest, as provided calculated in Schedule Aaccordance with Section 4, shall be canceled immediately and shall not be payable to the Participant.] Prior to the payment of any Performance Units, the Committee shall certify in writing (iiwhich may be set forth in the minutes of a meeting of the Committee) except as otherwise provided in Sections 2(c), 2(dthe extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) or 3 hereof, if [In the event the Participant remains continuously employed by dies or becomes disabled (within the Company or a Subsidiary until meaning of Section 22(e) of the Code) before the end of the Performance Period. , the Participant shall vest in the Performance Units granted under Section 2 of this Agreement [(b) Except and, for the avoidance of doubt, no additional Performance Units in which the Participant may be entitled to vest in accordance with the Performance Criteria)] and his rights to such vested Performance Units shall become nonforfeitable as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretydate on which his employment is terminated.] (c) Upon (i) [In the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of event the Participant’s employment with the Company or any Subsidiaryof its Subsidiaries is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Performance Units have become vested under Section 3(a), the number of Restricted Stock Units, if any, payable under this RSU Award Participant shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of vest in the Performance Goals as determined Units granted under Section 1(b))2 of this Agreement [(and, multiplied by a fractionfor the avoidance of doubt, (A) the numerator of which shall be the number of days no additional Performance Units in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall may be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal entitled to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) the Performance Criteria)] and his rights to such vested Performance Units shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement become nonforfeitable as of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to on which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofhis employment is terminated.]

Vesting. (a) Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13herein, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, one-third of the RSUs (rounded down to the extent that nearest whole Share) shall become vested on the Performance Goals are satisfied as provided in Schedule Afirst anniversary of the Grant Date, and (ii) except as otherwise provided one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become vested on the third anniversary of the Grant Date, in Sections 2(cthe case of each of clauses (i), 2(d(ii) or 3 hereofand (iii), if subject to Participant not having incurred a Termination of Employment prior to the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodapplicable vesting date. (b) Except as otherwise provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment, any unvested RSUs shall be forfeited by Sections 2(c), 2(d) or 3 hereofParticipant without consideration therefor. Notwithstanding the foregoing, if the employment Participant incurs a Termination of the Participant Employment (i) as a result of termination by the Company or any Subsidiary terminates prior to its Affiliate without Cause on or after the end first anniversary of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without CauseGrant Date, or (ii) due to Participant’s death or Disability, in each case, any unvested RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the Disability or death next vesting date shall vest pro-rata as of the Participant during the Restriction Period and prior to any termination date of the Participant’s employment Termination of Employment, with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal RSUs vesting to be determined by multiplying the number of Restricted Stock Units unvested RSUs that otherwise would be paid, if any, following the Restriction Period (based have vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied next vesting date by a fraction, (A) the numerator of which shall be is the number of days in between the Restriction Period during which prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the Participant was continuously employed by the Company or a Subsidiary, date of Participant’s Termination of Employment and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedis 365. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed Participant’s continued employment by the Company or a Subsidiary until any of its Affiliates through December 31, [Year 3], (the end of “Specified Date”), the Performance PeriodBanked Units shall vest on the Specified Date. (b) Except as otherwise provided In the event the Participant’s employment terminates by Sections 2(c)reason of (i) Disability, 2(d(ii) death, (iii) Non-Approved Retirement, or 3 hereof, if the employment of the Participant (iv) by the Company or any Subsidiary terminates prior 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(g) will remain outstanding and will vest and be delivered to the end Participant, at the same time as delivery would have been made had the Participant not had a cessation of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyemployment. (c) Upon (i) In the Termination 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(h) will remain outstanding and will vest and be delivered to the Participant, at the same time as delivery would have been made had the Participant not had a cessation of employment. (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 CauseCause or by the Participant due to a resignation with Good Reason (as defined in Section 20), or (ii) the Disability or death any of the Participant during Participant’s then outstanding previously Banked Units and the Restriction Period and Target Units subject to Measurement Periods that have not concluded prior to any such termination, will vest immediately prior to such event and will be delivered to the Participant at the same time as delivery would have been made had the Participant not had a cessation of employment. For avoidance of doubt, this section will not apply if the Participant has satisfied the conditions for Approved or Non- Approved Retirement as of the date of his or her 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 or any Subsidiaryof its Affiliates, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units any Target Unit or Banked Unit that otherwise would be paid, if any, following the Restriction Period (based has not become vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of such cessation and any Unit that does not specifically remain outstanding pursuant to Section 3(b), 3(c) or 3(d) will then be forfeited immediately and automatically and the Participant’s retirementParticipant will have no further rights with respect thereto. Any portion -4- (f) The application of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.Sections 3(b)(iii), 3(b)(iv), 3(c), and 3

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13Except as otherwise provided in this Agreement, 100% of the Restricted Stock Units under this RSU granted pursuant to the Award shall vest only on [three years from grant date]. (b) Notwithstanding any other provision of this Agreement, none of the Restricted Stock Units granted pursuant to the Award shall vest if the Committee determines that the Company’s aggregate return to shareholders for the Performance Cycle, as measured by the Company’s Common Stock price, is not at least 35% of the performance of the ▇▇▇▇▇▇▇ 2000 Index for the applicable Performance Cycle. (c) Notwithstanding any other provision of this Agreement, if the Committee determines that the Company’s aggregate return to shareholders for the Performance Cycle is at least 35% of the performance of the ▇▇▇▇▇▇▇ 2000 Index for the Performance Cycle, a portion of the Restricted Stock Units granted pursuant to the Award shall not vest equal to (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and aggregate number of Restricted Stock Units reduced by (ii) the quotient of the aggregate number of Restricted Stock Units multiplied by the TDY Stock ▇▇▇▇▇-▇▇▇▇▇▇▇ 2000 Percentage (but not more than 100%) (any fractional share of Common Stock resulting from this clause (ii) calculation shall be rounded up to the next whole share). (d) Notwithstanding any other provision of this Agreement, if during the applicable Performance Cycle, (i) the Executive’s employment with the Employer terminates for any reason, whether the Executive’s employment is terminated by the Executive or the Employer, with or without just cause, except as otherwise provided in Sections 2(cParagraph 1.3(e), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) there occurs a material breach of this Agreement by the Disability Executive or death (iii) the Executive fails to meet the tax withholding obligations described in Paragraph 1.6, none of the Participant during unvested Restricted Stock Units granted under this Agreement shall vest. For clarity, for the Restriction Period and prior to any purposes of this Agreement, the date of such termination or cessation of the ParticipantExecutive’s employment with the Company or Employer shall be the date upon which the Executive’s employment actually ceased without regard to any Subsidiaryperiod of notice of termination of employment to which the Executive may be entitled. (e) If, during the applicable Performance Cycle, the number Executive’s employment with the Employer terminates due to the Executive’s death, disability (as determined in the sole discretion of the Committee) or retirement pursuant to the applicable retirement policy (if any) of the Employer or the Company (as applicable) prior to the expiration of the Performance Cycle, the Executive (or the Executive’s beneficiaries) shall continue to hold the Restricted Stock UnitsUnits through the expiration of the Performance Cycle. At that time, if any, payable under this RSU Award a portion of the Restricted Stock Units shall vest equal to (i) the number of Restricted Stock Units that would have otherwise would be paid, if any, following vested under Section 1.3 had the Restriction Period (based on Executive remained employed by the achievement Employer through the end of the Performance Goals as determined under Section 1(b)), Cycle multiplied by (ii) a fraction, (A) the numerator of which shall be is the number of days in the Restriction Period full months during which the Participant Executive was continuously employed by the Company or a Subsidiary, Employer from the beginning of the Performance Cycle until the date of the Executive’s termination of employment and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, is the total number of days months in the Restriction Period, or Performance Cycle (y) in all other cases, the total number any fractional share of days within the Restriction Period equal Common Stock resulting from this calculation shall be rounded up to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitednext whole share). (df) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements For purposes of this Section 2 have been satisfied 1.3 only, “Employer” shall be payable mean, in accordance with Section 5 addition to the subsidiary of the Company which employs Executive on the date hereof, the Company and any subsidiary of the Company.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, a. The Participant shall become vested in the Restricted Stock Units under this RSU Award shall vest only Units, in installments, on the dates indicated in the following table: Vesting Date Percentage of Vested Restricted Stock Units b. In the event of the Participant’s Termination (x) by the Company without Cause (other than as a result of death or disability) or (y) by the Participant for Good Reason: (i) except as provided if such Termination occurs within the twelve (12) month period following a Change in Section 3 hereofControl (a “CIC Period”), to then upon the extent that date of such Termination the Performance Goals are satisfied as provided Participant shall become one hundred percent (100%) vested in Schedule Athe Restricted Stock Units, and (ii) except as otherwise provided in Sections 2(c)if such termination occurs other than within a CIC Period, 2(d) or 3 hereof, if then upon the date of such Termination the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days become vested in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to that would have become vested had the satisfaction Participant remained employed for a period of twelve (12) month following the Performance Goals as provided in Schedule A. Any such action by date of Termination. c. In the Committee must be made in writing prior to the effective date event of the Participant’s retirement. Any Termination (i) due to the Participant's death or (ii) by the Company due to the Participant's Disability, the Participant shall become vested in the portion of the Restricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination. d. Except as otherwise provided in this RSU Award as to Agreement, upon the Participant’s Termination for any reason, the portion of the Restricted Stock Units in which the vesting requirements Participant has not become vested shall be cancelled, and forfeited by the Participant, without consideration. e. Notwithstanding any provision of this Section 2 have been satisfied Agreement to the contrary, upon the Participant’s Termination by the Company for Cause, the Restricted Stock Units, including any portion in which the Participant had previously become vested, shall be payable in accordance with Section 5 hereofcancelled, and forfeited by the Participant, without consideration.

Vesting. Except This RSU Award shall vest, as may otherwise be provided by Section 25follows: (a) Subject to compliance with Section 13On the third anniversary of the Date of Grant (the “Vesting Date”), the Restricted Stock Units under this RSU Award shall vest only (i) except as vest, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains must remain continuously employed by the Company or a Subsidiary until beginning on the end Date of Grant and ending on the Performance Period. (b) Vesting Date. Except as otherwise provided by Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if this continuous employment requirement is not satisfied, the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited forfeited. The three-year vesting period described to in its entiretythis Section 2(a) shall be referred to herein as the “Restriction Period.” (cb) Upon (i) the Termination of the Participant’s employment without CauseRetirement, or (ii) the Disability or death of the Participant, or upon the Early Retirement of the Participant at the Company’s request, in each case, during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, a portion of the number of Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), covered by this Agreement multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (dc) The Committee may, in its sole discretion, provide that, upon Upon the retirement Early Retirement of the Participant (as determined at the Participant’s request, the RSU Award shall immediately be forfeited, unless otherwise provided by the Committee in its sole discretion), all or part of the writing prior thereto. Any Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of associated with this RSU Award as to which the vesting requirements requirement of this Section 2 have has been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13the terms and conditions of this Agreement, the Restricted Stock Units PSUs shall be subject to a three-year performance period, consisting of the calendar years 20[18], 20[19] and 20[20] (the “Total Award Performance Period”), which is further subdivided into three annual performance periods, each of which are a single calendar year (each an “Annual Performance Period”). Except as otherwise provided below, following each Annual Performance Period, the number of PSUs earned shall be determined as provided in Appendix A (as determined under this RSU Award Appendix A, the “Earned PSUs”). Except as otherwise provided below, the number of Earned PSUs, if any, shall vest only become vested on the anniversary of the Date of Grant immediately following the last day of the Annual Performance Period with respect to which the Earned PSUs were earned (the “Vesting Date”) if the Participant’s employment or services with the Corporation and its Subsidiaries continues throughout the period beginning on the Date of Grant and ending on the Vesting Date. (b) In the event that Participant’s employment or services with the Corporation and its Subsidiaries is terminated (i) except by the Corporation or a Subsidiary without Cause, (ii) by Participant for Good Reason, (iii) by reason of Participant’s death or (iv) by the Corporation or a Subsidiary on account of Participant’s Disability, in each case at any time between the Date of Grant and the second anniversary of the effective date of the Reorganization (as provided defined in the Participant’s employment agreement with the Corporation, as amended), Participant shall be considered as remaining employed with the Corporation and its Subsidiaries throughout the period beginning on the Date of Grant and ending on the Vesting Date applicable to the third Annual Performance Period, for purposes of vesting in any Earned PSUs pursuant to Section 3 2(a) hereof, . (c) This Section 2(c) shall apply only to the extent the provisions of Section 2(b) are not applicable. In the event that Participant’s employment or services with the Corporation and its Subsidiaries is terminated (i) by the Corporation or a Subsidiary without Cause, (ii) by Participant for Good Reason, (iii) by reason of Participant’s death or (iv) by the Corporation or a Subsidiary on account of Participant’s Disability, and other than in connection with a Change in Control, Participant shall be considered as remaining employed with the Corporation and its Subsidiaries throughout the period beginning on the Date of Grant and ending on the one year anniversary of the date on which Participant’s employment or services with the Corporation and its Subsidiaries is terminated for a reason described in this Section 2(c), for purposes of vesting in any Earned PSUs pursuant to Section 2(a) hereof; provided that if Participant’s employment or services with the Corporation and its Subsidiaries is terminated by the Corporation or a Subsidiary without Cause or by Participant for Good Reason, Participant satisfies the Release Condition (as defined in Section 7.2(b) of the employment agreement between Participant and the Corporation, dated February 5, 2015, as amended). (d) If there is a termination of Participant’s employment or services with the Corporation and its Subsidiaries by the Corporation or a Subsidiary without Cause, as a result of Participant’s death or Disability, or by Participant for Good Reason either (i) within the six (6) month period prior to a Change in Control if it is reasonably demonstrated by Participant that such termination was requested by the third party that effectuates the Change in Control (and such transaction is actually consummated), or (ii) within the twelve (12) month period following such Change in Control (in either case of (i) or (ii) above, a “Qualifying Termination”), and the later of the Change in Control or such Qualifying Termination occurs on or before the Vesting Date of an Annual Performance Goals are satisfied Period, then the sum of the following amounts shall become fully vested upon the later of the Change in Control or such Qualifying Termination (the total Target PSUs that vest pursuant to this Section 2(d) shall be referred to as provided “Earned Target PSUs”): (A) the Target PSUs attributable to any Annual Performance Period with respect to which the later of the Change in Schedule Control or such Qualifying Termination occurs prior to the Vesting Date applicable to such Annual Performance Period, and (B) for each Annual Performance Period with respect to which the later of the Change in Control or such Qualifying Termination occurs on or after the Vesting Date applicable to such Annual Performance Period in which the Earned PSUs for such Annual Performance Period (as determined under Appendix A) were less than the Target PSUs attributable to such Annual Performance Period (as set forth on Appendix A) each a, “Previously Vested Below Target Annual Performance Period”), an amount equal to the Target PSUs attributable to such Previously Vested Below Target Annual Performance Period (as set forth on Appendix A), less the Earned PSUs for such Previously Vested Below Target Annual Performance Period (as determined under Appendix A). For the avoidance of doubt, (i) the provisions of Sections 2(b) or 2(c), as applicable, shall continue to apply in accordance with their terms up to and including the date on which a Change in Control occurs if there is a termination of Participant’s employment or services with the Corporation and its Subsidiaries by the Corporation or a Subsidiary without Cause, as a result of Participant’s death or Disability, or by Participant for Good Reason, in each case prior to a Change in Control occurring within the six (6) month period following such termination if it is reasonably demonstrated by Participant that such termination was requested by the third party that effectuates the Change in Control, and (ii) except if Participant becomes eligible to receive Earned Target PSUs pursuant to this Section 2(d), Participant shall not be eligible to earn any Earned PSUs determined as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if Appendix A with respect to any Annual Performance Period with respect to which the Participant remains continuously employed by the Company or a Subsidiary until the end later of the Change in Control or such Qualifying Termination occurs prior to the Vesting Date applicable to such Annual Performance Period. (be) Except as otherwise provided by Sections 2(c)For purposes of this Agreement, 2(d) or 3 hereof, if “Change in Control” shall mean the employment occurrence of any of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.following:

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed Participant’s continued employment by the Company or a Subsidiary until any of its Affiliates through December 31, [YEAR 3], (the end of “Specified Date”), the Performance PeriodBanked Units shall vest on the Specified Date. (b) Except as otherwise provided In the event the Participant’s employment terminates by Sections 2(c)reason of (i) Disability, 2(d(ii) death, (iii) Non-Approved Retirement, or 3 hereof, if the employment of the Participant (iv) by the Company or any Subsidiary terminates prior 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(g) will remain outstanding and will vest and be delivered to the end Participant, at the same time as delivery would have been made had the Participant not had a cessation of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyemployment. (c) Upon (i) In the Termination 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(h) will remain outstanding and will vest and be delivered to the Participant, at the same time as delivery would have been made had the Participant not had a cessation of employment. (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 CauseCause or by the Participant due to a resignation with Good Reason, or (ii) the Disability or death any of the Participant during Participant’s then outstanding previously Banked Units and the Restriction Period and Target Units subject to Measurement Periods that have not concluded prior to any such termination, will vest immediately prior to such event and will be delivered to the Participant at the same time as delivery would have been made had the Participant not had a cessation of employment. 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 or any Subsidiaryof its Affiliates, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units any Target Unit or Banked Unit that otherwise would be paid, if any, following the Restriction Period (based has not become vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of such cessation and any Unit that does not specifically remain outstanding pursuant to Section 3(b), 3(c) or 3(d) will then be forfeited immediately and automatically, and the Participant will have no further rights with respect thereto. (f) Solely 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 “continued employment” 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 retirementexecution 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. Any portion For avoidance of doubt, if this RSU Award 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 and the Participant will have no further rights with respect thereto. (h) Notwithstanding anything else herein to which the vesting requirements of this Section 2 contrary, if the Participant’s employment is terminated by the Company for Cause (or if the Participant resigns at a time that a Cause basis for termination exists), then the Participant will forfeit immediately and automatically all Units (whether or not otherwise earned) and will have been satisfied shall be payable in accordance with Section 5 hereofno further rights hereunder.

Vesting. Except as otherwise set forth (and subject to all of the other conditions and limitations contained) in this Section 1, this Option shall become exercisable (i.e., vest) with respect to a stated percentage or number of Option Shares on each of the dates set forth below (each a “Vesting Date”): (a) On the first yearly anniversary of the Grant Date, twenty-five percent (25%) of the Option Shares, or _________ Option Shares; and DMEAST #39311155 v2 (b) On the day of the month corresponding to the Grant Date (i.e., on the 10th day (or if there is no day, the next day)) and for each of the Thirty Six (36) successive calendar months following the first anniversary of the Grant Date, an additional 2.08333% of the number of Option Shares (with the number of Option Shares rounded up or down as the Company shall determine), until the fourth anniversary of the Grant Date, when this Option will be fully vested for all ten thousand (___________) Option Shares; provided, however, that any vesting otherwise provided for hereinabove will in any event be further subject to: (c) Optionee’s Continuous Service through each such Vesting Date; and (d) satisfaction of the two (2) Company-based performance milestones (the “Milestones”) described on Schedule A attached to this Option, except that in the event of the failure to meet only one of the two Milestones in a timely manner, but the other is met in a timely manner, then the condition to vesting under this clause (d) will be deemed satisfied with respect to fifty percent (50%) of the Option Shares (the effect being that instead of this Option terminating, it shall remain in effect, subject however to all other terms and conditions hereof, including time based vesting requirements, in respect of fifty percent (50%) of the Option Shares and will immediately terminate with respect to the remain fifty percent (50%) of the Option Shares. Except as may otherwise be expressly provided by Section 25: (a) Subject herein, there shall be no proportionate or partial vesting during periods prior to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule Aeach Vesting Date, and (ii) except as otherwise provided in Sections 2(c), 2(d) all vesting shall occur only on the appropriate Vesting Date. Without limiting any other terms hereof or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as Plan otherwise provided by Sections 2(c)providing for termination of this Option in whole or in part, 2(d) or 3 hereof, if the employment any unvested portion of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award Option shall terminate and be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period null and prior to any void upon termination of the ParticipantOptionee’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a SubsidiaryContinuous Service, and (B) the denominator of which this Option shall terminate and be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment null and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, void upon the retirement of the Participant (as determined by the Committee failure for any reason to satisfy both Milestones in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofa timely manner.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance the terms of the Plan and this Agreement, a number of RSUs (if any) with Section 13, respect to the Restricted Stock Units under this RSU Target Award shall vest only become vested on the last day of the Performance Period (the “Vesting Date”) upon (i) except as provided the achievement of the applicable “Vesting Percentage” for the “Performance Period” in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule Aaccordance with Appendix A hereto, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by Participant’s continued employment with the Company or a Subsidiary until through the end last day of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if In the employment event of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any a termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement as a result of the Performance Goals Participant’s death or Disability (as determined under Section 1(b)defined in the Employment Agreement), multiplied a pro rata portion of the Participant’s unvested RSUs shall automatically vest, determined by multiplying the Target Award by a fraction, (A) the numerator of which shall be is the number of days in whole months elapsed from the Restriction Period during which Grant Date until the Participant was continuously employed by the Company or a Subsidiarydate of such termination, and (B) the denominator of which shall be (x) if is the Participant was employed by number of full months from the Company or a Subsidiary on Grant Date through the first day expiration of the Restriction Performance Period, and the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day remainder of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) RSUs shall immediately be forfeited. (dc) The Committee may, in its sole discretion, provide that, upon In the retirement event of a termination of the Participant (as determined Participant’s employment by the Committee Company without Cause or by the Participant for Good Reason (each as defined in its sole discretionthe Employment Agreement), all or part unvested RSUs granted hereunder (determined at the Target Award level) shall automatically vest as of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion termination of this RSU Award as to which employment, and the vesting requirements remainder of this Section 2 have been satisfied such RSUs shall be payable forfeited, provided, however, that the Participant has timely executed, and not revoked, a fully effective release of claims in accordance with the terms of the Employment Agreement. (d) Except as provided in Section 5 hereof2(b) or 2(c), there shall be no proportionate or partial vesting in the periods prior to the applicable Vesting Date and all vesting shall occur only on the appropriate Vesting Date.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject A. The Participant shall have a non-forfeitable right to compliance with Section 13a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) herein or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion). No portion of any Award shall become vested on the vesting date unless the Participant is then, all and since the Grant Date has continuously been, employed by or part in the service of the Restricted Stock Units covered Company or any Affiliate. If the Participant ceases to be employed by this RSU or in the service of the Company and its Affiliates for any reason, any then-outstanding and unvested portion of the Award shall be payable under automatically and immediately forfeited and terminated, except as otherwise provided in this RSU Award, subject to Agreement and the satisfaction Plan. B. The Award will become vested in three equal installments on each of the Performance Goals first, second and third anniversaries of the Grant Date (the “Vesting Period”). C. Except as otherwise provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date Plan, upon termination of the Participant’s retirement. Any employment or service with the Company and its Affiliates for any reason, any portion of this RSU the Award that is not then vested will promptly terminate, except as follows: (i) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment or service on account of death or Disability will, to the extent not vested previously, become fully vested upon the Participant’s death or Disability; and (ii) any portion of the Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested upon the Participant’s Retirement as to which fifty percent (50%) of the vesting requirements number of shares covered by such unvested portion and as to an additional ten percent (10%) of the number of shares covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested portion of the Award; provided that, notwithstanding the foregoing and Section 9.G.(2) of the Plan, in the event that the Participant’s Retirement occurs in the same calendar year as the Grant Date, this Section 2 2.C.(ii) shall apply only to the unvested portion of the Award that would have been satisfied vested on the first anniversary of the Grant Date had the Participant remained employed by the Company or an Affiliate through such date. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to any termination For Cause or any termination for insufficient performance, as determined by the Company. 280317_2 1 [[DMS:6398817v4:07/01/2024--12:10 PM]] D. Notwithstanding anything herein to the contrary, any portion of the Award held by a Participant or a Participant’s permitted transferee immediately prior to the cessation of the Participant’s employment or service For Cause shall be payable in accordance with Section 5 hereofterminate at the commencement of business on the date of such termination.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award The RSUs shall vest only become vested as follows: (i) except as provided in Section 3 hereof, to 33.3% of the extent that RSUs shall vest on the Performance Goals are satisfied as provided in Schedule A, and first anniversary of the Date of Grant; (ii) except as otherwise 33.3% of the RSUs shall vest on the second anniversary of the Date of Grant; and (iii) 33.4% of the RSUs shall vest on the third anniversary of the Date of Grant (each a “Vesting Date”); provided in Sections 2(c), 2(d) or 3 hereof, if that the Participant remains continuously employed by in continuous employment with the Company or its Affiliates through, and has not given or received a Subsidiary until notice of termination of such employment as of, the end of the Performance Periodapplicable Vesting Date. (b) Except as otherwise provided by Sections set forth in Section 2(c), 2(d) or 3 hereofbelow, if the Participant’s employment is terminated for any reason, (i) this RSU Award Agreement shall terminate and all rights of the Participant by the Company or any Subsidiary terminates prior with respect to the end RSUs that have not vested as of the Restriction Perioddate of termination shall immediately terminate, this RSU Award (ii) any such unvested RSUs shall be immediately 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 its entiretysuch unvested RSUs. (c) Upon If the Participant’s employment is terminated either (x) by the Company without Cause or (y) due to the Participant’s death or Disability, and provided in each case that the Participant (or the Participant’s estate, if applicable) executes and delivers to the Company (and does not revoke) a general release of claims in a form satisfactory to the Company within sixty (60) days following such termination (or such shorter period as may be specified by the Company in accordance with applicable law): (i) the Termination portion of the Participant’s RSUs that are scheduled to vest on the next applicable Vesting Date shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment without Causein accordance with Section 3 below, or but in no event later than March 15 of the year following the year in which such date of termination occurs, (ii) the Disability or death this RSU Award Agreement shall terminate and all rights of the Participant during with respect to the Restriction Period and prior to any termination portion of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock UnitsRSUs, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement have not vested as of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator date of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest termination in accordance with this Section 2(c) shall immediately terminate, (iii) any such unvested RSUs shall be forfeited. forfeited without payment of any consideration, and (div) The Committee may, in its sole discretion, provide that, upon the retirement of neither the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date nor any of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 successors, heirs, assigns, or personal representatives shall thereafter have been satisfied shall be payable any further rights or interests in accordance with Section 5 hereofsuch unvested RSUs.

Vesting. Except as may otherwise (i) The Restricted Stock will become vested and cease to be Restricted Stock, and accordingly, the restrictions contained in Sections 2, 3(a) and 3(b) will no longer apply (but the Shares will remain subject to Section 5) on _____________ (the “Vesting Date”); provided by Section 25:that the Participant is continuously providing services to the Company or an Affiliate from the Grant Date through the Vesting Date. (aii) Subject to compliance with Notwithstanding Section 133(c)(i), the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, will become vested and cease to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates be Restricted Stock prior to the end of Vesting Date upon the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination date of the Participant’s employment without Causedeath or Termination due to Disability, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the consummation of a Control in Change, provided in all events that the Participant is continuously providing services to the Company or an Affiliate from the Grant Date through the applicable vesting date. (iii) There will be no proportionate or partial vesting in the periods prior to any vesting date and, subject to Sections 3(c)(i) and 3(c)(ii), as applicable, all vesting pursuant to Sections 3(c)(i) and 3(c)(ii) will occur only on the appropriate vesting date subject to the Participant’s retirement. Any portion continuously providing services to the Company or an Affiliate from the Grant Date through such date. (iv) When any Shares of this RSU Award as to which Restricted Stock become vested, the Company will within thirty (30) days of the vesting requirements date issue and deliver, unless the Company is using a book entry or similar method pursuant to Section 8, in which case the Company will upon the Participant’s request promptly issue and deliver, to the Participant a new stock certificate registered in the name of this the Participant for such Shares without the legend set forth in Section 2 have been satisfied shall be payable 4(a) hereof and deliver to the Participant such Shares and any related other RS Property (all of which is included in accordance with Section 5 hereofthe term Restricted Stock), in each case free of all liens, claims and other encumbrances (other than those created by the Participant), subject to applicable withholding taxes.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, The Participant shall become vested in the Restricted Stock Units under this RSU Award shall vest only Units, in installments, on the dates indicated in the following table: Vesting Date Percentage of Vested Restricted Stock Units (b) [In the event of the Participant’s Termination (x) by the Company without Cause (other than as a result of death or disability) or (y) by the Participant for Good Reason: (i) except as provided if such Termination occurs within the twelve (12) month period following a Change in Section 3 hereofControl (a “CIC Period”), to then upon the extent that date of such Termination the Performance Goals are satisfied as provided Participant shall become one hundred percent (100%) vested in Schedule Athe Restricted Stock Units, and (ii) except as otherwise provided in Sections 2(c)if such termination occurs other than within a CIC Period, 2(d) or 3 hereof, if then upon the date of such Termination the Participant remains continuously shall become vested in the portion of the Restricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination.]1//[In the event of the Participant’s Termination by the Company without Cause (other than as a result of death or disability) within the twelve (12) month period following a Subsidiary until Change in Control, the end Participant shall become one hundred percent (100%) vested in the Restricted Stock Units upon the date of such Termination.]2 (c) [In the event of the Performance Period.Participant’s Termination (i) due to the Participant's death or (ii) by the Company due to the Participant's Disability, the Participant shall become vested in the portion of the Restricted Stock Units that would have become vested had the Participant remained employed for a period of twelve (12) month following the date of Termination.]3 (bd) Except as otherwise provided by Sections 2(c)in this Agreement, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of upon the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to Termination for any termination of the Participant’s employment with the Company or any Subsidiaryreason, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award in which the Participant has not become vested shall be payable under cancelled, and forfeited by the Participant, without consideration. (e) Notwithstanding any provision of this RSU Award, subject Agreement to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of contrary, upon the Participant’s retirement. Any Termination by the Company for Cause, the Restricted Stock Units, including any portion of this RSU Award as to in which the vesting requirements of this Section 2 have been satisfied Participant had previously become vested, shall be payable in accordance with Section 5 hereofcancelled, and forfeited by the Participant, without consideration.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the The Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant Participant, during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to this RSU Award shall vest, as follows: (a) On , 2018 (the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c“Vesting Date”), 2(d) or 3 hereofthis RSU Award shall vest in full, if provided that the Participant remains continuously employed by the Company or a Subsidiary until beginning on the end Date of Grant and ending on the Performance Period. (b) Vesting Date. Except as otherwise provided by Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction PeriodVesting Date, this RSU Award shall be immediately forfeited in its entirety. The period beginning on the Date of Grant and ending on the Vesting Date shall be referred to herein as the “Restriction Period.” (cb) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the death or Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, a portion of the number of Restricted Stock Units, if any, payable under this RSU Award shall vest, which portion shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), covered by this Agreement multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (dc) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. vest. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of Restricted Stock Units associated with this RSU Award as to which the vesting requirements requirement of this Section 2 have has been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. (a) Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13herein, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, one-third of the RSUs (rounded down to the extent that nearest whole Share) shall become vested on the Performance Goals are satisfied as provided in Schedule Afirst anniversary of the Grant Date, and (ii) except as otherwise provided one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become vested on the third anniversary of the Grant Date, in Sections 2(cthe case of each of clauses (i), 2(d(ii) or 3 hereofand (iii), if subject to Participant not having incurred a Termination of Service prior to the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodapplicable vesting date. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofin the immediately following sentence, if Participant incurs a Termination of Service, any unvested RSUs shall be forfeited by Participant without consideration therefor. Notwithstanding the employment foregoing, if Participant incurs a Termination of the Participant Service (i) as a result of termination by the Company or any Subsidiary terminates prior to its Affiliate without Cause on or after the end first anniversary of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without CauseGrant Date, or (ii) due to Participant’s death or Disability, in each case, any unvested RSUs that are outstanding immediately prior to such Termination of Service and that would have vested on the Disability or death next vesting date shall vest pro-rata as of the Participant during the Restriction Period and prior to any termination date of the Participant’s employment Termination of Service, with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal RSUs vesting to be determined by multiplying the number of Restricted Stock Units unvested RSUs that otherwise would be paid, if any, following the Restriction Period (based have vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied next vesting date by a fraction, (A) the numerator of which shall be is the number of days in between the Restriction Period during which prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Service) and the Participant was continuously employed by the Company or a Subsidiary, date of Participant’s Termination of Service and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedis 365. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided herein or in Sections 2(c), 2(d) or 3 hereofthe Plan, if the Participant remains continuously employed by the Company through the applicable vesting date, the Restricted Share Units will vest in accordance with the following schedule: [Vesting date] [Number or a Subsidiary until % of shares that vest on the end vesting date] [Vesting date] [Number or % of shares that vest on the Performance Period.vesting date] [Vesting date] [Number or % of shares that vest on the vesting date] (b) Except as otherwise provided by Sections 2(c)In the event that the Participant dies or terminates employment on account of Disability at any time after grant, 2(d) or 3 hereof, if the employment all of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award then-unvested Restricted Share Units shall be immediately forfeited in its entiretyfully vest. (c) Upon (i) In the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of event the Participant’s employment with the Company or any Subsidiarysuccessor to the Company is terminated without Cause, or the number of Participant terminates his or her employment for Good Reason, within twelve months after a Change in Control (and before the Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Share Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined have become vested under Section 1(b3(a) or (b)), multiplied by a fraction, (A) the numerator Participant shall vest in all of which the Restricted Share Units granted under Section 2 of this Agreement and the Participant’s rights to such Restricted Share Units shall be become non-forfeitable as of the number of days in the Restriction Period during date on which the Participant was continuously employed by Participant’s employment with the Company or a Subsidiary, and (B) its successor is terminated. In the denominator of which shall be (x) if the Participant was employed event that this Award is not assumed by the Company or Acquiror in connection with a Subsidiary on the first day Change in Control, all of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal Restricted Share Units shall vest immediately prior to the Change in Control and shall settle immediately following the Change in Control (notwithstanding the longer period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest for settlement provided in accordance with this Section 2(c) shall immediately be forfeited4 below). (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals Except as provided in Schedule A. Any such action Section 3(b) or (c) above or as otherwise provided in any written agreement by and between the Committee must be made in writing Company and the Participant, if the Participant’s employment with the Company terminates for any reason prior to the effective date expiration of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied Vesting Period, all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable in accordance with Section 5 hereofto the Participant.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Except as otherwise provided in Section 133, provided Participant remains an employee of the Company or an Affiliate through the Vesting Date (as defined herein), and the Company satisfies the applicable performance target set forth in Section 2(b) as determined by the Committee as soon as practicable on or before ________ __, _____ (the date of such determination, the “Vesting Date”), the Restricted Stock Units under will vest in accordance with Section 2(b). The period during which the restrictions in this RSU Award shall vest only (i) except Agreement apply, which is the Date of Grant through the Vesting Date, is referred to as provided the “Restricted Period”. Once vested, the Restricted Stock Units become “Vested Units” and shares of Company Stock representing the Vested Units will be issued in accordance with the settlement procedures set forth in Section 3 hereof, to 6. To the extent that Participant’s vested percentage of Restricted Stock Units exceeds 100%, any additional shares of Company Stock to which Participant is entitled in accordance with Section 2(b) will be issued to Participant on the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance PeriodVesting Date. (b) Except The Restricted Stock Units shall become Vested Units, subject to the provisions of this Award Agreement relating to continued employment, in accordance with the table immediately below on the date the Committee determines ____________________ (“_____”) for the Company, and the _____ rank, expressed as otherwise provided a percentile, based on Company _____ versus _____ of peers selected by Sections 2(cthe Committee (“_____ Rank”), 2(d) or 3 hereoffor the period from ________ __, if _____, through ________ __, _____ (the employment “Performance Period”). Any Restricted Stock Units outstanding on the Vesting Date that do not become Vested Units on the Vesting Date will immediately be forfeited. *The applicable Number of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award Vested Units and Payout Percentage shall be immediately forfeited in its entiretydetermined using straight-line interpolation of (i) Payout Percentages between _____ and _____, for _____ Rank between _____ percentile and _____ percentile; and (ii) Payout Percentages between _____ and _____ for _____ Rank between _____ percentile and _____ percentile. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part vesting of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, is subject to the satisfaction determination of the Performance Goals as provided Committee, in Schedule A. Any such action by its discretion, that the Committee must be made in writing prior to Company has satisfied the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofapplicable performance target.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject The Participant's right to compliance with Section 13the Performance Shares shall vest on the first to occur (the date of the first to occur, the Restricted Stock Units under this RSU Award shall vest only "Vesting Date") of (i) except as provided in Section 3 hereofDecember 31, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof2006, if the Participant remains continuously employed by the Company or any of its Affiliates on such day, (ii) a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofChange in Control, if the employment of the Participant remains employed by the Company and its Affiliates on the date of such Change in Control or any Subsidiary (iii) a termination of the Participant's employment with the Company and its Affiliates during the Performance Period due to the Participant's death or Disability (as defined in the Employment Agreement dated November 3, 2003 between the Company and the Participant, as it may be amended from time to time (the "Employment Agreement")); provided, however, that in the event that (x) the Participant's employment with the Company and its Affiliates terminates on the date of or subsequent to a Change of Control but prior to the end of the Restriction PeriodPerformance Period or (y) the Participant's employment with the Company and its Affiliates terminates during the Performance Period due to the Participant's death or Disability, this RSU Award the Participant's vesting shall be immediately forfeited in the right to receive a prorated award of Performance Shares in accordance with Section 4(c). (b) If the Participant's employment with the Company and its Affiliates terminates prior to the occurrence of a Vesting Date, the Participant shall have no right to any Performance Shares (unless the Committee, in its entiretysole discretion, decides to award the Participant a pro rata or other portion of Performance Shares). (c) Upon If (i) the Termination Participant's employment with the Company and its Affiliates terminates on the date of or subsequent to a Change in Control but prior to the end of the Participant’s employment without Cause, Performance Period or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s 's employment with the Company and its Affiliates terminates during the Performance Period due to the Participant's death or any SubsidiaryDisability, the Participant shall receive, at the time set forth in Section 5, a number of Performance Shares equal to the product of (x) the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period Performance Shares earned times (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by y) a fraction, (A) the numerator of which shall be is the number of days in the Restriction Performance Period during which that elapsed through the Participant was continuously employed by date of the Participant's termination of employment with the Company or a Subsidiaryand its Affiliates, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedis 1096. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (ito the extent that the Performance Goals described in Section 1(b) are satisfied, except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied and, except as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(cSection 2(b), 2(d2(c) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.. Subject to all of the foregoing: (ba) Except as otherwise provided by Sections 2(c2(b), 2(d2(c) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (cb) Upon (i) the Termination of the Participant’s employment without CauseRetirement, or (ii) the Disability or death of the Participant, or upon the Early Retirement of the Participant at the Company’s request, in each case, during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c2(b) shall immediately be forfeited. (dc) The Committee may, in its sole discretion, provide that, upon Upon the retirement Early Retirement of the Participant (as determined at the Participant’s request, the RSU Award shall immediately be forfeited, unless otherwise provided by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirementthereto. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except 3.1 The Grantee shall have no vested right in any Performance Shares for any Performance Period unless (i) the Grantee retains his or her Continuous Status as may otherwise a Participant from the first day through the last day of such Performance Period and (ii) the Committee certifies the Achievement Level for such Performance Period. The achievement of the Achievement Level, as evidenced by such certification by the Committee, shall be provided construed by all parties as a condition related to the purpose of the compensation for purposes of Section 25409A of the Code. Subject to the provisions set forth herein, for 3.2 The foregoing vesting schedule notwithstanding: (a) Subject to compliance with Section 13Upon the termination of the Grantee’s employment by the Company without Cause or if the Grantee’s employment by the Company is terminated by the Grantee for Good Reason, the Restricted Stock Units under this RSU Award shall vest only then (i) except if applicable, for purposes of Section 3.1(i) of this Agreement, the Grantee shall be deemed employed by the Company through the last day of any Severance Period which shall be deemed the last day of the Grantee’s Continuous Status as provided a Participant, and (ii) for the Fiscal Year in Section 3 hereofwhich such termination occurs (as determined in accordance with the preceding clause (i)), the Grantee shall be entitled to issuance of a number of Target Shares equal to the product obtained by multiplying the number of Target Shares which the Grantee would have received hereunder, if any, subject to and based upon the Achievement Level for such Fiscal Year, but for the termination of his or her employment, multiplied by a fraction, the numerator is which the number of days the Grantee is employed (or deemed employed as aforesaid) by the Company during such Fiscal Year and the denominator of which is 365, and (iii) all other unvested Target Shares hereunder shall be deemed terminated and forfeited. For the avoidance of doubt, for purposes of this clause (a), to the extent the first day of a Severance Period is in one Fiscal Year and the last day of such Severance Period is in the following Fiscal Year, the Grantee shall be deemed employed (1) during the entirety of such first Fiscal Year and (2) for that portion of the following Fiscal Year which corresponds to the Severance Period applicable thereto. (b) Upon termination of employment as the result of the death or Disability of the Grantee, then, for the Fiscal Year in which such termination occurs and each Fiscal Year thereafter during each Performance Period, the heirs or estate of the deceased Grantee or the Disabled Grantee shall be entitled to issuance of a number of Target Shares equal to the number of Target Shares which the Grantee would have received hereunder, if any, subject to and based upon the Achievement Level for such Fiscal Year, but for the termination of his or her employment. (c) Notwithstanding the provisions of Sections 3.2(a) or (b), upon the occurrence of a Change in Control during any Annual Performance Period, the effective date of the Change in Control shall be deemed the last day of the Annual Performance Period and Cumulative Performance Period for the Fiscal Year in which the Change in Control occurs and for each Fiscal Year thereafter, and (i) the Grantee shall be deemed vested in and entitled to issuance of a number of Target Shares equal to the number of Target Shares which the Grantee would have received hereunder, if any, subject to and based upon the Achievement Level for such Fiscal Year(s) assuming that the effective date of the Change in Control is the last day of the Annual Performance Goals are satisfied Period and Cumulative Performance Period for the Fiscal Year in which the Change in Control occurs and for each Fiscal Year thereafter, such vesting to be deemed to have occurred at such time as provided may be necessary or required in Schedule Aorder for the Grantee to be deemed the lawful owner and holder of record as of the effective date and time of the Change in Control, and (ii) except as otherwise provided set forth in Sections 2(c)the preceding clause, 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end all other unvested Performance Shares hereunder shall be deemed terminated as of the Performance Periodeffective date and time of the Change in Control. (b) Except 3.3 The Committee shall determine and certify the Achievement Level for each Performance Period as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if soon as administratively practicable following the employment last day of each Performance Period and such determination shall be final and binding on all parties and shall be deemed effective as of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, day following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction applicable Performance Period. The remaining portion of this RSU Award that does Subject to the vesting conditions set forth herein, the Company shall, not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon later than the retirement last day of the Participant (as determined by Fiscal Year following the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.applicable

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock All Phantom Units under this RSU Award shall vest only (i) except as provided in Section 3 hereofon April 1, to the extent that the Performance Goals are satisfied as provided in Schedule A2011; provided, and (ii) however, that, except as otherwise provided set forth in Sections 2(cthis Section 2, the Executive is continuously in Employment or Board Service at all times between April 1, 2008 and April 1, 2011 (inclusive), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided Upon death or Disability during Employment or Board Service, involuntary termination without Cause, or Retirement, the Executive shall become vested in a reduced number of Phantom Units, which shall be calculated by Sections 2(c)multiplying the number of Phantom Units awarded under this Award Agreement by a fraction, 2(d) or 3 hereofthe numerator of which is the number of calendar days that have elapsed from the Grant Date through the date of such event and the denominator of which is 1095; provided, however, that if the employment Executive dies or becomes Disabled while engaged in Board Service that commenced immediately following Retirement, then the numerator of such fraction shall be increased by the number of calendar days that have elapsed from the date immediately after Retirement to the date that he ceases to perform Board Service as a result of death or Disability. Any Phantom Units in excess of such number shall remain unvested and shall be forfeited as of the Participant by the Company or any Subsidiary terminates prior to the end date of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretysuch event. (c) Upon (i) Notwithstanding any provision in this Award Agreement to the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiarycontrary, the number of Restricted Stock Units, if any, payable Executive shall become fully vested in all outstanding Phantom Units granted under this RSU Award shall equal Agreement upon the number occurrence of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement a Change of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator Control or an IPO of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedNAG. (d) The Committee may, in its sole discretion, provide that, upon Upon the retirement exercise of a put option with regard to all or some of the Units that the Participant has obtained as set forth in the Equity Purchase Agreement, the Participant shall forfeit an equivalent number of any unvested Phantom Units. (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the e) No vesting requirements of this Section 2 have been satisfied shall be apply to any dividend equivalents payable in accordance with Section 5 hereof3(c) of this Award Agreement.

Vesting. Except as may otherwise be specifically provided by Section 25: (a) Subject in this Agreement and subject to compliance with Section 13certain restrictions and conditions set forth in the Plan, the Restricted Stock Units under this RSU Award Awarded Shares shall vest only as follows: • The Awarded Shares (iother than the Premium Shares) except as shall ▇▇▇▇▇ ▇▇▇▇ on January 1, ___, provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end is an Employee of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on that date; and • The Premium Shares shall ▇▇▇▇▇ ▇▇▇▇ on January 1, ___, provided that the first day Participant is an Employee of the Restriction Period, Company or a Subsidiary on that date. All Awarded Shares (including the total number Premium Shares) not previously vested shall immediately become fully vested upon (i) the Participant’s death; (ii) the Participant’s Termination of days Service due to Total and Permanent Disability; (iii) involuntary Termination of Service by the Company without “Cause” (as such term is defined in the Restriction PeriodParticipant’s Employment Agreement); (iv) voluntary Termination of Service by the Participant for “Good Reason” (as such term is defined in the Participant’s Employment Agreement); (v) the occurrence of a Change in Control, if and to the extent that this Award is not continued, assumed or converted into a replacement award or awards in connection with such Change in Control; or (yvi) as specifically provided in all other cases, the total number Participant’s Employment Agreement. In the event that the Participant’s Termination of days within Service is due to Retirement and the Restriction Period equal to Participant has provided the period of time beginning on the first day of such continuous employment and ending on the last day Company with at least twelve months’ advance written notice of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. Participant’s Retirement date (d) The Committee may, in its sole discretion, provide that, upon unless the retirement of the Participant (as determined notice period is waived by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided ) and has remained in Schedule A. Any such action by the Committee must be made employment in writing prior to the effective date of good standing until the Participant’s retirementRetirement date, then on the Participant’s Retirement date, a pro-rata portion of the Awarded Shares (including the Premium Shares) shall vest and become nonforfeitable, calculated by (A) multiplying the number of Awarded Shares by a fraction, the numerator of which is the number of pay periods from the Date of Grant through the date of Termination of Service (rounding any partial pay period to the next whole pay period) and the denominator of which is 24, and (B) multiplying the number of Premium Shares by a fraction, the numerator of which is the number of pay periods from the Date of Grant through the date of Termination of Service (rounding any partial pay period to the next whole pay period) and the denominator of which is 48. Any Awarded Shares that were unvested at the date of Termination of Service and that exceed the pro-rata portion of the Awarded Shares that become vested and nonforfeitable under this RSU Award as to which the vesting requirements of this Section 2 have been satisfied paragraph shall be payable forfeited. The Participant shall be fully vested in accordance any dividends or distributions with Section 5 hereofrespect to the Participant’s Awarded Shares (including the Premium Shares).

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part discretion (subject to Section 23 of the Restricted Stock Units Plan) or as otherwise provided in this Section 3 or Section 9, the vesting of the PSs covered by this RSU Award hereby shall be payable under this RSU Award, subject to (i) the satisfaction achievement of the performance goals as set forth in the Award Summary (the “Performance Goals”) as determined by the Committee and (ii) the Employee’s continued employment with the Company or a subsidiary or affiliate through the vesting date indicated on the Award Summary (the “Vesting Date”). In the event the achievement of the Performance Goals is “below threshold” level, then all of the PSs will be forfeited; in the event that achievement of the Performance Goals is between “threshold” and “target” level, then no less than 25% and no more than 50% of PSs will vest; and in the event achievement of the Performance Goals is between “target” and “maximum” level, then no less than 50% and no more than 100% of the PSs will vest, in each case as provided set forth in Schedule A. Any such action by the Committee must be made Award Summary and subject to the Employee’s continued employment through the Vesting Date as described in writing clause (ii) of the immediately preceding sentence. Upon the occurrence of an event constituting a Change in Control prior to the effective date Vesting Date, notwithstanding anything to the contrary in Section 22(b) of the Participant’s retirement. Any portion Plan, 50% of this RSU Award as PSs outstanding (the “Target PSs”), and any dividend equivalents with respect thereto, shall no longer be subject to which the Performance Goals but shall remain outstanding, and thereafter the vesting requirements of this Section 2 have been satisfied such Target PSs, and any dividend equivalents with respect thereto, shall be payable subject to the Employee’s continued employment with the Company or a subsidiary or an affiliate through the Vesting Date, and the remaining 50% of PSs shall be forfeited; provided that, in accordance the event of the Employee’s termination of employment following such Change in Control and prior to the Vesting Date, the Target PSs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 5 hereof9. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.