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 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(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 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 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. 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. 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 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. 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) 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. 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. 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. (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 its Affiliate without Cause on or after the first anniversary of the Grant Date, then any Subsidiary terminates unvested RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the end next vesting date shall vest pro-rata as of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the date of Participant’s Termination of Employment, with the number of RSUs vesting to be determined by multiplying the number of unvested RSUs that would have vested on the next vesting date by a fraction, the numerator of which is the number of days between the prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s employment without Cause, Termination of Employment) and the date of Participant’s Termination of Employment and the denominator of which is 365; or (ii) the Disability due to Participant’s death or death Disability, then any unvested RSUs shall accelerate and vest in full as 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 Termination of this RSU Award Employment and be paid out as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofsoon as is administratively practicable.

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 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) 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. 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 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 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 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. 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 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 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. 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 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 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. (a) Except as may be otherwise be provided by in Section 25: (a) Subject to compliance with 3 or Section 136 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units under shall be determined in accordance with this RSU Award Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall vest be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon a comparison of the Company’s total shareholder return, as defined below (“TSR”), to the TSR of each company (other than the Company) that comprises the S&P Supercomposite Technology Hardware and Equipment Index (the “Index”) during the period beginning September 1, 2018 and ending on August 31, 2021 (the “Performance Period”), provided that only the companies that comprise the Index as of the first day of the Performance Period shall be considered and any such company shall be deemed to have a TSR of negative 100 percent upon (i) except as provided in Section 3 hereofthe institution by or against such company of an insolvency, to receivership or bankruptcy proceeding under the extent that the Performance Goals are satisfied as provided in Schedule AUnited States Bankruptcy Code, and 11 U.S.C. §§ 101-1532, or foreign insolvency regime, (ii) except as otherwise provided in Sections 2(c)such company making an assignment for the benefit of creditors, 2(dor (iii) such company’s dissolution or 3 hereof, if ceasing to do business. The TSR for the Participant remains continuously employed by the Company or a Subsidiary until Performance Period shall be measured at the end of the Performance Period.. [ ] (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment The portion of the Participant by Grantee’s rights and interest in 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 that becomes vested and nonforfeitable on the Determination Date (as defined below) shall equal be determined in accordance with the following schedule, using linear interpolation, as determined by the Compensation Committee of the Board (the “Committee”): [ ] No fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 200 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the determination that otherwise would be paid, if any, following the Restriction Period (based on corresponding Performance Goal and all other conditions for the achievement vesting of the Performance Goals Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as determined under Section 1(b))an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, multiplied by a fraction, (A) the numerator of which as defined herein. This determination shall be the number of made within ninety (90) 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 after the last day of the Restriction PeriodPerformance Period (“Determination Date”). The remaining portion Committee shall make this determination, provided that, for any Grantee who is not an “officer” of this RSU Award that does the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). The Committee’s or such Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its sole discretion, provide thatreduce the amount of compensation otherwise to be paid or earned in connection with this award, upon notwithstanding the retirement level of achievement of the Participant (as determined Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Committee in its sole discretion)Company, all or part any other circumstance or event, including any circumstance or event outside the control of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU AwardGrantee, subject adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents 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 hereofGoal.

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 Shares (iand any related Dividend Equivalent Units) except as provided in Section 3 hereof, to 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 Aaccordance with the provisions of Section 3 below and subject to the provisions of subsection (b) below. Prior to the Vesting Date, the Shares (and (iiany related Dividend Equivalent Units) 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. Prior to the end Vesting Date, the Award shall not be earned by Participant’s performance of services and there shall be no such vesting of the Performance PeriodAward. Subject to the terms of the Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. Participant acknowledges that the opportunity to obtain the Shares represents valuable consideration, regardless of whether the Shares actually vest. (b) Except as otherwise provided by Sections 2(c), 2(dThe maximum number of Shares (including any related Dividend Equivalent Units) or that may vest and be paid out on the Vesting Date pursuant to Section 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 Agreement shall be immediately forfeited in its entirety.limited to a Fair Market Value of Shares on the Vesting Date not to exceed: (c) Upon (i) one-half of one percent (or, one and one-half percent if Participant is the Termination Chief Executive Officer of the Participant’s employment without Cause, or (iiCompany) the Disability or death of the Participant during the Restriction Period and prior to any termination sum of the ParticipantCompany’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 operating income for the Performance Goals as determined under Section 1(b))Period January 1, multiplied by a fraction[ ] through December 31, (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) “operating income” for purpose of clause (i) above shall be calculated excluding the effect of changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, all as determined by U.S. generally accepted accounting principles (“GAAP”); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, as most accurately determined either at the time of the acquisition (through projections made at that time and accepted by the Committee), or at year end; and foreign exchange gains or losses, all as determined by the Committee; provided, however, that in no event shall the number of Shares which vest on the Vesting Date exceed the Maximum Award or part the individual limits for Participants as set forth in the Plan. The maximum number of Shares may be reduced, but not increased, based on the degree of attainment of the Restricted Stock Units covered by performance criteria as set forth in Section 3 of this RSU Award Agreement. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares (and any related Dividend Equivalent Units) 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 hereofimmediately forfeited.

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: (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 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. 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. 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. (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, unvested RSUs shall be forfeited by Sections 2(c)Participant without consideration therefor. Notwithstanding the foregoing, 2(din the event that Participant incurs a Termination of Employment (i) or 3 hereof, if the employment as a result of the Participant termination by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited its Affiliate without “Cause” (as defined in its entirety. (c) Upon (i) the Termination of the Participant’s employment agreement with the Company dated as of March 6, 2012 without Causeregard to the earlier expiration of such agreement (the “Employment Agreement”)) or for “Good Reason” (as defined in the Employment Agreement), RSUs shall immediately vest in full and be settled in accordance with Section 3 of this Agreement, or (ii) due to Participant’s death or “Disability” (as defined in the Disability or death of the Participant during the Restriction Period and Employment Agreement), RSUs that are outstanding immediately prior to any termination such Termination of Employment and that would have vested on the Participant’s employment next vesting date shall vest pro-rata, 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 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 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 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 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. Except Subject to the terms of the Plan and this Agreement, the RSUs shall vest as may otherwise be provided by Section 25follows: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) one-third of the RSUs ( _______ units) shall vest on the first anniversary of the Grant Date, (ii) one-third of the RSUs ( ______ units) shall vest on the second anniversary of the Grant Date, and (iii) one-third of the RSUs ( _______ units) shall vest on the third anniversary of the Grant Date (each such anniversary, a “Vesting Date”); provided, in each case, that the Participant has not incurred a termination of employment prior to such 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(d2(b) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period2(c) below. (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 as a result of the Company Participant’s death or any SubsidiaryDisability (as defined in the Employment Agreement), a pro rata portion of the Participant’s unvested RSUs shall automatically vest, determined by multiplying the total 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 RSUs awarded hereunder 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 is 36 (x) if the Participant was employed reduced by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in RSUs that had vested prior to such termination date), and 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 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, provided, however, that the vesting requirements Participant has timely executed, and not revoked, a fully effective release of this Section 2 have been satisfied shall be payable 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 Dates and all vesting shall occur only on the appropriate Vesting Date.

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 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 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. Except as may otherwise be provided by Section 25: (a) Subject to compliance with accelerated vesting as described in Sections 4(b), 4(c), 4(d) and 6(b) below, and the achievement of the Threshold Goal (as defined in Section 134(e) below, if applicable), the Restricted Stock Units under this RSU Award RSUs shall vest only in full on the third (i3rd) except as anniversary of the Grant Date (the “Scheduled 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 an Employee, Consultant or Director of the Company or a Subsidiary from the Grant Date until the end of the Performance PeriodScheduled Vesting Date. (b) Except Notwithstanding Section 4(a) above, in the event Participant ceases to serve as otherwise provided by Sections 2(c)an Employee, 2(d) Consultant or 3 hereof, if the employment Director of the Participant Company or a Subsidiary prior to the Scheduled Vesting Date (i) 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. other than for Cause (cas defined below) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) by Participant for Good Reason (as defined below), then, provided that the Disability Threshold Goal is or death has been met and certified by the Committee if such termination occurs prior to a Change in Control or more than twenty-four (24) months following a Change in Control, all then outstanding unvested RSUs shall fully vest on an accelerated basis on the date of such termination (or, if later, the date on which the Committee certifies achievement of the Threshold Goal); provided that if the Participant during the Restriction Period and has experienced a termination pursuant to this Section 4(b) and, prior to any termination the Committee's certification 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 Goal a Change in Control occurs, the outstanding unvested RSUs shall fully vest immediately prior to the consummation of the Change in Control (c) Notwithstanding Section 1(b))4(a) above, multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which event Participant ceases to serve as an Employee, Consultant or Director of the Company or a Subsidiary prior to the Scheduled Vesting Date (i) by the Company or any Subsidiary other than for Cause or (ii) by Participant for Good Reason, then, if such termination occurs within twenty-four (24) months following a Change in Control, regardless of whether the Threshold Goal has been met, all then outstanding unvested RSUs shall fully vest on an accelerated basis on the date of such termination. (d) Notwithstanding Section 4(a) above, in the event that the Participant was continuously employed by dies prior to the Schedule Vesting Date while still an Employee, Consultant or Director of the Company or a Subsidiary, and (B) the denominator of which all then outstanding unvested RSUs shall be (x) if the Participant was employed by the Company or a Subsidiary fully vest 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 (an accelerated basis effective 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 retirementdate of death, regardless of whether the Threshold Goal has been met. (e) Notwithstanding anything to the contrary contained in this Award Agreement, the RSUs will be eligible to vest pursuant to this Section 4 only if the threshold level of performance (“Threshold Goal”) is achieved and is certified in writing by the Committee. Any The Threshold Goal is the Company achieving Pre-Tax Earnings (as defined below) of at least $[ ] million during [Year 1], [Year 2] or [Year 3]. The Committee shall certify the Company’s Pre-Tax Earnings for [Year 1], [Year 2] and [Year 3] prior to February 15, [Year 2], February 15, [Year 3] and February 15, [Year 4], respectively. If the Threshold Goal is not achieved and/or certified in writing by the Committee prior to February 15, [Year 4], the RSUs will immediately terminate and the Participant will not be entitled to receive any Shares. If the Threshold Goal is achieved during either [Year 1], [Year 2] or [Year 3] and certified in writing by the Committee, then Participant will have the opportunity to vest in the RSUs as provided in this Section 4. Notwithstanding the foregoing, Sections 4(c), 4(d) and 6(b) provide certain circumstances in which the Participant may vest in the RSUs without written certification of the Threshold Goal. Subject to Sections 4(b), 4(c), 4(d) and 6(b), any portion of this RSU Award as that becomes eligible to which vest based on the Committee’s written certification of achievement of the Threshold Goal will be subject to continued service through the Scheduled Vesting Date. In the event one of the accelerated vesting events in Section 4(b) occurs prior to the Committee’s written certification of achievement of the Threshold Goal, the vesting requirements of the RSUs pursuant to such Section shall be subject to, and effective only upon, the achievement of the Threshold Goal and such written certification. For purposes of this Section 2 have been satisfied Award Agreement, “Pre-Tax Earnings” shall be payable mean the aggregate of the Company’s pre-tax earnings during the applicable performance period, determined in accordance with Section 5 hereofaccounting principles generally accepted in the United States. The Threshold Goal and the determination of the Company’s performance against such goal shall exclude the effect of non-cash impairment charges, early lease termination charges and other special, non-recurring items reflected in the Company’s financial statements for the applicable period.

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 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. 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 to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only paragraph 2(c): (i) except Each Executive’s Class A Convertible Shares shall become vested in accordance with the following schedule, if, but only if, as provided 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 Section 3 hereofthis paragraph 2(b)(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 extent that number of days elapsed since the Performance Goals are satisfied as provided in Schedule Aimmediately preceding Vesting Date. Notwithstanding the foregoing, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if upon the Participant remains continuously employed by occurrence of a Sale of the Company or a Subsidiary until 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 end 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 Performance PeriodCompany 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. (bii) Except 33.3% of the aggregate number of each Executive’s Class B Convertible Shares will become vested on each Applicable Class B Valuation Date if, but only if, the MDCP Co-Investor IRR as otherwise of such Applicable Class B Valuation Date equals or exceeds 25%; provided by Sections 2(c), 2(d) or 3 hereof, that if the employment MDCP Co-Investor IRR as of such Applicable Class B Valuation Date is greater than 15%, but less than 25%, the percentage of the Participant 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 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, which (A) the numerator MDCP Co-Investor IRR as of the Applicable Class B Valuation Date exceeds (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(b)(ii) will become vested as of such Accelerated Valuation Date if, but only if, the MDCP Co-Investor IRR as of such Accelerated Valuation Date equals or exceeds 25%; provided that if the MDCP Co-Investor IRR 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 number by which (A) the MDCP Co-Investor IRR as of the Accelerated Valuation Date exceeds (B) 15%. Vesting with respect to the Class B Convertible Shares shall be cumulative such that if the MDCP Co-Investor IRR 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 MDCP Co-Investor IRR as of a preceding Applicable Class B Valuation Date was 15% and the MDCP Co-Investor IRR 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 the 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(b)(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 MDCP Co-Investor IRR 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 MDCP Co-Investor IRR 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(b)(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) Each Executive’s Class E 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, 2008 33.3 % December 31, 2009 66.7 % December 31, 2010 100 % None of an Executive’s Class E 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, 2008. 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(b)(iv) after December 31, 2008, but prior to December 31, 2010, the cumulative percentage of such Executive’s Class E Cumulative Shares to become vested shall be determined on a pro rata basis according to the number of days in elapsed since the Restriction Period during which immediately preceding Vesting Date. Notwithstanding the Participant was continuously employed by foregoing, upon the occurrence of a Sale of the Company or a SubsidiaryListing, all of an Executive’s Class E 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 E Convertible Shares shall vest for any Executive (Bor Executive’s transferees) upon the denominator occurrence of which shall be (x) if the Participant was employed by a Sale of the Company or a Subsidiary on Listing if the first day Executive holding such Class E Convertible Shares or from whom the Class E 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 Restriction Perioddate of the occurrence of the Sale of the Company or a Listing. (v) 33.3% of the aggregate number of each Executive’s Class F Convertible Shares will become vested on each Applicable Class F Valuation Date if, but only if, the total number MDCP Co-Investor IRR as of days in such Applicable Class F Valuation Date equals or exceeds 20%; provided that if the Restriction PeriodMDCP Co-Investor IRR as of such Applicable Class F Valuation Date is greater than 15%, or (y) in all other casesbut less than 20%, the total percentage of the aggregate Class F Convertible Shares which will become vested as of such Applicable Class F Valuation Date shall be the percentage determined by multiplying 6.66 by the number by which (A) the MDCP Co-Investor IRR as of days within the Restriction Period Applicable Class F Valuation Date exceeds (B) 15%. In the event that an Accelerated Valuation Date occurs prior to any Applicable Class F Valuation Date, 100% of the Class F Convertible Shares not previously vested pursuant to this paragraph 2(b)(v) will become vested as of such Accelerated Valuation Date if, but only if, the MDCP Co-Investor IRR as of such Accelerated Valuation Date equals or exceeds 20%; provided that if the MDCP Co-Investor IRR as of the Accelerated Valuation Date is greater than 15%, but less than 20%, the percentage of Eligible Class F Convertible Shares which shall vest as of such Accelerated Valuation Date shall be the percentage determined by multiplying 20 by the number by which (A) the MDCP Co-Investor IRR as of the Accelerated Valuation Date exceeds (B) 15%. Vesting with respect to the Class F Convertible Shares shall be cumulative such that if the MDCP Co-Investor IRR as of an Accelerated Valuation Date or any subsequent Applicable Class F Valuation Date is greater than any preceding Applicable Class F Valuation Date, the percentage of each Executive’s entire holding of Class F Convertible Shares vested shall be recalculated to be equal to the period percentage vested for such Accelerated Valuation Date or subsequent Applicable Class F Valuation Date (i.e., if the MDCP Co-Investor IRR as of time beginning on a preceding Applicable Class F Valuation Date was 15% and the first day MDCP Co-Investor IRR as of a subsequent Applicable Class F Valuation Date is 17.5%, the aggregate percentage of Class F Convertible Shares vested (inclusive of Class F Convertible Shares already vested as of such continuous employment and ending on the last day preceding Applicable Class F Valuation Date) with respect to both Applicable Class F Valuation Dates shall be, effective as of the Restriction Periodsubsequent Applicable Class F Valuation Date, 50%). The remaining portion For the avoidance of doubt, in the event that an Accelerated Valuation Date arises prior to any Applicable Class F Valuation Date, the determination of vesting with respect to all unvested Class F Convertible Shares otherwise eligible for vesting on any subsequent Applicable Class F 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 F Valuation Date. Notwithstanding anything else to the contrary set forth in this RSU Award that does not paragraph 2(a)(v), no Class F Convertible Shares shall vest in accordance with this Section 2(cfor any Executive (or Executive’s transferees) shall immediately be forfeitedas of any Applicable Class F Valuation Date or Accelerated Valuation Date if the Executive holding such Class F Convertible Shares or from whom the Class F 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 F Valuation Date or Accelerated Valuation Date. (dvi) The Committee may100% of each Executive’s Class G Convertible Shares will become vested on the Class G Valuation Date if, in its sole discretionbut only if, provide that, upon the retirement MDCP Co-Investor IRR as of the Participant (as determined by Class G Valuation Date is equal to or greater than 25%. In 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 event that an Accelerated Valuation Date occurs prior to the effective date Class G Valuation Date, 100% of the Participant’s retirementClass G Convertible Shares will become vested as of such Accelerated Valuation Date if, but only if, the MDCP Co-Investor IRR as of such Accelerated Valuation Date is equal to or greater than 25%. Any portion For the avoidance of this RSU Award as doubt, in the event that an Accelerated Valuation Date arises prior to which the Class G Valuation Date, the determination of vesting requirements of this Section 2 have been satisfied with respect to all unvested Class G Convertible Shares otherwise eligible for vesting on the subsequent Class G Valuation Date shall be payable made solely as of such Accelerated Valuation Date and shall not be re-eligible for vesting as of such subsequent Class G Valuation Date. Notwithstanding anything else to the contrary set forth in accordance this paragraph 2(b)(vi), no Class G Convertible Shares shall vest for any Executive (or Executive’s transferees) as of the Class G Valuation Date or Accelerated Valuation Date if the Executive holding such Class G Convertible Shares or from whom the Class G 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 G Valuation Date or Accelerated Valuation Date. (vii) 33.3% of the aggregate number of each Executive’s Class H Convertible Shares will become vested on each Applicable Class H Valuation Date if, but only if, the MDCP Co-Investor IRR as of such Applicable Class H Valuation Date equals or exceeds 20%; provided that if the MDCP Co-Investor IRR as of such Applicable Class H Valuation Date is greater than 15%, but less than 20%, the percentage of the aggregate Class H Convertible Shares which will become vested as of such Applicable Class H Valuation Date shall be the percentage determined by multiplying 6.66 by the number by which (A) the MDCP Co-Investor IRR as of the Applicable Class H Valuation Date exceeds (B) 15%. In the event that an Accelerated Valuation Date occurs prior to any Applicable Class H Valuation Date, 100% of the Class H Convertible Shares not previously vested pursuant to this paragraph 2(b)(vii) will become vested as of such Accelerated Valuation Date if, but only if, the MDCP Co-Investor IRR as of such Accelerated Valuation Date equals or exceeds 20%; provided that if the MDCP Co-Investor IRR as of the Accelerated Valuation Date is greater than 15%, but less than 20%, the percentage of Eligible Class H Convertible Shares which shall vest as of such Accelerated Valuation Date shall be the percentage determined by multiplying 20 by the number by which (A) the MDCP Co-Investor IRR as of the Accelerated Valuation Date exceeds (B) 15%. Vesting with Section 5 hereof.respect to the Class H Convertible Shares shall be cumulative such that if the MDCP Co-Investor IRR as of an Accelerated Valuation Date or any subsequent Applicable Class H Valuation Date is greater than any preceding Applicable Class H Valuation Date, the percentage of each Executive’s entire holding of Class H Convertible Shares vested shall be recalculated to be equal to the percentage vested for such Accelerated Valuation Date or subsequent Applicable Class H Valuation Date (i.e., if the MDCP Co-Investor IRR as of a preceding Applicable Class H Valuation Date was 15% and the MDCP Co-Investor IRR as of a subsequent Applicable Class H Valuation Date is 17.5%, the aggregate percentage of Class H Convertible Shares vested (inclusive of Class H Convertible Shares already vested as of such preceding Applicable Class H Valuation Date) with respect to both Applicable Class H Valuation Dates shall be, effective as of the subsequent Applicable Class H Valuation Date, 50%). For the avoidance of doubt, in the event that an Accelerated Valuation Date arises prior to any Applicable Class H Valuation Date, the determination of vesting with respect to all unvested Class H Convertible Shares otherwise eligible for vesting on any subsequent Applicable Class H 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 H Valuation Date. Notwithstanding anything else to the contrary set forth in this paragraph 2(a)(vii), no Class H Convertible Share

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: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 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 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 forfeiteddate vesting occurs. (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 1 Limited stock appreciation rights (“LSARs”) are granted to certain executives in tandem with stock options. LSARs are exercisable only during the 60-day period commencing upon the occurrence of a Change in Control for cash and/or Shares equal to the excess of (i) the greater of (A) the Fair Market Value of one Share on the date of exercise and (B) the highest price per Share paid in the transaction or series of transactions constituting the Change in Control, over (ii) the Option Price. 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 Participant (as determined by Option in full upon the Committee in its sole discretion)Employee’s termination for any reason, all or part 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 Restricted Stock Units covered by this RSU Award Option shall be payable under this RSU Award, subject to remain exercisable for the satisfaction of the Performance Goals as provided period 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 hereof3(a).

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 in Section 3 hereof, and become non-forfeitable with respect to 50% of the Restricted Stock Units covered by this Agreement on the first anniversary of the Date of the Award and with respect to 25% of the Restricted Stock Units covered by this Agreement on each of the second and third anniversaries of the Date of the Award. Any fraction of a Restricted Stock Unit that becomes vests on any date will be rounded down to the extent that next lowest whole number, with any such fraction added to 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 portion of the Performance Period. (b) Except as otherwise provided Restricted Stock Unit that vests and becomes free of restrictions on the next vesting date. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by Sections 2(c)this Agreement, 2(d) or 3 hereof, if shall vest upon the employment date of the Participant by the Company or any Subsidiary terminates prior to the end earliest of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon following events (i) the Termination Participant’s death, (ii) the termination of the Participant’s employment without Cause, on account of Disability or (iiiii) a Change in Control; 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. In addition, notwithstanding the foregoing, except as provided in paragraph 2(c), a portion of the Participant’s interest in any unvested 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 (iii) of the preceding sentence. In such event, the number of unvested 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 this paragraph 2(a) shall be forfeited, and prior the Participant shall have no further rights with respect to any the unvested 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 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as The Restricted Stock shall become vested and cease to be Restricted Stock, and accordingly, the restrictions contained in Sections 2, 3(a) and 3(b) shall no longer apply (but the Shares shall remain subject to Section 5) on the first anniversary of the Grant Date (the “Vesting Date”); provided in Section 3 hereof, that the Participant has not had a Termination at any time prior to the extent that the Performance Goals are satisfied as provided in Schedule A, and Vesting Date. (ii) except as otherwise There shall be no proportionate or partial vesting in the periods prior to the Vesting Date and all vesting shall occur only on the Vesting Date; 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 Periodthat no Termination has occurred prior to such date. (biii) Except as otherwise provided by Sections 2(c), 2(dIn the event (x) or 3 hereof, if of a Change in Control; (y) the employment Participant ceases to be a member of the Board for any of the following reasons: (1) the Participant runs for re-election as a director at an annual meeting of the Company’s stockholders and is not re-elected or (2) the Participant is willing to stand for re-election at an annual meeting of the Company’s stockholders and is not nominated by the Company Board to run for re-election; or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (cz) Upon (i) the Termination of the Participant’s employment without Causedeath or Disability, in each case, prior to the Vesting Date, then all unvested shares of Restricted Stock shall immediately vest upon the happening of any such event. (iv) When any shares of Restricted Stock become vested, the Company shall promptly issue and deliver, unless the Company is using a book entry or (ii) similar method pursuant to Section 8, in which case the Disability or death Company shall, upon the Participant’s request, promptly issue and deliver, to the Participant a new stock certificate registered in the name of the Participant during for such Shares without the Restriction Period legend set forth in Section 4(a) hereof and prior deliver to the Participant such Shares and any termination related other RS Property (all of which is included in the term Restricted Stock), in each case, free of all liens, claims and other encumbrances (other than those created by 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 hereofapplicable withholding taxes.

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 The Units will vest and be paid, 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(dIn the event Employee's employment with the Corporation (or a Subsidiary or Affiliate thereof) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates is terminated prior to the end of the Restriction three year measurement period set forth in Schedule A (the "Measurement Period") due to the Employee's death, Disability (as defined in section 409A(a)(2)(C) of the Internal Revenue Code of 1986, as amended (the "Code")), Retirement 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, 2004 through the month of Early Termination, inclusive. This pro-rata basis will be paid to the Employee at the same time as payments are made to then current employees who have been granted Units under the 2004 Unit Plan, subject to Section 2(f) of this RSU Agreement. (c) In the event Employee's employment with the Corporation (or any Subsidiary or Affiliate thereof) is terminated for Cause, or if the Employee terminates his/her employment with the Corporation (or any Subsidiary or Affiliate thereof), each occurring prior to the payment contemplated by this Agreement, the Award shall be immediately forfeited in its entirety. (cd) Upon If prior to the payment contemplated by this Agreement, the Employee becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Corporation, or if the Employee begins a leave of absence without reinstatement rights, then in each case the Award shall be forfeited in its entirety. (ie) In the Termination event of a Change in Control of the Participant’s employment without Cause, or (ii) Corporation prior to the Disability or death complete distribution of the Participant during Award, the Restriction Period and prior to any termination Award will be paid within 60 days of the Participant’s employment with date of the Company or any SubsidiaryChange in Control. In such event, 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 Vesting Date 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 retirementChange in Control. Any portion 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 hereof6.

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 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 The Stock Units, if any, payable under this RSU Award credited to your Account in accordance with Section 1 above shall equal be subject to the number following vesting schedule: (i) One-third of Restricted the Stock Units that otherwise would be paid, if any, following the Restriction Period (based shall vest on the achievement each of the Performance Goals following dates (subject to such rounding conventions as determined under Section 1(b)), multiplied may be implemented from time to time by a fraction, Teradata’s third party Plan administrator): (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 SubsidiaryCrediting Date, and (B) the first anniversary of the Crediting Date, and (C) the second anniversary of the Crediting Date (each a “Vesting Date”), provided that you are continuously employed by Teradata until the applicable Vesting Date. (ii) If you cease to be employed by Teradata due to (A) your death, or (B) your Disability (defined by reference to Teradata’s long-term disability plan that covers you), in either case after the end of the Performance Period but prior to a Vesting Date, then the Stock Units shall become fully vested upon such termination. (iii) If you cease to be employed by Teradata prior to a Change in Control (as defined in the Plan) due to (A) your Retirement (defined as termination by you of your employment with Teradata at or after age 55 with the consent of the Committee); or (B) a reduction-in-force, in either case after the end of the Performance Period but prior to a Vesting Date, then a portion of the Stock Units credited to your Account that have not yet vested shall become fully vested upon such termination, determined by multiplying (I) the number of unvested Stock Units credited to your Account on the date of termination that would have vested on the next Vesting Date had you remained employed with Teradata through such date, by (II) a fraction, the numerator of which is the number of full and partial months of employment you completed commencing with the Vesting Date that occurred immediately prior to your termination, and the denominator of which is 12 months (with the resulting product rounded to the nearest whole number); provided that if your termination occurs during the period commencing immediately after the end of the Performance Period but prior to the Crediting Date, the fraction described above 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 deemed to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Periodbe 12/12. The remaining portion number of this RSU Award that does Stock Units shall be forfeited without further action or notice. (iv) If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Stock Units are not assumed, converted or replaced by the continuing entity, then the Stock Units shall vest upon the Change in Control. (v) If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Stock Units are assumed, converted or replaced by the continuing entity, then the Stock Units shall continue to vest in accordance with this Section 2(c2(a)(i); provided, however, that if you cease to be employed by Teradata due to (A) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement termination of the Participant your employment by Teradata without Cause (as determined by such term is defined in the Committee in its sole discretionPlan), all (B) termination of your employment with Teradata on account of death, Disability, Retirement, or part a reduction-in-force, or (C) if you are a participant in the Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement that defines “Good Reason” in the context of a resignation following a Change in Control (a “CIC Plan”), termination of your employment with Teradata for “Good Reason” as defined in the Restricted CIC Plan within the two-year period commencing on the Change in Control, then the Stock Units covered by this RSU Award credited to your Account that have not yet vested shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided vest in Schedule A. Any full upon 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 hereoftermination.

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 The Performance Shares (iif any) except as provided in Section 3 hereof, credited to the extent Grantee’s account pursuant to Section 2 hereof shall become vested and nonforfeitable on the Vesting Date set out in this Award Agreement, provided that the Performance Goals are satisfied as provided Grantee remains in Schedule Athe continuous employment or other service of the Company and its Subsidiaries through the Vesting Date, and (ii) except as otherwise provided in Sections 2(cherein. (b) Notwithstanding Section 3(a), 2(d) or 3 hereof, if the Participant remains continuously employed Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the Vesting Date as a result of the Grantee’s death, a pro rata portion of the Performance Shares shall become vested, determined by multiplying the target number of Performance Shares by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date of the Performance Shares and the denominator of which is 1096. (c) Notwithstanding Section 3(a), if the Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the Vesting Date as a result of the Grantee’s Disability or Retirement (defined as the Grantee’s voluntary termination of employment with the consent of the Administrator (or the Administrator’s delegate) at or after age 60 with at least five years of service with the Company and its Subsidiaries), a pro rata portion of the Performance Shares shall become vested, effective as of December 31, 2017, determined by multiplying the number of Performance Shares that would have been earned pursuant to Section 2 hereof, based upon actual achievement of the applicable Relative TSR Performance Goals if the Grantee had remained in the continuous employment or other service of the Company and its Subsidiaries through the last day of the third Performance Period, by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date of the Performance Shares and the denominator of which is 1096. (d) In the event of a Change in Control prior to the Vesting Date: (i) If the Performance Shares are honored, assumed or substituted in the form of an Alternative Award, and the Grantee’s continuous employment or other service with the Company and its Subsidiaries is terminated after the Change in Control and prior to the Vesting Date (A) 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 (iiB) if the Disability Grantee is covered by a severance plan, employment agreement or death offer letter with the Company or a Subsidiary that provides for severance benefits in the event of a termination by the Participant during Grantee for Good Reason, by the Restriction Period Grantee for Good Reason, then the Performance Shares, to the extent not previously vested or forfeited, will vest, without pro ration and prior to any effective upon such termination of the ParticipantGrantee’s employment with the Company or and its Subsidiaries, as follows: (x) with respect to any SubsidiaryPerformance Period completed prior to the date of such termination of employment, the number of Restricted Stock UnitsPerformance Shares earned pursuant to Section 2 hereof, 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 upon actual achievement of the applicable Relative TSR Performance Goals as determined under Section 1(b))with respect to such Performance Period, 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 Subsidiarybecome vested, and (By) with respect to any Performance Period not completed prior to the denominator date of which shall be (x) if such termination of employment, the Participant was employed by the Company or a Subsidiary on the first day portion of the Restriction Period, the total target number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Performance Shares allocated to such Performance 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 forfeitedbecome vested. (dii) The Committee mayIf the Performance Shares are not honored, assumed or substituted in its sole discretion, provide that, upon the retirement form 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 an Alternative Award, subject to then the satisfaction target number of the Performance Goals as provided Shares will vest in Schedule A. Any full, without pro ration, effective upon such action by the Committee must be made Change in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements Control. (e) For purposes of this Section 2 3, the continuous employment or other service of the Grantee with the Company and its Subsidiaries shall not be deemed to have been satisfied interrupted, and the Grantee shall not be payable in accordance with Section 5 hereofdeemed to have ceased to be an Employee of the Company and its Subsidiaries, by reason of the transfer of his or her employment or other service among the Company and its Subsidiaries.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13Except as set forth in subsections (b), (c) and (d) 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 been continuously employed by the Company until such date: October 1, 2007 30,000 October 1, 2008 30,000 October 1, 2009 30,000 October 1, 2010 30,000 October 1, 2011 30,000 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, all of the Company or any Subsidiary terminates prior Restricted Stock 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 shall be immediately forfeited in its entiretyPlan). (c) Upon In the event the Participant resigns for “Good Reason” or incurs a Termination by the Company without “Cause” (as such terms are defined in the letter agreement between the Company and the Participant dated August 21, 2006) , other than as set forth in Section 2(e)(ii) below, the lesser of (i) Thirty Thousand (30,000) shares of Restricted Stock or (ii) the remaining unvested shares of Restricted Stock, shall become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan). Any remaining unvested shares of Restricted Stock that could vest pursuant to Section 2(e)(i) below shall remain outstanding for a period of three (3) months following the date of such termination, provided that such shares of Restricted Stock shall only vest in accordance with Section 2(e)(i) below. (d) In the event of a Change in Control in which (i) the Termination holders of the Company’s outstanding Common Stock receive only cash in exchange for such Common Stock or (ii) the Company is privatized and the Common Stock is no longer traded on a national securities exchange or the Nasdaq Stock Market, Inc., then all of the Restricted Stock shall, immediately prior to such Change in Control, become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan). (e) In the event of any other Change in Control not covered under Section 2(d), all of the Restricted Stock shall immediately become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan) upon (i) such Change in Control if such Change in Control occurs within three (3) months following any resignation by the Participant for Good Reason or a termination of the Participant’s employment service by the Company (or the successor thereto) without Cause, or (ii) the Disability or death of any resignation by the Participant during the Restriction Period and prior to any for Good Reason or 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 service by the Company (or a Subsidiary, and the successor thereto) without Cause occurring eighteen (B18) 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 months after such Change 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 forfeitedControl. (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 Restricted Stock shall vest upon satisfying the vesting conditions set forth in both Sections 2(a)(i) and 2(a)(ii) below. i. The Restricted Stock shall satisfy the service-vesting requirement as follows, subject to compliance the Participant remaining in continuous service with Section 13, the Company or an Affiliate thereof through the applicable date: 6.25% of the Restricted Stock Units under this RSU Award shall vest only satisfy the service-vesting requirement quarterly beginning on the date that is three (3) months following [_________________] (the “Service-Vesting Commencement Date”), such that 100% of the Restricted Stock will satisfy the service-vesting requirement on the fourth anniversary of the Service-Vesting Commencement Date; provided, however, that the service-vesting requirement shall lapse upon the earlier of (A) a Change of Control (as defined below) and (B) the date on which any Person owns a larger percentage of equity interests in the Company and its Subsidiaries than the Apax Group (as defined below). ii. The Restricted Stock shall satisfy the performance-vesting requirement as follows: (i) except 80% of the shares of Restricted Stock shall satisfy the performance-vesting requirement on the date on which the Apax Group receives a cumulative cash return in respect of their equity securities in the Company and its Subsidiaries (including any predecessor) equal to 100% of their aggregate investment in Disco Topco Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (the “Disco Partnership”), as provided determined by the Administrator in Section 3 hereofgood faith; (ii) 10% of the shares of Restricted Stock shall satisfy the performance-vesting requirement on the date on which the Apax Group receives a cumulative cash return in respect of their equity securities in the Company and its Subsidiaries (including any predecessor) equal to 300% of their aggregate investment in the Disco Partnership, as determined by the Administrator in good faith; and (iii) 10% of the shares of Restricted Stock shall satisfy the performance-vesting requirement on the date on which the Apax Group receives a cumulative cash return in respect of their equity securities in the Company and its Subsidiaries (including any predecessor) equal to 400% of their aggregate investment in the extent Disco Partnership, as determined by the Administrator in good faith. For purposes of calculating the cumulative cash return received by the Apax Group, Marketable Securities (as defined below) shall be treated as cash. (b) If the Participant’s service is terminated for any reason, (i) the shares of Restricted Stock that have not satisfied the Performance Goals are satisfied service-vesting requirement as provided in Schedule Aof the date of termination shall be forfeited without payment of any consideration and all rights of the Participant with respect to such Restricted Stock shall immediately terminate, and (ii) except as otherwise provided neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in Sections 2(c), 2(d) or 3 hereofsuch forfeited shares of Restricted Stock. Notwithstanding the foregoing, if the Participant remains continuously employed Participant’s service is terminated by the Company without cause following the later of (i) the execution of a definitive agreement which results in a Change of Control or (ii) the date which is six (6) months prior to a Subsidiary until Change of Control, the end of the Performance Period. (b) Except Participant shall be treated as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by was providing services to the Company or any Subsidiary terminates prior to on the end date of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretysuch Change of Control. (c) Upon (i) Notwithstanding anything to the Termination contrary in this Restricted Stock Award Agreement or the Plan, all shares of Restricted Stock which have not satisfied all of the applicable vesting conditions on or prior to the date that the Apax Group sells all of its equity interests in the Company and its Subsidiaries shall immediately terminate, and such shares of Restricted Stock shall be forfeited without payment of any consideration. Neither the Participant nor any of the Participant’s employment without Causesuccessors, heirs, assigns, or (ii) the Disability personal representatives shall thereafter have any further rights 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 interests in such shares 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 forfeitedStock. (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 shall be payable in accordance with Section 5 hereof.2:

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13the Participant’s continued employment by the Company or any of its Affiliates through the applicable Vesting Date (as defined below), (x) 50% of the Option will vest and become exercisable upon the third anniversary of the Grant Date and (y) 50% of the Option will vest and become exercisable on the fourth anniversary of the Grant Date (each such date, a “Vesting Date”). Notwithstanding the foregoing, subject to the Participant’s continued employment by the Company or any of its Affilaites through the applicable date or event, the Restricted Stock Units under this RSU Award Option shall fully vest only and become exercisable upon the earliest to occur of: (i) except the date of the Participant’s death; (ii) the date of the Participant’s Disability; (iii) the date of the Participant’s retirement after he or she (i) has both attained age 62 and completed 10 years of service with the Company, FMC and their respective Affiliates; or (ii) attained age 65 (“Retirement”); (iv) a Change in Control, if the Company’s successor or the surviving entity (or its parent) fails to continue or assume the Option; (v) the Participant’s Termination of Employment within two years following a Change in Control due to a termination by the Company or its applicable Affiliate without Cause or a resignation by the Participant with Good Reason (as provided defined in Section 3 hereof26), provided (i) the Participant executes and delivers to the extent that Company a general release of claims against the Performance Goals are satisfied as provided Company, FMC and their respective Affiliates in Schedule Aa form prescribed by 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 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 such release becomes irrevocable within 60 days following the Participant’s employment without CauseTermination of Employment or such shorter period specified by the Company. For avoidance of doubt, 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 Subsidiaryif this release requirement is not timely satisfied, the number Option will be forfeited as 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 Termination of Employment and the Participant will have no further rights with respect thereto. (b) Upon the Participant’s Termination of Employment for any reason, any Unvested Option (as defined below) will be forfeited immediately and automatically and the Participant will have no further rights with respect thereto. (c) For purposes of this Agreement, (i) “Vested Option” means any portion of this RSU Award as to the Option which the vesting requirements of this Section 2 have been satisfied shall be payable has vested and become exercisable in accordance with Section 5 hereofthe terms of this Agreement (including pursuant to Sections 2(a)(i)-(v)) and (ii) “Unvested Option” means any portion of the Option that is not a Vested Option.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to the Participant’s continuous employment by the Company and its Affiliates in the position of [ ] (or in an alternative position with the Company, as determined by the Chief Executive Officer in his or her sole discretion and subject to approval by the Compensation Committee (an “Alternative Position”)) and compliance with Section 13Non-Compete Agreement (as defined below), the Restricted Stock Units under this RSU Award RSUs granted to the Participant shall vest only as to the percentage of the RSUs indicated below on the dates specified below (ieach a “RSU Vesting Date”). The unvested RSUs granted pursuant to this Agreement shall automatically terminate and be forfeited (without any action by any party hereto) except as provided on the sooner of (x) the date on which the Participant’s employment is terminated and (y) the date on which the Participant ceases to serve in Section 3 hereof, to the position of [ ] or in an Alternative Position. [ ] [ ]% [ ] [ ]% [ ] [ ]% 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 RSUs have not vested prior to the Participant remains continuously employed by date that is the Company or a Subsidiary until the end five-year anniversary of the Performance PeriodGrant Date, the unvested RSUs shall terminate and be forfeited as of such date, without any further consideration to the Participant. 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 as otherwise provided by Sections 2(c)Notwithstanding the foregoing, if because of the Participant’s death or Disability the Participant’s employment terminates or the Participant ceases to serve in the position of [ ] or an Alternative Position, then the unvested RSUs, to the extent not previously forfeited, shall immediately become fully vested, 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 period of the Participant’s employment with the Company or any Subsidiaryone of its Affiliates after the Grant Date a Change in Control shall occur, then all outstanding unvested RSUs that have not been forfeited prior to the number date of Restricted Stock Units, if any, payable under this RSU Award such Change in Control shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based vest on the achievement date of such Change in Control. In the event that the Change in Control occurs on a date prior to the date that a Participant is determined to be Disabled for purposes of the Performance Goals as determined under Section 1(b))Plan and this Agreement, multiplied by a fractionbut the Committee, (A) the numerator of which shall be the number of days in the Restriction Period during which its sole determination expects the Participant was continuously employed by to be Disabled at 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 end of the Restriction Period9-month period referred to in Section 4 of this Agreement, then all of the total number unvested RSUs of days in the Restriction Periodsuch Participant, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on extent not previously forfeited, shall vest upon the first day of such continuous employment and ending on the last day date of the Restriction Period. The remaining portion of this RSU Award that does not vest 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. a. Except as may otherwise be expressly provided by Section 25: in Sections 4.b-c hereof, subject to Participant’s continued employment or service through the applicable vesting date, 100% of those RSUs that are earned based on the achievement of certain cost-savings, diversity, and ESG performance goals as set forth on Annex B hereto (athe “Earned RSUs”) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only on the eighteen (18)-month anniversary of the date of grant. b. Notwithstanding anything to the contrary contained in Section 4.a hereof, upon a Participant’s Qualifying Termination or termination of employment due to death or Disability (i) except that occurs during a performance period that is ongoing, 100% of the RSUs with respect to such performance period (i.e., the Cost-Savings RSUs, the Diversity RSUs and/or the ESG RSUs (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(cdefined on Annex B), 2(das applicable) 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 Causevest, or (ii) the Disability or death that occurs after a performance period has ended, 100% of the Participant Earned RSUs with respect to such performance period shall vest. c. Notwithstanding anything to the contrary contained in Section 4.a hereof, upon a Change in Control of the Company, (i) if such Change in Control occurs during a performance period, 100% of the Restriction Period and RSUs with respect to such performance period (i.e., the Cost-Savings RSUs, the Diversity RSUs and/or the ESG RSUs, as applicable) shall vest immediately prior to any the consummation of the Change in Control, or (ii) if such Change in Control occurs after a performance period has ended, 100% of the Earned RSUs with respect to such performance period shall vest immediately prior to the consummation of the Change in Control. d. Subject to Section 4.b hereof, vesting shall cease immediately upon termination of the Participant’s employment with or service for any reason, and any portion of the Company RSUs that has not vested on or any Subsidiaryprior to the date of such termination shall be forfeited on such date. Once vesting has occurred, the number vested portion will be settled at the time specified in Section 6 hereof. e. For purposes of Restricted Stock Unitsthis Agreement, if any, payable under this RSU Award “Disability” 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 has such meaning as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days is contained in the Restriction Period during which Plan and, notwithstanding anything to 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 contrary contained in the Restriction PeriodPlan, 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) also shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (include a “disability” as determined by the Committee in its sole reasonable 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 as may otherwise be specifically provided by Section 25in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: a. Fifty percent (a50%) Subject to compliance with Section 13, of the Restricted Stock Units under this RSU Award Awarded Shares shall vest only (i) except as provided in Section 3 hereofon the first date, to the extent if any, that the Performance Goals are satisfied as Total Enterprise Value equals or exceeds the First TEV Threshold, 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 that (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 is employed by the Company or a Subsidiary on such date and (ii) such date occurs on or before the first day sixth (6th) anniversary of the Restriction Period, Date of Grant. b. Fifty percent (50%) of 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 Awarded Shares shall vest on the first day of date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided that (i) the Participant is employed by the Company or a Subsidiary on such continuous employment date and ending (ii) such date occurs on or before the last day sixth (6th) anniversary of the Restriction PeriodDate of Grant. The remaining portion 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. 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 such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s retirement. Any portion Termination of this RSU Award as to which Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service (but no later than the sixth (6th) anniversary of the Date of Grant) and shall remain eligible for vesting requirements of this Section 2 have been satisfied shall be payable in accordance with this Section 5 hereof3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding.

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 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 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(csubparagraphs (b), 2(d(c), (d) or 3 hereofand (e) below, if the Participant remains continuously employed by will become vested in the Company Performance Units awarded pursuant to this Agreement based on the achievement of performance goals over a three-year Performance Period (as defined in the Plan) as set forth on the attached Exhibit A (the “Restriction Period”), provided the Participant does not incur a termination of employment or a Subsidiary until service with the Employer prior to the end of the Restriction Period. The amount payable with respect to the Participant’s Performance Period.Units shall be determined by multiplying each Performance Unit granted by a payout performance multiplier of between zero percent and two hundred percent (0%-200%), which shall be determined based upon actual performance compared to the performance goals as described on Exhibit A. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofin this Agreement, if the Participant terminates employment of or service with the Participant by the Company or any Subsidiary terminates Employer prior to the end of the Restriction Period, this RSU Award the Performance Units credited to the Participant’s Performance Unit Account that have not vested as of the date of termination shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Performance Units shall vest and be paid immediately forfeited in its entiretybased on a payout performance multiplier of one hundred percent (100%). (c) Upon If the Participant terminates employment or service with the Employer on account of Retirement (as defined in the Plan) or a termination by the Employer without Cause (as defined in the Plan) with less than six months left prior to the end of the Restriction Period, the Performance Units credited to the Participant’s Performance Unit Account that have not vested will vest on a pro-rated basis, based on the actual performance results for the Restriction Period, pro-rated for the period the Participant was employed by the Employer; provided, however, that if the Participant terminates employment or service with the Employer on account of Retirement or a termination by the Employer without Cause with six months or more left prior to the end of the Restriction Period, the Performance Units credited to the Participant’s Performance Unit Account that have not vested will vest on a pro-rated basis, based on a payout multiplier of 100%. Notwithstanding the foregoing, the Committee may provide for complete or partial exceptions to these requirements as it deems appropriate in the case of a Participant who terminates employment or service to the Employer on account of Retirement. (d) If a Change in Control (as defined in the Plan) occurs after the Date of Grant of the Performance Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the end of the Restriction Period, and the Participant terminates employment or service on account of (i) a termination by the Termination of the Participant’s employment Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Disability or death of the Participant Plan), during the Restriction Change of Control Period and prior (as defined in the Plan), the portion of such Performance Units credited to any termination of the Participant’s employment with Performance Unit Account that have not vested shall vest and be paid based on a payout performance multiplier of one hundred percent (100%) within 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, thirty (30) day period following the Restriction Period termination of employment or service to the Employer. (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (Ae) the numerator of which shall be the number of days Notwithstanding any other provisions set forth in this Agreement or in the Restriction Period during which the Participant was continuously employed by the Company or a SubsidiaryPlan, and (B) the denominator of which shall be (x) if the Participant was ceases to be employed by, or provide service to, the Employer on account of a termination by the Company or a Subsidiary on the first day of the Restriction PeriodEmployer for Cause, 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 Performance Units credited 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 Performance Unit Account that have not vested as of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied such date shall be payable in accordance with Section 5 hereofimmediately terminate and become null and void.

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, and the Participant's rights to such vested 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 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 Restricted Share 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 Restricted Share 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 the Company dies or terminates employment on account of a Subsidiary until Disability before the end of the Performance Period, the Participant shall vest in the ________ Restricted Share Units granted under Section 2 of this Agreement [(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)] and the Participant's rights to such vested Restricted Share Units shall become nonforfeitable as of the date of death or termination of employment on account of a Disability.] (bc) Except as otherwise provided by Sections 2(c), 2(d) [In the event the Participant's employment with or 3 hereof, if the employment of the Participant by service to the Company or any Subsidiary terminates prior 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 have become vested under Section 3(a) or (b), the Participant shall vest in the _______ Restricted Share Units granted under Section 2 of this Agreement [(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)] and the Participant's rights to such vested Restricted Share Units shall become nonforfeitable as of the date on which the Participant's employment with or service to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyCompany is terminated.] (d) [Except as provided in Section [3(b) or (c) Upon (i) the Termination of )] above], if 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 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 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 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. 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 second anniversary of Date of Grant; (ii) except as otherwise 37.5% of the shares of Restricted Stock shall vest on the third anniversary of the Date of Grant; and (iii) 37.5% 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 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 hereof, if the Participant’s employment is terminated for any reason, (i) all rights of the Participant by the Company or with respect to any Subsidiary terminates prior to the end shares of Restricted Stock that have not vested as of the Restriction Perioddate of termination shall immediately terminate without the payment of any consideration with respect thereto and (ii) neither the Participant nor any of the Participant’s successors, this RSU Award heirs, assigns, or personal representatives shall be immediately forfeited thereafter have any further rights or interests in its entiretysuch shares of Restricted Stock. (c) Upon If the Participant’s employment is terminated (i) the Termination by reason of the Participant’s employment without Cause, death or Disability or (ii) by the Disability or death of Company without Cause, and provided that the Participant during (or the Restriction Period 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 (a “Release”) within sixty (60) days following such termination of employment (or such shorter period as may be specified by the Company in accordance with applicable law), any shares of Restricted Stock that have not yet vested shall immediately vest on the date of such termination of employment. (d) In the event that a Change in Control occurs prior to the final Vesting Date and prior to any termination of the Participant’s employment with the Company or employment, any Subsidiary, the number shares of Restricted Stock Units, if any, payable under this RSU Award shall equal the number that have not yet vested as 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 such Change in Control shall be payable treated in accordance with Section 5 hereof13 of the Plan.

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 (i) except as provided in Section 3 hereof3(a), subject to the extent that Participant remaining in continuous Employment from the Performance Goals are satisfied as provided in Schedule ADate of Grant through such vesting date. i. Subject to Section 3(a)(ii) and Section 3(a)(iii) below, 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 retirementEmployment due to the Participant’s death or the Company’s or a subsidiary’s termination of the Participant’s Employment due to the Participant’s Disability, and to the extent that any Restricted Stock Units are outstanding immediately prior to such termination of Employment but not then vested, all such unvested Restricted Stock Units shall become fully-vested upon the occurrence of such termination of Employment. iv. Any portion Notwithstanding anything in this Paragraph 3 to the contrary, the RSUs shall vest upon the occurrence of this RSU Award as to which both (A) a Change in Control and (B) a Qualifying Termination that occurs within twelve months following 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, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, The Restricted Stock shall become vested and cease to be Restricted Stock (but shall remain subject to the extent that other terms of this Agreement and the Performance Goals are satisfied as provided in Schedule A, and (iiPlan) 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 performance goal described on Annex A attached hereto; provided, that the Management Agreement shall not have been terminated (other than a termination by ZelnickMedia or its assignee with Good Reason (as determined under Section 1(bdefined in the Management Agreement) or by the Company without Cause (as defined in the Management Agreement)) (a “Termination”) prior to the achievement of the performance goal described on Annex A; provided, further, that any shares of Restricted Stock that do not vest on or prior to June [ ], 2012 shall be forfeited and shall revert back to the Company without any payment to the Participant, and the Participant shall thereafter have no rights with respect to such shares of Restricted Stock; provided, further, that all shares of Restricted Stock shall immediately vest in the event the Management Agreement is terminated by the Company without Cause or by ZelnickMedia or its assignee for Good Reason. (ii) In the event of a Change in Control (as defined in the Management Agreement), multiplied by a fraction, then the Restricted Stock shall vest or be forfeited as follows: (A) If a Change in Control occurs on or prior to March 31, 2009, then (x) 180,000 shares of Restricted Stock shall become vested and cease to be Restricted Stock immediately prior to the numerator consummation of which such Change in Control, and (y) the Committee shall consider in good faith, taking into consideration such factors including, but not limited to, the contributions of ZelnickMedia and its personnel to the Company pursuant to the Management Agreement and otherwise, and recommend to the independent members of the Board a number of shares of Restricted Stock, if any, to become vested and cease to be Restricted Stock in connection with such Change in Control. The independent members of the Board shall consider such recommendation and determine in good faith, taking into consideration such factors including, but not limited to, the contributions of ZelnickMedia and its personnel to the Company pursuant to the Management Agreement and otherwise, the number of days additional shares of Restricted Stock, if any, which shall become vested and cease to be Restricted Stock in connection with such Change in Control. Any remaining shares of Restricted Stock shall be forfeited to the Company without compensation other than the repayment of any par value paid by the Participant for such Shares (if any). (B) Notwithstanding anything to the contrary in clause (A) of this Section 3(c)(ii), if (w) prior to the Effective Date (as defined in the Restriction Period during which Second Amendment to the Participant was continuously employed Management Agreement), the Company shall have received a bona fide indication of interest in, or offer to enter into, a business combination (an “Offer”) from a third party, (x) such Offer shall specify, with some degree of particularity, the material terms thereof, (y) the existence of the Offer is not publicly disclosed or confirmed by the Company or a Subsidiarysuch third party prior to the Effective Date, and (Bz) the denominator transaction proposed by such Offer is consummated prior to November 14, 2008 and the consummation of such transaction constitutes a Change in Control, then Section 3(c)(ii)(A) shall not apply and the Committee shall consider in good faith, taking into consideration such factors including, but not limited to, the contributions of ZelnickMedia and its personnel to the Company pursuant to the Management Agreement and otherwise, and recommend to the independent members of the Board a number of shares of Restricted Stock, if any, to become vested and cease to be Restricted Stock in connection with such Change in Control. The independent members of the Board shall consider such recommendation and determine in good faith, taking into consideration such factors including, but not limited to, the contributions of ZelnickMedia and its personnel to the Company pursuant to the Management Agreement and otherwise, the number of shares of Restricted Stock, if any, which shall become vested and cease to be (x) if Restricted Stock in connection with such Change in Control and the remaining shares of Restricted Stock shall be forfeited to the Company without compensation other than the repayment of any par value paid by 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 for such Shares (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 forfeitedif any). (dC) The Committee mayIf a Change in Control occurs on or following April 1, 2009, all shares of Restricted Stock shall become vested and cease to be Restricted Stock immediately prior to the consummation of such Change in its sole discretionControl. (iii) When any Shares of Restricted Stock become vested, provide thatthe Company shall promptly issue and deliver, upon unless the retirement Company is using a book entry or similar method pursuant to Section 8 of this Agreement, to the Participant a new stock certificate registered in the name of the Participant (as determined by for such Shares without the Committee legend set forth in its sole discretion), all or part of Section 4 hereof and deliver to the Restricted Stock Units covered by this RSU Award shall be payable under this RSU AwardParticipant any related other RS Property, 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 hereofapplicable withholding.

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, Optionee’s not having a Termination of Relationship prior to the extent that the Performance Goals are satisfied as provided in Schedule A, applicable vesting date and (ii) except as otherwise provided set forth in Sections 2(cSection 7, the Options shall become non-forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable pursuant to this Section 4, the “Vested Options”) in percent ( %) increments on each of , , , and . Upon a Complete Change in Control (other than in connection with a Qualified Public Offering) (such date, the “Option Acceleration Date”), 2(d100% of the Options which have not theretofore become Vested Options and which are scheduled to vest on each of the remaining vesting dates set forth in the previous sentence will vest on the ( ) month anniversary of such Option Acceleration Date, provided that the Optionee remains in continuous employment with or 3 hereofservice to the Company or a Subsidiary for the ( ) month period following such Option Acceleration Date; provided, if however, that in the event that the Participant remains continuously employed has a Termination of Relationship during the period of time following the date of such Option Acceleration Date and prior to the ( ) month anniversary of such Option Acceleration Date, as a result of his or her death, Disability, termination from employment or services by the Company or a Subsidiary until the end without Cause or resignation from employment or services with Good Reason, 100% of the Performance Period. Options shall vest on the date of such Termination of Relationship. All decisions by the Committee with respect to any calculations pursuant to this Section 4 (b) absent manifest error), including the Committee’s determination of whether and the date on which a Complete Change in Control or an Option Acceleration Date occurs shall be final and binding on the Optionee. Except as otherwise provided by Sections 2(c)herein, 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 all unvested Options will immediately forfeited in its entirety. (c) Upon (i) the terminate upon a Termination of the Participant’s employment without Cause, or Relationship (ii) the Disability or death of the Participant during the Restriction Period and prior after giving effect to any termination vesting in connection with such 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(bRelationship)), 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 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. (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, unvested RSUs shall be forfeited by Sections 2(c)Participant without consideration therefor. Notwithstanding the foregoing, 2(din the event that Participant incurs a Termination of Employment (i) or 3 hereof, if the employment as a result of the Participant termination by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited its Affiliate without “Cause” (as defined in its entirety. (c) Upon (i) the Termination of the Participant’s employment agreement with the Company dated as of December 23, 2015 without Causeregard to the earlier expiration of such agreement (the “Employment Agreement”)) or for “Good Reason” (as defined in the Employment Agreement), subject to Participant having served as an employee of the Company or its Affiliate for at least one year, any unvested RSUs shall immediately vest in full as of the date of Participant’s Termination of Employment and be settled in accordance with Section 3 of this Agreement, or (ii) due to Participant’s death or “Disability” (as defined in the Disability or death Employment Agreement), any unvested RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the 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 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 The Units 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(dIn the event Recipient's employment with the Corporation (or a Subsidiary or Affiliate thereof) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates 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, Retirement or termination not for Cause (each an "Early Termination") the Award will vest, if at all, on a prorata 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 prorata shares will be a percentage where the denominator is 36 and the numerator is the number of months from January 1, 2003 through the month of Early Termination, inclusive. The Award will be paid to the Recipient at or around the same time as payments are made to then current employees who have been granted Units under the 2003 Unit Plan. (c) In the event Recipient's employment with the Corporation (or any Subsidiary or Affiliate thereof) is terminated for Cause, or if the Recipient terminates his/her employment with the Corporation (or any Subsidiary or Affiliate thereof), each occurring prior to the payment contemplated by this RSU Agreement, the Award shall be immediately forfeited in its entirety. (cd) Upon If prior to the payment contemplated by this Agreement, the Recipient becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Corporation, or if the Recipient begins a leave of absence without reinstatement rights, then in each case the Award shall be forfeited in its entirety. (ie) In the Termination event of a Change in Control or Potential Change in Control 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 SubsidiaryCorporation, 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 forfeitedthe 2003 Unit Plan, or its successor. (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, 2019, (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 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 Banked Units shall vest on the Specified Date. (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 the Restriction Period Participant’s then outstanding Banked Units (including any pro-rated Banked Units that remain outstanding pursuant to Section 3(b) above, and any Banked Units that remain outstanding pursuant to Section 3(c) above), and all Target Units for incomplete Measurement Periods, will vest immediately prior to any termination such event. (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 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 or any Banked 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) 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, the Units will be forfeited as to which of the vesting requirements effective date of this Section 2 the cessation of the Participant’s employment and the Participant will have been satisfied shall be payable in accordance no further rights with Section 5 hereofrespect thereto.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the The shares of Restricted Stock Units under covered by this RSU Award Agreement 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 follows: If the Participant remains continuously is employed by the Company or a Subsidiary until on January 1, 2013 as the end Company’s Chief Financial Officer pursuant to the Executive Employment Agreement, and as of the Performance Period. (b) Except close of business on January 1, 2013 Participant has not breached the Executive Employment Agreement and conditions do not exist that would permit the Company to terminate the Participant for Cause under the Executive Employment Agreement, then the Participant shall become vested in 50% of the shares of Restricted Stock on January 1, 2013; As to another 25% of the shares, on January 1, 2014, provided that the Participant’s Date of Termination has not yet occurred as otherwise of such date. As to the final 25% of the shares of Restricted Stock, on January 1, 2015, provided by Sections 2(c), 2(d) or 3 hereof, that the Participant’s Date of Termination has not yet occurred as of such date. The Participant’s vested percentage shall be 100% if the employment Participant’s Date 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 occurs on account of the Participant’s employment without Cause, death or (ii) Disability. The Board may accelerate the Disability or death vesting 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 shares of Restricted Stock Units, if any, payable under covered by this RSU Award shall equal Agreement at any time in its complete discretion. Notwithstanding 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 Periodforegoing schedule, 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 complete discretion, provide thatdetermine that any portion (i.e., upon the retirement from zero percent to 100%) of the Participant (as determined by the Committee in its sole discretion), all or part shares of the Restricted Stock Units covered by this RSU Award that have not yet vested shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided become vested if either a Public Offering or a Change in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of Control occurs before the Participant’s retirementDate of Termination, or if the Participant’s Date of Termination is attributable to his or her Disability or death. Any portion of this RSU Award as to which The Committee, in its complete discretion, may also accelerate the vesting requirements of any portion (from zero percent to 100%) of the shares of Restricted Stock covered by this Section 2 Agreement that have been satisfied shall be payable in accordance with Section 5 hereofnot yet vested at any time for any other reason.

Vesting. Except The option herein granted shall become exercisable in whole or in part as may otherwise be provided by Section 25follows: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except Exercisable as provided in Section 3 hereof, to 66% of the shares (rounded down to the extent that nearest whole share) on the Performance Goals are satisfied as provided in Schedule A, and second anniversary of the Grant Date; (ii) except as otherwise provided Exercisable in Sections 2(c), 2(dits entirety on and after the third anniversary of the Grant Date; (iii) or 3 hereof, if Exercisable in its entirety (x) upon the death of the Participant remains continuously while the Participant is employed by the Company or a Subsidiary until (y) in the end event of Disability (as defined in the Performance Period. (bPlan) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant while the Participant is employed by the Company; (iv) If the Participant retires from the Company at any time following the second anniversary of this Agreement and at such time satisfies the Normal Retirement Criteria (defined below), the option herein granted shall continue to become exercisable as set forth in clauses (i) through (ii) of this Section 1(a). The Normal Retirement Criteria will be satisfied if the Participant shall (x) retire (and satisfy the Company’s criteria for retirement at such time) from the Company, (y) be at least 55 years of age at the time of such retirement, and (z) have at least ten credited years of service with the Company or any Subsidiary terminates prior to its subsidiaries at the end time of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety.such retirement; (cv) Upon (i) If at the Termination time of retirement the Participant satisfies the Normal Retirement Criteria and subsequently dies or becomes Disabled before the Participant’s employment without Causeoption herein granted becomes exercisable in its entirety as set forth in clause (iii) of this Section 1(a), the option herein granted shall become exercisable as set forth in clause (iii) of this Section 1(a); (vi) Notwithstanding anything to the contrary in Section 1(a)(iii), in the event of a Change in Control (as defined in the Plan), unless the successor company, or (ii) the Disability or death a parent of the Participant during successor company in the Restriction Period and prior Change in Control agrees to any termination assume, replace, or substitute the option granted hereunder (as of the consummation of such Change in Control) with an option on substantially identical terms, as determined by the Committee, if the Participant’s employment with the Company or its Affiliates (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, successor thereto) is terminated within two years following the Restriction Period a Change in Control either (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (Ax) 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 its Affiliates (Bor any successor thereto) without Cause (as defined in the denominator of which shall be Plan) or (xy) if by the Participant was employed with Good Reason, the option granted hereunder shall become exercisable in its entirety as of the date of such termination. As used herein, “Good Reason” shall mean the occurrence of any of the following: (i) a material breach by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, its Affiliates (or (yany successor thereto) 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 Agreement or any employment agreement to which Participant is a party; (ii) a material reduction 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 retirementauthority, duties and responsibilities; or (iii) the Company requires the Participant to permanently relocate by more than 50 miles from the existing LSI Cincinnati location as a condition of his employment. Any portion If the Participant does not terminate his employment within 60 days after the first occurrence of this RSU Award as the circumstances giving rise to which Good Reason, then the vesting requirements of this Section 2 Participant will be deemed to have been satisfied shall be payable in accordance waived such right to terminate for Good Reason with Section 5 hereofrespect to such circumstances.

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 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: (i) for each Participant (other than the Termination Chief Executive Officer of the ParticipantCompany), one-half of one percent (0.5%) of the sum of the Company’s employment without Causetotal operating income for the Performance Period (calendar years 2016, or 2017 and 2018), as determined by the Committee in accordance with the Plan. (ii) if Participant was the Disability or death Chief Executive Officer of the Participant during Company on or after the Restriction Period Grant Date, the limit specified in subsection (i) above shall be one and prior to any termination one-half percent (1.5%) 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 calendar years 2016, 2017 and 2018), 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 Committee in accordance with this Section 2(c) shall immediately be forfeitedthe Plan. (diii) The Committee may“Operating income” for purposes of clauses (i) and (ii) above shall be calculated excluding the effect of changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in its sole discretionnature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, provide thatall as determined by U.S. generally accepted accounting principles (“GAAP”); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, upon as most accurately determined either at the retirement time of the Participant acquisition (through projections made at that time and accepted by the Committee), or at year end; and foreign exchange gains or losses, all 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 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 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 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 Majority Investor as of such Applicable Class B Valuation Date equals or exceeds 25%; provided that if the IRR of the Majority Investor as of the 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 Majority Investor 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 Majority Investor as of such Accelerated Valuation Date equals or exceeds 25%; provided that if the IRR of the Majority Investor 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 Majority Investor 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 Majority Investor 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 Majority Investor as of a preceding Applicable Class B Valuation Date was 15% and the IRR of the Majority Investor 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 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 Majority Investor 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 Majority Investor 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 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 Majority Investor 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 Majority Investor 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 Majority Investor is 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 Majority Investor 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 Majority Investor 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 Majority Investor in respect of all sales of equity securities of the Restriction Period, Company by the total number of days Majority Investor through and including such Accelerated Valuation Date (and in the Restriction Periodevent that the Majority Investor has not sold all of its 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 Majority Investor would sell its 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 Majority Investor in respect of time beginning its Ordinary Shares through such Accelerated Valuation Date). The IRR of the Majority Investor on an Accelerated Valuation Date that arises as a result of a Listing shall be determined assuming that the Majority Investor will receive Cash Inflows on such Accelerated Valuation Date with respect to all of its 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 its 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 Majority Investor 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 Majority Investor 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 Majority Investor 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)Majority Investor 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 Share 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: (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 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 amount of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 134, and the Participant’s rights to such vested amount 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 amount of 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. Prior to the issuance of any Shares or payment of any cash in settlement of any Restricted Share 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 the Company dies or terminates employment on account of a Subsidiary until Disability before the end of the Performance Period. , the Participant shall vest in the Restricted Share Units granted under Section 2 of this Agreement (band, 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) Except and the Participant’s rights to such vested Restricted Share 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 date of death or any Subsidiary terminates prior to the end termination of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyemployment on account of a 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 Causewith 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 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) 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 of the Company is terminated. (d) Except as provided in Section 3(b) or (c) above, 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) 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 any of its Affiliates through February 27, 2018 (the “Specified Date”), the Units shall become vested based upon the Company’s “Total Shareholder Return” (as defined below) relative to the Total Shareholder Return of the “Peer Companies” (as defined below) from January 1, 2015 until December 31, 2017 (the “Measurement Period”) in accordance with the following table (the “Relative Total Shareholder Return”): Threshold Below the 35th Percentile 0% Target 50th Percentile 100% Maximum 80th Percentile or higher 200% If the Company’s Relative Total Shareholder Return over the Measurement Period is between the levels set forth above, then the percentage of the Units that will become vested and payable will be ratably interpolated. If the Relative Total Shareholder Return at the end of the Performance PeriodMeasurement Period is below the 35th percentile, then all Units shall be forfeited immediately and automatically and the Participant will have no further rights with respect thereto. (b) Except as otherwise provided In the event the Participant’s employment is terminated by Sections 2(c)reason of (i) Disability, 2(d(ii) death, or 3 hereof, if the employment of the Participant (iii) by the Company or any Subsidiary terminates prior without Cause other than within two years following a Change in Control, then the Units, will be prorated based on the number of days the Participant was employed by the Company during the Measurement Period, and such prorated Units 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 termination of employment based on the attainment of the Restriction applicable Relative Total Shareholder Return for the full Measurement Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon If prior to the date the Units otherwise vest and within two years following a Change in Control the Participant’s employment is terminated either by the Company without Cause or by the Participant due to a resignation with Good Reason (i) the Termination as defined in Section 18), any of the Participant’s employment without Cause, or then outstanding Units (iiincluding any pro-rated Units that remain outstanding pursuant to Section 2(b) the Disability or death of the Participant during the Restriction Period and above) will vest immediately prior to any termination such event as if the Target vesting level was attained. (d) 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 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 or any Unit that does not specifically remain outstanding pursuant to Section 2(b) or 2(c) will then be forfeited immediately and automatically and the Participant will have no further rights with respect thereto. The foregoing sentence shall apply notwithstanding anything to the contrary in the terms of the Letter Agreement between the Company and Participant dated October 23, 2009, as amended, concerning the impact on long-term incentive awards of the cessation of Mr. Brondeau’s service after both (i) December 31, 2015 and (ii) the Board of Director’s approval of a “definitive succession plan”. (e) The application of Sections 2(b)(iii) and 2(c) 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, the Units will be forfeited as to which of the vesting requirements effective date of this Section 2 the cessation of the Participant’s employment and the Participant will have been satisfied shall be payable in accordance no further rights with Section 5 hereofrespect thereto.

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 Provided 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 performance-based vesting conditions set forth on Exhibit A are satisfied on or as of which shall be the number end of days any fiscal quarter prior to the relevant vesting date identified in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, this Section and (B) the denominator Grantee remains in continuous service as an Employee, Officer or Director from the Grant Date to the relevant vesting date, and unless vesting occurs earlier pursuant to subsections (ii) and (iii) below, 25% of which the RSUs (rounded to the nearest whole unit) granted hereunder shall be vest and become nonforfeitable on each of the fifth anniversary and sixth anniversary of the Grant Date and the remaining 50% of the RSUs granted hereunder shall vest and become nonforfeitable on the seventh anniversary of the Grant Date. (xii) if the Participant was employed by the Company or a Subsidiary Notwithstanding subsection (i) above, vesting of any then unvested RSUs shall occur on the first day to occur 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 following dates without regard to the period of time beginning conditions set forth on Exhibit A; provided the first day of Grantee continues to serve as an Employee, Officer or Director from the Grant Date to such continuous employment and ending on date that: (A) the last day of Grantee terminates serving as an Employee, Officer or Director due to Disability; or (B) the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedGrantee terminates serving as an Employee, Officer or Director due to death. (diii) The Committee may, may in its sole discretion, provide that, upon discretion accelerate the retirement vesting of the Participant (as determined by the Committee in its sole discretion), all or part any 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 any outstanding unvested RSUs prior to the effective date expiration of the Participant’s retirement. Any portion of this RSU Award as periods provided in subsection (b)(i) above without regard to which the vesting requirements of this Section 2 have been satisfied conditions set forth on Exhibit A. (iv) All vested RSUs shall be payable settled or paid in accordance with Section 5 hereof2(e).

Vesting. Except Once granted, each Option shall vest in accordance with the following schedule, if as may otherwise of each such date Executive is, and has been, continuously since the date hereof Employed by the Company: Cumulative Percentage Date of Option Vested ------------------ --------------------- December 31, 2002 33.3% December 31, 2003 66.7% December 31, 2004 100.0% If Executive ceases to be provided Employed by Section 25: (a) Subject the Company on any date other than a date set forth on the schedule above prior to compliance with Section 13December 31, 2004, the Restricted Stock Units under this RSU Award cumulative percentage of each Option to become vested shall vest only be determined on a pro rata basis according to the number of days elapsed since the prior date set forth on the schedule above (ior, if prior to December 31, 2002, since the Effective Date) and any portion of such Option that was not vested on such date on which Executive ceased to be Employed by the Company shall be deemed unvested (except as provided in Section 3 hereofsubparagraphs (i) through (iv) below). Notwithstanding the foregoing: (i) the unvested portion of each Option shall become fully vested upon the consummation of a Sale of the Company if as of such date, Executive is, and since the Effective Date has been, continuously Employed by the Company through the date of the consummation of such Sale of the Company, (ii) if the Company effects a pro rata redemption of any portion of its outstanding Series A Preferred or the Series B Preferred owned by the Investors, the Option for such series of stock will vest immediately prior to such redemption to the extent needed so that the Performance Goals are satisfied percentage of the Option that has vested on a cumulative basis with respect to such series shall be equal to the cumulative percentage of Series A Preferred or Series B Preferred, as provided in Schedule Aapplicable, owned by such Investors (determined based on the highest number of shares of such series that were ever issued and outstanding and owned by the Investors as compared to the aggregate shares of such series that have been redeemed by the Company) that is being redeemed (or has been redeemed) by the Company. For the avoidance of doubt, this Section 6(ii) shall not apply to any redemptions of Series A Preferred or Series B Preferred that the Company undertakes pursuant to any purchase or repurchase rights it has or may have upon the termination of employment of any current or former employee of the Company or any of its Subsidiaries; (iii) if Publishing terminates Executive's Company Employment without Cause on a date following execution of the definitive agreement providing for a Sale of the Company, Executive has since the Effective Date and until such Termination been continuously Employed by the Company, and a Sale of the Company is consummated within 9 months following such Termination and on substantially the terms and with the purchaser(s) set forth in such agreement as in effect prior to such Termination, then the unvested portion of each Option shall become fully vested upon the consummation of such Sale of the Company; and (iiiv) except if Publishing terminates Executive's Company Employment without Cause, Executive ceases to be Employed by the Company on account of his resignation for Good Reason, or Executive ceases to be Employed by the Company as otherwise provided in Sections 2(ca result of the death or Incapacity of Executive, the portion of each Option which would have vested solely on account of the passage of time (and not any vesting which would have occurred upon the happening of any other event) during the 12 month period following such Termination on the pro rata basis described above shall become immediately vested (with any remaining unvested portion of such Option expiring and being forfeited), 2(d) or 3 hereof. (For example, if such Termination should occur on April 30, 2003, Executive's employment shall, for purposes of the Participant remains continuously first two sentences of this Section 6, be deemed to have been terminated on April 30, 2004 with the result that the cumulative percentage of Options which would have vested through April 30, 2004, pursuant to the above table, shall be deemed vested, but if there is a consummation of a Sale of the Company during such 12-month period, Executive will not get the benefit of subsection (i) above (i.e., will not get full vesting) and Executive shall not be considered as being employed by the Company or a Subsidiary until the end of the Performance Periodduring such 12-month period for any purpose other than such 12-month advanced vesting. (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: 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 _______ (_) successive anniversaries 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 condition set forth in Section 3(c) is not satisfied 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 with Section 13, the Restricted Stock The Partnership Units under this RSU Award shall vest only become vested as follows: (i) except as provided in Section 3 hereofforty percent (40%) of the Partnership Units shall become vested on February 23, to the extent that the Performance Goals are satisfied as provided in Schedule A, and 2024; (ii) except as otherwise twenty percent (20%) of the Partnership Units shall become vested on February 23, 2025; (iii) twenty percent (20%) of the Partnership Units shall become vested on February 23, 2026; and (iv) twenty percent (20%) of the Partnership Units shall become vested on February 23, 2027 (each such date, 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 Employer through, and has not given or received a Subsidiary until the end notice 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 such employment as of, the applicable Vesting Date. For the avoidance of doubt, the Participant’s employment with the Company or any Subsidiary, Employer shall be deemed to have terminated upon (i) the number of Restricted Stock Units, if any, payable under this RSU Award shall equal date the number of Restricted Stock Units that otherwise would be paid, if any, following Participant provides the Restriction Period (based on the achievement Employer with notice of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, Participant’s intent to terminate the Participant’s employment with the Employer or (Aii) the numerator date the Employer provides the Participant with notice of which shall be its intent to terminate the number of days Participant’s employment with the Employer. (b) If the Participant’s employment with the Employer is terminated by the Employer for Cause or by the Participant without Good Reason (each as defined in Section 8 hereof) or, in the Restriction Period during which the Participant was continuously employed case of a termination covered by the Company or a SubsidiarySection 2(c) hereof, and (B) the denominator of which shall be (x) if the Participant was employed engages in Detrimental Activities (as defined in Section 8 hereof), then any unvested Partnership Units shall be forfeited without the payment of any consideration with respect thereto. (c) If the Participant’s employment with the Employer is terminated (i) by the Company or a Subsidiary on Employer without Cause, (ii) by the first day of the Restriction Period, the total number of days in the Restriction Period, Participant for Good Reason or (yiii) in all other cases, the total number of days within the Restriction Period equal due to the period of time beginning on Participant’s Disability (as defined in Section 8 hereof), then any unvested Partnership Units shall continue to vest under the first day of such continuous employment and ending on schedule set forth in Section 2(a) hereof; provided that the last day of the Restriction Period. The remaining portion of this RSU Award that Participant does not vest engage in accordance with this Section 2(c) shall immediately be forfeitedDetrimental Activities through the applicable Vesting Date. (d) The Committee mayIf the Participant’s employment with the Employer is terminated due to the Participant’s death, then any unvested Partnership Units shall immediately vest. (e) If a Change in its sole discretion, provide that, upon the retirement of the Participant Control (as determined defined in Section 8 hereof) occurs and the Participant’s employment with the Employer is terminated by the Committee in its sole discretion), all Employer without Cause 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 Participant for Good Reason on or within twelve (12) months after the effective date of the ParticipantChange in Control, then any unvested Partnership Units shall immediately vest. (f) The Partnership Units are Qualifying Equity covered under the Company’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 hereofRetirement Policy.

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, Sections 3(b) and 3(c) below and to the extent that not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Goals are satisfied Period (as provided in Schedule defined below) and certification of performance by the Committee, but no later than March 15, 2024 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2021 and ending on December 31, 2023 (iithe “Performance Period”) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed certified by the Company or a Subsidiary until Committee following the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment . The number of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award Units that 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 vest 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 Shares that shall equal become issuable on the Date of Issuance shall be determined as set forth on Appendix A. The number of Units vesting and the number of Restricted Stock Units Shares that otherwise would be paid, if any, following the Restriction Period (based shall become issuable on the achievement Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Goals Period is less than or equal to zero, as determined under Section 1(b)), multiplied by a fraction, (A) the numerator provided on Appendix A. The number of which shall be Units vesting and 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 Shares that shall be (x) if the Participant was employed by the Company or a Subsidiary become issuable on the first day Date 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 Issuance shall also be subject 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 reduction in accordance with section 12(b) below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the award as provided in Section 6 below. All Units, including your rights thereto and to the underlying Shares, which do not vest on or before the Date of Issuance, as provided in this Section 2(c) 3, shall immediately be forfeited. forfeited as of such Date of Issuance (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 extent not previously forfeited 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 hereofherein).