Common use of Vesting Clause in Contracts

Vesting. (a) The RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.

Vesting. (a) The RSUs Restricted Stock shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the vesting schedule attached hereto as Exhibit “Vesting ScheduleA”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule The Restricted Stock granted to Recipient shall be rounded down subject to Recipient’s continuing service as a director of the nearest whole number Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting Restricted Stock that are unvested on the effective date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to of Recipient’s termination as the “Vesting Date”), a director of the Company shall settle be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the vested portion effective date of Recipient’s termination as a director of the RSUs and shall therefore, subject Company. In the event of Recipient’s termination as a director of the Company prior to the payment end of any taxes pursuant to Section 8(b)the Compensation Period, issue and deliver (i) Recipient shall promptly return to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). AlternativelyCompany, the Board maystock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, in its sole discretiontogether with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, elect (ii) the stock certificate representing the total number of Restricted Shares granted to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment Recipient shall be equal cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the fair market value (as determined by the Board) number of the RSU Shares shares of Restricted Stock that were vested as of the Vesting Date less an amount equal to any federal, state, local and other taxes effective date of any kind required to be withheld with respect to the vesting Recipient’s termination as a director of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will Company, which shall be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, Recipient promptly upon receipt thereof by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationCompany.

Vesting. (a) The RSUs shall vest in accordance with performance period for the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule PRSUs shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date period beginning January 1, 2024 and ending on December 31, 2026 (or, if applicableearlier and as otherwise provided in this Agreement, an earlier vesting date the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to Section 3(b) belowsuch criteria (the date of such determination, which, in such event, shall also be hereinafter referred to as the “Vesting Determination Date”), . As soon as reasonably practicable following the Company shall settle the vested portion Determination Date (but no later than March 15th of the RSUs and shall therefore, subject to year following the payment year in which the end of any taxes pursuant to Section 8(bthe Measurement Period occurs), issue all earned and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment vested PRSUs shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such datesettled. (b) Notwithstanding In the provisions of Section 10(b) event of the Plan or Section 3(a) above, in the event occurrence of a Change in Control Eventduring the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control Event also constitutes a Reorganization Event shall be the last day of the Measurement Period, (as defined x) the Participant shall earn and vest in the Plan) and Target PRSUs as of the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; andas if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If either the Participant’s employment with the Company terminated before the Change in Control Event is also a Reorganization Event and these RSUs are assumed by the Company on account of the Participant’s death or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Eventdisability, then in either case these RSUs shall continue to vest in accordance with (w) the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the effective date of the consummation of the Change in Control Eventshall be the last day of the Measurement Period, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by (x) the Participant or is terminated without Cause by shall earn and vest in the Company or Pro Rata Portion (pursuant to Section 6(b)) of the Acquiring CorporationTarget PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3 or Section 6 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The RSUs or any cash payment extent to which the Grantee’s interest in lieu the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of RSU Shares will the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be delivered to based upon the Participant Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as soon as practicable following each Vesting defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, but “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in any event within 30 days of such dateaccordance with GAAP. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Bonus, if any, that becomes vested and non-forfeitable at the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs Measurement Date shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest be determined in accordance with the Vesting Schedule; provided, however, that these RSUs following schedule: (c) The Bonus shall immediately become vested and non-forfeitable in full ifaccordance with this Section 2, on or prior subject to the first anniversary Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the date Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the consummation Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Change in Control EventPerformance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Participant’s employment Company and the Grantee. The Grantee shall not be entitled to any claim or other relationship as an Eligible Participant with the Company recourse if any action or the Acquiring Corporation is terminated for Good Reason inaction by the Participant Company, or is terminated without Cause by any other circumstance or event, including any circumstance or event outside the Company control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the Acquiring Corporationsatisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) The RSUs shall vest Participant will become vested in accordance the SARs awarded pursuant to this grant according to the following vesting schedule, provided Participant does not incur a termination of employment or service with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first applicable vesting date (the “Vesting Date”): Vesting Date SARs Vesting First anniversary of Date of Grant 1/3 Second anniversary of Date of Grant 1/3 Third anniversary of Date of Grant 1/3 The vesting of the SARs is cumulative, but shall not exceed 100% of the SARs subject to this Agreement. Participant’s SARs shall become fully vested if Participant is employed by, or providing service to, the Company on the third anniversary of the date Date of Grant. In the event that the Participant’s dies or becomes disabled (as defined under section 409A(a)(2)(C) of the consummation Internal Revenue Code (the “Code”)) while employed by, or providing services to, the Company, Participant shall be deemed fully vested in all shares awarded under this Agreement. (b) If Participant’s employment or service with the Company terminates for any reason other than death or disability prior to Participant vesting in any of the Change SARs as provided in Control Eventsubparagraph (a), the SARs that are not vested as of Participant’s termination of employment or service shall terminate and Participant shall not have any exercise rights with respect to such unvested SARs. (c) The above notwithstanding, in the event that Participant’s employment or service with the Company is terminated for “cause” or “willful misconduct,” as defined under the terms of the Participant’s employment or other relationship services agreement (if applicable); or as an Eligible Participant with determined in the Company or sole and absolute discretion of the Acquiring Corporation is terminated for Good Reason by Company, the Participant shall forfeit the right to exercise any vested SARs and the right to settlement of exercised SARs. Additionally, in the event that Participant engages in any conduct in violation or is terminated without Cause by post-employment or post- services covenants or obligations to the Company or Company, the Acquiring CorporationParticipant shall forfeit the right to exercise any vested SARs and the right to settlement of exercised SARs.

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3 or Section 6 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The RSUs or any cash payment extent to which the Grantee’s interest in lieu the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of RSU Shares will be delivered the performance goal specified in this Section 2 (the “Performance Goal”), subject to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateSection 3. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and nonforfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in the Planbelow) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest be determined in accordance with the Vesting Schedule; providedfollowing schedule, howeverusing linear interpolation, that these RSUs as certified by the Committee: (c) The applicable portion of the Restricted Stock Units shall immediately become vested and non-forfeitable in full ifaccordance with this Section 2, on or prior subject to the first anniversary determination and written certification that the corresponding Performance Goal and all other conditions for the vesting of the date Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the consummation Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Change in Control EventCompany for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Participantdetermination and written certification may be made by such Grantee’s employment divisional Executive Vice President or other relationship as an Eligible Participant with Chief Executive Officer, by the Chief Operating Officer of the Company or the Acquiring Corporation is terminated for Good Reason by the Participant President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or is terminated without Cause such Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the 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 Company Company, or any other circumstance or event, including any circumstance or event outside the Acquiring Corporationcontrol of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. (a) The RSUs One-sixth of the Performance Awards shall vest on the Effective Date and on each of December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024, in accordance each case, so long as Executive remains continuously employed by the Company from the Effective Date through each such vesting date. Upon a termination of Executive’s employment with the Vesting Schedule set forth in Company by the Notice Company for Cause, Executive will forfeit without consideration all vested (but unpaid) and unvested portions of Grant (the “Vesting Schedule”). Any fractional shares resulting Performance Awards and all rights arising from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUsPerformance Awards and from being a holder thereof. Upon each Vesting Date a termination of Executive’s employment with the Company by the Company without Cause or as a result of a Resignation for Good Reason prior to December 31, 2024, (or, i) if applicable, an earlier vesting date pursuant to Section 3(b) such termination is on or within 12 months following a Change of Control (as defined below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested any unvested portion of the RSUs Performance Awards shall become fully vested; (ii) if such termination is prior to a Change of Control or more than 12 months following a Change of Control, one-sixth of the Performance Awards shall become fully vested; (iii) after giving effect to the foregoing clauses (i) and shall therefore(ii), Executive will forfeit without consideration all remaining unvested portions of the Performance Awards and all rights arising from such unvested portions of the Performance Awards and from being a holder thereof; and (iv) Executive will retain all vested portions of the Performance Awards subject to the payment terms and conditions set forth herein and in the applicable award documentation. The accelerated vesting described in this paragraph shall be subject to Executive’s timely execution (and non-revocation in any time provided to do so) of any taxes pursuant to Section 8(b), issue and deliver a release of claims in a form reasonably satisfactory to the Participant one share Company. For the avoidance of Common Stock doubt, upon a termination of Executive’s employment with the Company as a result of Executive’s resignation other than a Resignation for each RSU that vests on such Vesting Date (the “RSU Shares”). AlternativelyGood Reason or Executive’s death or disability, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares Executive will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If forfeit without consideration all unvested portions of the Change in Control Event also constitutes Performance Awards and all rights arising from such unvested portions of the Performance Awards and from being a Reorganization Event (as defined in the Plan) holder thereof and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either retain all vested portions of the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior Performance Awards subject to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationterms and conditions set forth herein.

Vesting. (a) The RSUs Option shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event Applicable Percentage (as defined herein) of Option Shares if and only so long as Executive is and has continued to be employed by the Company or any of its Subsidiaries through such vesting date. The Applicable Percentage shall mean that the Option shall vest over five (5) years with 20% of the Option Shares vesting on the first anniversary of the effective date of the Employment Agreement and 1/60th of the Option Shares vesting on a monthly basis thereafter until the Option is 100% vested (i.e., over four years). Notwithstanding anything to the contrary herein, the Applicable Percentage shall not increase once the Executive ceases to be employed by the Company or its Subsidiaries except and solely to the extent provided in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting ScheduleEmployment Agreement; provided, however, that these RSUs shall immediately become vested in full if, on if Executive’s continuous service with the Company or its Subsidiaries is involuntarily terminated without Cause prior to the first anniversary of the effective date of the consummation Employment Agreement, the Option shall be 20% vested as of the Change termination date. (b) Until such time as the Option has expired pursuant to this Agreement, Executive may exercise the Option pursuant to Section 2 above whether or not such Option has vested pursuant to subsection (a) above: provided that Executive shall enter into a restricted stock agreement with respect to such Option Shares in Control Eventform and substance satisfactory to the Board in its sole discretion (it being understood that such restricted stock agreement will provide, among other things, that the Option Shares issued in respect of the unvested portion of the Option will continue to be subject to vesting (pursuant to the same vesting schedule as provided in subsection (a) above), the Participantuntested Option Shares shall be subject to repurchase at the lower of Original Cost and Fair Market Value and Executive shall grant a proxy to give to Parthenon the vote for all of the unvested Option Shares in Parthenon’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationsole discretion.

Vesting. The bonus amount to be paid hereunder will vest and become payable upon final determination of the amount to be paid by the Corporation and the Committee, provided, however, that if such determination is made by the Committee prior to the Corporation’s filing with the Securities and Exchange Commission (“SEC”) of its annual report on Form 10-K that relates to the financial results for the applicable Performance Period, then the bonus amount to be paid hereunder will not vest and become payable until after such filing is complete. Notwithstanding the foregoing, all unvested Awards (and a bonus payment at Recipient’s Bonus Opportunity) shall immediately vest and become payable upon the occurrence of the following: (a) The RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice termination of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion Recipient’s employment by reason of the RSUs and shall therefore, subject to the payment death or Disability of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date.Recipient; or (b) Notwithstanding Recipient’s employment is terminated by the provisions of Section 10(b) of the Plan or Section 3(a) above, Corporation in the event anticipation of a Change in of Control, or (c) Recipient is employed by the Corporation or an affiliate thereof at the time a Change of Control Event:occurs, and at any time during the 18-month period following such Change of Control (provided that the bonus payment provided for hereunder shall have not already become due and been paid): (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, Recipient’s employment is terminated by the Acquiring CorporationCorporation or an affiliate thereof for any reason other than for death, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; andDisability or Cause, or (ii) If either Recipient terminates his/her employment for Good Reason within one year following the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or initial existence of the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue conditions giving rise to vest in accordance with the Vesting Schedulesuch Good Reason; provided, however, that these RSUs shall immediately become vested in full if, on or the event any of the foregoing triggering events occurs after the end of the Performance Period but prior to the first anniversary vesting of the date Awards, then the amount of the consummation bonus payment to Recipient shall be the amount that would be due hereunder based on the performance of the Change Recipient’s Reporting Unit calculated in Control Event, the Participant’s employment or other relationship as an Eligible Participant accordance with the Company or Bonus Percentages set forth in Schedule A hereto (i.e., it shall not be paid at Recipient’s Bonus Opportunity, but shall be paid based on the Acquiring Corporation is terminated Total Bonus Percentage for Good Reason Recipient’s Reporting Unit multiplied by Recipient’s Bonus Opportunity), and such award shall not vest and become payable until final determination of the amount to be paid by the Participant or Corporation and the Committee (or, if such determination is terminated without Cause by made prior to the Company or Corporation’s filing with the Acquiring CorporationSEC of its annual report on Form 10-K that relates to the financial results for the applicable Performance Period, then after such filing is complete).

Vesting. (a) The RSUs Restricted Stock Units shall vest in full on the first to occur of: (i) second anniversary of the Grant Date, provided the Grantee continues to be employed by, or provide service to, the Company through such date: (i) the Grantee’s death; (ii) the Grantee’s Disability; (iii) the effective date of a Change in Control Event, and (iv) the date determined in accordance with the Vesting Schedule set forth in the Notice provisions of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter below (the applicable date is referred to as as, the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a(a) above, the Grantee’s Employment Agreement with the Company sets forth certain terms and conditions under which the Grantee’s equity or equity-based awards from the Company, including this Grant, may vest on an accelerated basis in the event the Grantee ceases to be employed by, or provide service to, the Company under various specified circumstances. The terms and provisions of the Employment Agreement (including any conditions, restrictions or limitations governing the accelerated vesting of the Restricted Stock Units as they apply to this Grant) are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement. However, no such accelerated vesting shall occur if such accelerated vesting is prohibited by the terms of Section 2 of this Agreement. (c) If a Change in Control Event: (i) If Event occurs while the Grantee is employed by, or providing service to, the Company, the Restricted Stock Units subject to this Grant at the time of the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full will vest immediately prior to such the closing of the Change in Control Event; and (ii) If either . The shares subject to vested Restricted Stock Units shall be converted into the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or right to receive the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior same consideration per share of Company Stock payable to the first anniversary other shareholders of the date of Company upon the consummation of the Change in Control Event and such consideration shall be distributed to the Grantee within fifteen (15) business days following the effective date of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant on such later Repayment Date necessary to comply with the TARP Regulations. (d) If the Grantee ceases to be employed by, or provide service to, the Company for any reason prior to vesting in one or more Restricted Stock Units subject to this Grant, then the Acquiring Corporation is terminated for Good Reason by Grant will be immediately cancelled with respect to those unvested Restricted Stock Units, and the Participant number of Restricted Stock Units will be reduced accordingly. The Grantee shall thereupon cease to have any right or is terminated without Cause entitlement to receive any shares with respect to those cancelled Restricted Stock Units. If the Grantee ceases to be employed by, or provide service to, the Company on account of a termination by the Company for Cause, then this Grant will be immediately cancelled with respect to all the Restricted Stock Units subject to such Grant, whether vested or unvested at the Acquiring Corporationtime, and the Grantee shall thereupon cease to have any right or entitlement to receive any shares under this Grant and the cancelled Restricted Stock Units.

Vesting. (a) The RSUs shall vest in accordance with Provided the Vesting Schedule Grantee meets any applicable vesting requirements set forth in this Stock Option Agreement, and provided that the Notice Stock Price Hurdle (as defined below) is met, except as set forth in Sections 3 and 5 below, the Option awarded under this Stock Option Agreement shall vest as follows: (subject to achievement of the Stock Price Hurdle) 3rd Anniversary of the 50% of the shares Date of Grant 4th Anniversary of the Remaining 50% of the shares Date of Grant (b) Notwithstanding the foregoing, the Option will only vest if the closing price of the Company’s Common Stock on the New York Stock Exchange equals or exceeds $4.90 per share for ten consecutive trading days ending on or after June 6, 2015 (the “Vesting ScheduleStock Price Hurdle”), except as provided in Sections 3 and 5 below. Any If the Stock Price Hurdle has not been met on the third anniversary of the Date of Grant, the Option with respect to 50% of the shares will vest on the first date after the third anniversary on which the Stock Price Hurdle is met, provided the Grantee remains employed by the Company or a Subsidiary through the applicable vesting date. If the Stock Price Hurdle has not been met by the fourth anniversary of the Date of Grant, the Option with respect to the remaining 50% of the shares will vest on the first date after the fourth anniversary on which the Stock Price Hurdle is met, provided the Grantee remains employed by the Company or a Subsidiary through the applicable vesting date. The Stock Price Hurdle must be met by June 5, 2022 in order for the Option to vest under this Section 2. (c) If the vesting schedule above would produce a fractional shares resulting from share, the application portion of any percentages used in the Vesting Schedule Option that is exercisable shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date share. (ord) Except as provided in Sections 3, if applicable, an earlier vesting date pursuant to Section 3(b) 4 and 5 below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested no portion of the RSUs Option will vest after the Grantee’s employment with the Company and shall therefore, subject to the payment of its Subsidiaries has terminated for any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”)reason. Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in In the event of a Change in Control Event: (i) If any termination of employment, the Change in Control Event also constitutes a Reorganization Event (as defined in Grantee will forfeit the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary portion of the Option that does not vest either before the termination date of or on the consummation of the Change applicable date designated in Control EventSections 3, the Participant’s employment 4 or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation5.

Vesting. 3.1 Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, and further provided that any additional conditions and performance goals set forth in Appendix A (aattached hereto) The RSUs shall have been satisfied, the Restricted Stock Units will vest and no longer be subject to any restrictions in accordance with the Vesting Schedule set forth 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 Sections 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 Participant under this Agreement. 3.3 If the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Notice Participant’s written employment agreement with the Company), a pro-rated portion of Grant (the “Vesting Schedule”). Any fractional shares resulting from Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the application last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed provided the Participant continues to comply with the terms of any percentages used confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Vesting Schedule Participant’s written employment agreement with the Company), the Restricted Stock Units shall be rounded down immediately become vested based on Target performance. 3.6 For purposes of this 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 nearest whole Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. 3.7 If the Participant’s Termination of Service occurs as a result of Participant’s death or Disability (as defined below), a pro-rated portion of the Restricted Stock Units shall immediately become vested at Target Performance Level (regardless of the Company’s performance), based on the number of RSUs. Upon each Vesting Date days during the Performance Period that the Participant was employed with the Company, as applicable, provided the Participant (oror Participant’s estate, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, executes and delivers a general release of claims in such event, shall also be hereinafter referred to as the “Vesting Date”), favor of the Company shall settle the vested portion of the RSUs and shall therefore, subject in a form satisfactory to the payment Company and such release becomes effective and non-revocable prior to the 90th day following the Participant’s Termination of Service date. For purposes of this 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 engage in any substantial gainful activity by reason of any taxes pursuant medically determinable physical or mental impairment that can be expected to Section 8(b)result in death or can be expected to last for a continuous period of not less than 12 months, issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions Participant is, by reason of Section 10(b) 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 Plan or Section 3(a) aboveCompany, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs nothing contained herein shall immediately become vested in full if, on or prior to the first anniversary be construed as permitting a violation of the date Americans with Disabilities Act or similar law prohibiting discrimination on the basis of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationa disability.

Vesting. All of the Restricted Stock Units shall initially be unvested. Twenty-five percent (a25%) The RSUs of the Restricted Stock Units (rounded up to the nearest whole number) shall vest on the first anniversary of the date of this Agreement and on each of the next three (3) successive anniversaries thereof (each such anniversary, a “Vesting Date”) unless previously vested or forfeited in accordance with the Vesting Schedule set forth in the Notice of Grant Plan or this Agreement (the “Normal Vesting Schedule”). . (i) Any fractional shares resulting from Restricted Stock Units that fail to vest because the application of any percentages used in the Vesting Schedule employment condition is not satisfied shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall thereforeforfeited, subject to the payment of any taxes pursuant to Section 8(bspecial provisions set forth in Subsections 3(a)(ii) through 3(a)(iv), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (bii) Notwithstanding the provisions of Section 10(b) of the Plan If Participant’s employment terminates due to death or Section 3(a) above, Permanent Disability or in the event of a Change in Control Event: (i) If where the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary holders of the date 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. With respect to any of the Restricted Stock Units that constitute “deferred compensation” as defined under Code Section 409A, for purposes of this Section 3(a)(ii) and any acceleration of the Restricted Stock Units upon a Change in Control, a Change in Control Eventshall be deemed to occur only if, in addition to the requirements set forth in the Plan, the Participant’s Change in Control also meets the requirements of IRS Reg. §1.409A-3(i)(5), to the extent necessary to avoid the imposition of taxes thereunder. (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), Participant terminates employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant Reason, or is terminated by the Company without Cause Cause, Restricted Stock Units not previously vested shall immediately become vested. (iv) In the event of Participant’s Retirement, the Compensation Committee may determine, in its sole discretion, whether and the manner in which Restricted Stock Units not previously vested (or any portion thereof) shall be vested and be settled pursuant to Section 3(d). In the absence of Compensation Committee action, upon such Retirement, the Restricted Stock Units which have not vested as of the date of such termination shall vest pro-rata as of the date of Participant’s Retirement. All such Restricted Stock Units which shall have not vested as a result of such Retirement shall be immediately and automatically forfeited without consideration of any kind and to the extent that the date Participant first becomes eligible for Retirement and the vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified deferred compensation, subject to the requirements of Code Section 409A unless an exemption under the treasury regulations is available. The number of unvested Restricted Stock Units that shall vest pro-rata upon Retirement (absent action to the contrary by the Compensation Committee) described in the penultimate sentence of the foregoing paragraph of this Section 3(a)(iv) shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that Participant was employed by the Company or one of its Subsidiaries since the Acquiring Corporationmost recent Vesting Date or if no Vesting Date has yet occurred the number of months since the Date of Grant, by 48, by (B) the number of Restricted Stock Units subject to this Agreement.

Vesting. Except as otherwise provided in this Grant Agreement, this Option (ato the extent not previously exercised) The RSUs shall vest may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the Vesting Schedule following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: First annual anniversary of the Date of Grant One-third of the total number of Shares set forth in on Exhibit A Second annual anniversary of the Notice Date of Grant (One-third of the “total number of Shares set forth on Exhibit A Third annual anniversary of the Date of Grant Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Schedule”). Any fractional shares resulting from Date, the application number of any percentages used in Shares with respect to which the Vesting Schedule Option may be exercised shall be rounded down to the nearest whole number number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of RSUsthe Company or any of its Subsidiaries. Upon each Vesting Date Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (or1) the date the Option terminates and is canceled in accordance with this Grant Agreement, if applicable, an earlier vesting (2) the expiration date pursuant to Section 3(b) below, which, set forth in such event, shall also be hereinafter referred to as Exhibit A (the “Vesting Expiration Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board3) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of on which the consummation of the Change in Control Event, the ParticipantOptionee’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation any of its Subsidiaries is terminated for Good Reason by “Cause” (as defined below), or (4) the Participant or is terminated without Cause by date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the Acquiring Corporation.following terms shall have the assigned meanings:

Vesting. (a) The RSUs Except as set forth below, the Restricted Stock Rights to which Grantee is entitled shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant following manner: (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(bi) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion 33% of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Restricted Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that Rights will vest on such Vesting Date solely in RSU Shares (such discretion the first anniversary of the Board to settle in cash shall not apply to a Participant who is subject to Canadian taxDetermination Date, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Boardii) an additional 34% of the RSU Shares as Restricted Stock Rights will vest on the second anniversary of the Vesting Date less an amount equal to any federalDetermination Date, state, local and other taxes of any kind required to be withheld with respect to (iii) the vesting final 33% of the RSUs. The RSUs or any cash payment in lieu Restricted Stock Rights will vest on the third anniversary of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Determination Date, but in any event within 30 days of such date. (b) Notwithstanding Upon Grantee’s Separation from Service due to death, Disability, Retirement, Impaction or Change in Control prior to the provisions end of Section 10(bthe Performance Period, Grantee shall vest in a pro rata portion of the Restricted Stock Rights to which Grantee is entitled at the end of the Performance Period as described in Subsection 13.1(a)(iii)(3) of the Plan Plan. The number of Restricted Stock Rights to which Grantee is entitled hereunder shall be determined at the conclusion of the Performance Period based upon actual performance during the Performance Period. (c) Upon Grantee’s Separation from Service due to death, Disability, Retirement, Impaction or Section 3(aChange in Control after the conclusion of the Performance Period, nonvested Restricted Stock Rights shall become 100% vested in accordance with Subsection 13.1(a)(iii)(3) of the Plan. (d) Upon Grantee’s involuntary or voluntary Separation from Service for any reason other than those set forth in Subparagraphs (b) and (c) above, in the event of a Change in Control Event:Restricted Stock Rights, if not previously vested, shall be canceled and forfeited immediately. (ie) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) Upon Grantee’s Separation from Service for Cause, all nonvested Restricted Stock Rights shall be canceled and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationforfeited immediately.

Vesting. (a) The RSUs shall vest in accordance with performance period for the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule PRSUs shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date period beginning January 1, 2025 and ending on December 31, 2027 (or, if applicableearlier and as otherwise provided in this Agreement, an earlier vesting date the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to Section 3(b) belowsuch criteria (the date of such determination, which, in such event, shall also be hereinafter referred to as the “Vesting Determination Date”), . As soon as ​ ​ reasonably practicable following the Company shall settle the vested portion Determination Date (but no later than March 15th of the RSUs and shall therefore, subject to year following the payment year in which the end of any taxes pursuant to Section 8(bthe Measurement Period occurs), issue all earned and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment vested PRSUs shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such datesettled. (b) Notwithstanding In the provisions of Section 10(b) event of the Plan or Section 3(a) above, in the event occurrence of a Change in Control Eventduring the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control Event also constitutes a Reorganization Event shall be the last day of the Measurement Period, (as defined x) the Participant shall earn and vest in the Plan) and Target PRSUs as of the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; andas if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If either the Participant’s employment with the Company terminated before the Change in Control Event is also a Reorganization Event and these RSUs are assumed by the Company on account of the Participant’s death or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Eventdisability, then in either case these RSUs shall continue to vest in accordance with (w) the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the effective date of the consummation of the Change in Control Eventshall be the last day of the Measurement Period, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by (x) the Participant or is terminated without Cause by shall earn and vest in the Company or Pro Rata Portion (pursuant to Section 6(b)) of the Acquiring CorporationTarget PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The RSUs If Employee remains continuously employed by the Company from the Grant Date through December 31, 2023, this Performance Award shall vest in accordance with Employee on such date at the Vesting Schedule levels set forth in the Notice based upon achievement of Grant the Company performance objectives set forth in the Notice (“Performance Objectives”) during the period commencing on January 1, 2021 and ending December 31, 2023 (the “Vesting SchedulePerformance Period”). Any fractional shares resulting from As soon as administratively practicable after the application end of any percentages used the Performance Period (or such earlier date as set forth in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date Sections 2(b), (orc), if applicable, an earlier vesting date pursuant to Section 3(b(d) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”or (e)), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion Compensation Committee of the Board (“Committee”) shall affirm in writing the extent to settle which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that are vested in cash shall not apply to Employee as a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount result of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateachievement. (b) Notwithstanding If on or after the provisions of Section 10(b) eighteen-month anniversary of the Plan or Section 3(a) above, in Grant Date and prior to the event end of a Change in Control Event: the Performance Period (i) If the a “Change in Control Event also constitutes a Reorganization Event of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the definition of “Change of Control” under the Plan) and of the RSUs are not assumedCompany occurs, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either Employee incurs a “Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the Change definition of “disability” under the Company’s long-term disability plan), or (iii) Employee’s employment terminates due to Employee’s death, this Performance Award shall vest on the earliest of such events at the greater of the “Determined Percentage” (as defined below) and the “target” levels of performance as set forth in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization EventNotice. For this purpose, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, “Determined Percentage” means the percentage of vesting that these RSUs shall immediately become vested in full if, on or prior would have occurred respecting the Performance Award pursuant to the first anniversary Notice as if (1) the last day of the Performance Period was the Determination Date (as defined below) and the Performance Objectives were measured as of such date and (2) the dollar amount levels for “entry,” “target” and “overachievement” with respect to the Performance Objectives relating to the EBITDA Component set forth in the Notice were each prorated by multiplying the applicable dollar amount level by a fraction, the numerator of which is the number of calendar quarters during the period beginning on January 1, 2021 and ending on the Determination Date, and the denominator of which is 12 (such prorated levels being referred to herein as the “Prorated EBITDA Objectives”). As soon as administratively practicable after the date of the consummation applicable vesting event described in clauses (b)(i), (b)(ii) or (b)(iii) above, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that vest as a result of such achievement. As used in this Agreement, the term “Determination Date” means (A) with respect to the TSR Component of the Change in Control EventPerformance Award, the Participant’s employment or other relationship as an Eligible Participant date of the applicable vesting event, and (B) with respect to the EBITDA Component of the Performance Award, the most recently completed fiscal quarter of the Company coincident with or next preceding the Acquiring Corporation is terminated for Good Reason by date of the Participant or is terminated without Cause by the Company or the Acquiring Corporationapplicable vesting event.

Vesting. (a) The RSUs shall vest in accordance with Subject to the terms, conditions, and limitations set forth herein, the Vesting Schedule Date for the Restricted Shares shall occur on [the third anniversary of the effective date of the grant set forth above (and on such date the Restricted Shares shall become 100% vested)], provided that the Grantee is a full-time employee of Atlanticus (or one of its Affiliates) from the Date of Grant through the applicable date [and the performance criteria applicable to the Restricted Shares eligible to vest on such vesting date, set forth in Exhibit A attached hereto, are satisfied]. [Provided that the Notice Grantee is a full-time employee of Grant Atlanticus (or one of its Affiliates) at the time of a “Vesting ScheduleChange in Control,” any Restricted Shares that theretofore have not vested shall immediately vest upon a “Change in Control.”). Any fractional shares resulting from ] Notwithstanding the application foregoing, any Restricted Shares that theretofore have not vested shall immediately vest upon termination by Atlanticus (or its Affiliates) of any percentages used Grantee’s employment other than for Cause or in the Vesting Schedule case of death or Disability of Grantee [provided that the performance criteria applicable to such Restricted Shares have been satisfied at such time]. A transfer of Grantee from Atlanticus to a subsidiary or vice versa shall be rounded down not constitute a termination for these purposes. Upon vesting, Atlanticus shall retain (or if it is not then holding the shares, receive) shares of Common Stock having a Fair Market Value, at the time of vesting, equal to the nearest whole number of RSUs. Upon each Tax Withholding, unless prior to the Vesting Date (or, if applicable, an earlier vesting date pursuant the Grantee has made arrangements satisfactory to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to Atlanticus regarding the payment of any taxes pursuant the Tax Withholding. The Grantee is permitted to make an election under Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board83(b) of the RSU Shares as Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld Code) or under similar laws with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Restricted Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary Section 18.05 of the date of Plan. In the consummation of the Change in Control Eventevent Grantee makes a permissible Section 83(b) election with respect to Restricted Shares, the Participant’s employment or other relationship as an Eligible Participant with Grantee is required to pay the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationtax withholding to Atlanticus in cash.

Vesting. (a) The Subject to the provisions of Sections 3(b) and 3(c) hereof, the RSUs subject to this Award shall vest in accordance with become vested only if each of the Time Vesting Schedule Condition and the Performance Vesting Condition set forth in this Section 3 are satisfied. RSUs that satisfy each of these conditions are referred to herein as “Vested RSUs” and RSUs that have not satisfied both of these conditions are referred to herein as “Unvested RSUs”. (i) Time-based vesting conditions. 100% of the Notice of Grant RSUs shall satisfy the time-based vesting condition (the “Time Vesting ScheduleCondition”). Any fractional shares resulting from ) upon the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date third (or, if applicable, an earlier vesting date pursuant to Section 3(b3rd) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion anniversary of the RSUs and shall thereforeGrant Date hereof, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to incurring a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately Termination prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Scheduledate; provided, however, that these RSUs shall immediately become vested in full if, on or if the Participant incurs a Termination prior to the first third anniversary of the Grant Date and such Termination is also a Good Leaver Termination (as defined below), a portion of the RSUs shall be deemed to have satisfied the Time Vesting Condition, with such portion determining by multiplying the total number of RSUs granted hereunder by a fraction, the numerator of which is the number of months of employment that have elapsed between the Grant Date and the date of such Termination, and the denominator of which is 36. Any RSUs that have not satisfied the Time Vesting Condition as of the date of Termination (after taking into account any accelerated vesting provided in the consummation previous sentence and/or in Section 3(b)), shall immediately expire upon such Termination. For purposes herein, a “Good Leaver Termination” is a Termination that occurs by reason of the Change in Control Event, the a Participant’s employment or other relationship as an Eligible Participant with death; Disability; a retirement by mutual agreement between the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause parties; a Termination by the Company or any of its Subsidiaries other than for Cause; or for any reason deemed a “Good Leaver Termination” by the Acquiring CorporationBoard. (ii) Performance-based vesting conditions. 50% of the RSUs shall satisfy the performance-vesting condition (the “Performance Vesting Condition”), if at all, based on the TSR thresholds set forth in the table below (the “TSR Tranche”), as determined by the Board, and measured from the [Registration Date through the third (3rd) anniversary of the end of the financial quarter immediately preceding the Grant Date]1 (the “Performance Period”); and the remaining 50% of the RSUs shall satisfy the Performance Vesting Condition, if at all, based on the Adjusted EBITDA thresholds set forth in the table below (the “EBITDA Tranche”), as determined by the Board following the conclusion of the Performance Period[; provided, that for purposes of measuring the EBITDA Tranche, the Performance Period shall include the time period between end of the financial quarter immediately preceding the Grant Date through the third (3rd) anniversary of the end of the financial quarter immediately preceding the Grant Date]2. 1 IPO grants only; for subsequent grants, insert “end of the financial quarter immediately preceding the Grant Date through the third (3rd) anniversary of such date. 2 IPO grants only; for subsequent grants, delete bracketed language. With respect to each tranche (considered individually), (i) none of the relevant RSUs shall satisfy the applicable Performance Vesting Condition if the respective Threshold Performance percentage set forth above is not achieved; (ii) 25% of the relevant RSUs shall satisfy the applicable Performance Vesting Condition if the respective Threshold Performance percentage set forth above is achieved; (iii) 100% of the relevant RSUs shall satisfy the applicable Performance Vesting Condition if the respective Maximum Performance percentage set forth above is achieved or exceeded; and (iv) the relevant RSUs shall vest on a straight line interpolation basis if performance exceeds the respective Threshold Performance percentage but does not achieve the respective Maximum Performance percentage. In no event shall more than 100% of the RSUs allocated to particular Performance Vesting Condition be deemed to satisfy such Performance Vesting Condition. The Board shall determine whether the applicable Performance Vesting Condition is satisfied within forty-five (45) days following the end of the Performance Period. To the extent that the Board determines that the Performance Vesting Condition has not been satisfied, the RSUs shall immediately expire (whether or not the Time Vesting Condition is satisfied) and the Participant shall have no further rights under the RSUs.

Vesting. A. The Grantee shall be credited with a number of Restricted Stock Units equal to the Target Number of Restricted Stock Units multiplied by a “Vesting Percentage” determined based on the Company's Earnings from Operations (aas defined below) The RSUs shall vest for the last three quarters of the Company's 2014 fiscal year (the “Performance Period”) in accordance with the Vesting Schedule set forth in following table: If the Notice Company's actual level of Grant (Earnings from Operations for the Performance Period is between the “Threshold” and “Target” performance levels or between the “Target” and “Stretch” performance levels, the Vesting Schedule”Percentage will be determined by linear interpolation between the Vesting Percentages for those two levels. In no event will the Vesting Percentage be greater than one hundred fifty percent (150%). Any fractional shares resulting from the application The number of any percentages used in the Vesting Schedule shall be rounded down Restricted Stock Units credited to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date Grantee pursuant to this Section 3(b) below3(A), whichas certified by the Committee based on the satisfaction of the performance criteria above, in such event, shall also be hereinafter is referred to herein as the “Vesting Date”)Credited Restricted Stock Units.” Notwithstanding the foregoing provisions, if either a Change in Control (as defined in the Employment Agreement) or the death or Disability (as such term is defined in the Employment Agreement) of the Grantee occurs before the last day of the Performance Period and while the Grantee is employed by the Company, the Company shall settle the vested portion number of Credited Restricted Stock Units for purposes of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment Award shall be equal to the fair market value (as determined by Target Number of Restricted Stock Units. Restricted Stock Units that are not Credited Restricted Stock Units, after giving effect to the Board) of the RSU Shares foregoing provisions, as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting last day of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to Performance Period (or, if earlier, the Participant as soon as practicable following each Vesting Date, but in any event within 30 days date of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event or death or Disability (as such term is defined in for purposes of the PlanEmployment Agreement) of the Grantee) shall immediately terminate and be cancelled. B. The “Threshold,” “Target” and “Stretch” levels of Earnings from Operations to be used to determine the RSUs are not assumed, or substantially equivalent RSUs substituted, Vesting Percentage under Section 3(A) will be established by the Acquiring CorporationCommittee in connection with the grant of the Award. C. For purposes of this Award, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either “Earnings from Operations” means: the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or Company's earnings from operations for the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Performance Period as calculated in accordance with generally accepted accounting principles (“GAAP”), but adjusted (without duplication) to exclude the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary financial statement impact of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.following items:

Vesting. (a) The RSUs Except as otherwise provided in this Agreement, the PRSU Award shall be eligible to vest as described below following a one-year performance period consisting of the Company’s fiscal year ____, and shall be subject to (a) the Participant’s continued service as an Employee of the Company through the First Vesting Date, Second Vesting Date, and Third Vesting Date (each as defined below), as applicable, and (b) the attainment of one or more performance goals established by the Committee, in its sole discretion. Subject to these conditions, the PRSUs shall vest and become non-forfeitable with respect to one-third (1/3) of the PRSUs initially granted hereunder on each of (i) the date that is as soon as administratively practicable but not later than thirty days after the PRSU Certification Date (as defined below) (the "First Vesting Date"), (ii) a date specified by the Company that is on or about the first anniversary of the First Vesting Date (the "Second Vesting Date"), and (iii) a date specified by the Company that is on or about the second anniversary of the First Vesting Date (the "Third Vesting Date"). Not later than ninety (90) days following the last day of the Company’s fiscal year ____, the Committee shall certify the level of performance achieved with respect to the above-referenced one-year performance period (the date of such certification being referred to as the "PRSU Certification Date"). With respect to the grant of the PRSU Award, except as otherwise provided for in this Agreement, Participant shall be eligible to vest in 100% of the PRSUs if the aforementioned performance goal(s) are achieved, but no PRSUs shall vest, and they shall all instead be forfeited, if the aforementioned performance goal(s) are not achieved. (b) Once vested, the PRSUs shall be paid to Participant in Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date. (c) Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, such fractional Shares shall not be deemed vested hereunder but shall instead only vest and become non-forfeitable when such fractional Shares aggregate whole Shares. (d) If the Participant’s service as an Employee of the Company is terminated for any reason other than due to the Participant’s death or Disability, or due to Participant’s Retirement (as defined below), the PRSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (e) In the event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Participant within the first year following the Grant Date of this Agreement, Participant shall be entitled to vest in the PRSUs that would have otherwise vested had service continued through the First Vesting Date, with such PRSUs vesting on that date subject to the achievement of the performance goals. All PRSUs that do not vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule preceding sentence shall be rounded down to forfeited and cancelled automatically at the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion time of the RSUs and Participant’s death, Disability or Retirement. In the event that Participant’s employment is terminated by reason of death, Disability or Retirement after the first year following the Grant Date of this Agreement, Participant shall therefore, be entitled to vest in all remaining unvested PRSUs on the same dates they would have vested had Participant’s employment continued through such dates subject to the payment achievement of the applicable performance goals. (f) For purposes of this Agreement, "Retirement" shall mean Participant’s termination of employment for any taxes pursuant reason (other than for Misconduct as defined in Appendix A to Section 8(b)this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of continuous service as an employee of the Company or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the foregoing, issue and deliver to if the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board mayCompany determines, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion Participant has violated any of the Board Obligations in Appendix A to settle in cash this Agreement, the Participant shall not apply be deemed to a Participant who is subject to Canadian tax, whose shares must be eligible for Retirement and all PRSUs that have not been settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares forfeited effective as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to date that the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateviolation first occurred. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.

Vesting. Executive EA - RSU Performance 3.1 Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, and further provided that any additional conditions and performance goals set forth in Appendix A (aattached hereto) The RSUs shall have been satisfied, the Restricted Stock Units will vest and no longer be subject to any restrictions in accordance with the Vesting Schedule set forth 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 Sections 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 Participant under this Agreement. 3.3 If the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Notice Americold Executive Severance Benefits Plan), a pro-rated portion of Grant (the “Vesting Schedule”). Any fractional shares resulting from Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the application last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed provided the Participant continues to comply with the terms of any percentages used confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Vesting Schedule Americold Executive Severance Benefits Plan), the Restricted Stock Units shall be rounded down immediately become vested based on Target performance. 3.6 For purposes of this 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 nearest whole Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. 3.7 If the Participant’s Termination of Service occurs as a result of Participant’s death or Disability (as defined below), a pro-rated portion of the Restricted Stock Units shall immediately become vested at Target Performance Level (regardless of the Company’s performance), based on the number of RSUs. Upon each Vesting Date days during the Performance Period that the Participant was employed with the Company, as applicable, provided the Participant (oror Participant’s estate, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, executes and delivers a general release of claims in such event, shall also be hereinafter referred to as the “Vesting Date”), favor of the Company shall settle the vested portion of the RSUs and shall therefore, subject in a form satisfactory to the payment Company and such release becomes effective and non-revocable prior to the 90th day following the Participant’s Termination of Service date. For purposes of this 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 engage in any substantial gainful activity by reason of any taxes pursuant medically determinable physical or mental impairment that can be expected to Section 8(b)result in death or can be expected to last for a continuous period of not less than 12 months, issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions Participant is, by reason of Section 10(b) 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 Plan or Section 3(a) aboveCompany, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs nothing contained herein shall immediately become vested in full if, on or prior to the first anniversary be construed as permitting a violation of the date Americans with Disabilities Act or similar law prohibiting discrimination on the basis of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationa disability.

Vesting. The Award shall be subject to two vesting conditions, each of which must be satisfied: (a) The time-based vesting equal to 16.67% of the number of RSUs shall vest in accordance with subject to the Vesting Schedule set forth in the Notice of Grant award (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number share) on July 14, 2013 and on each six-month anniversary of RSUsJuly 14, 2013 (unless such date shall be a day on which the U.S. stock exchanges are closed, in which case the vesting date shall be extended to the next succeeding business day); and (b) a performance-based condition of written certification by the Compensation Committee of the Board of Directors of the Company of positive fully-diluted earnings per share (“EPS”) of the Company (subject to adjustment as provided below) for the fiscal year ending on December 31, 2013. If and when the performance-based condition is met, all RSUs that had previously met the time-based vesting condition will vest immediately and the remaining RSUs will vest according to the remaining schedule of the time-based condition. If the performance-based condition is not met, all RSUs will be forfeited. Upon vesting, each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, RSU shall also automatically be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant converted into one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion common stock of the Board to settle in cash Company and a certificate representing such share shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant Key Person as soon promptly as practicable following each Vesting Date, but thereafter. For purposes of determining the EPS of the Company in any event within 30 days of such date. particular fiscal year, the EPS shall be increased to the extent that EPS was reduced in accordance with generally accepted accounting principles (b“GAAP”) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Eventby objectively determinable amounts due to: (i) If the Change 1. A change in Control Event also constitutes a Reorganization Event (as defined accounting policy or GAAP; 2. Dispositions of assets or businesses; 3. Asset impairments; 4. Amounts incurred in the Plan) and the RSUs are connection with any financing; 5. Losses on interest rate swaps resulting from ▇▇▇▇ to market adjustments or discontinuing ▇▇▇▇▇▇; 6. Board approved restructuring or similar charges including but not assumedlimited to charges in conjunction with or in anticipation of an acquisition; 7. Losses related to environmental, legal, product liability or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested other contingencies; 8. Changes in full immediately prior to such Change in Control Eventtax laws; 9. Losses from discontinued operations; and (ii) If either 10. Other extraordinary, unusual or infrequently occurring items as disclosed in the Change in Control Event is also a Reorganization Event and these RSUs are assumed Company's financial statements or substantially equivalent RSUs are substituted or filings under the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary Securities Exchange Act of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation1934.

Vesting. (a) The RSUs Participant’s interest in the Restricted Share Units awarded under paragraph 1 shall become vested and nonforfeitable as follows: thirty-three and one-third percent (33-1/3%) of the Restricted Share Units shall vest in accordance with on each one year anniversary of the Vesting Schedule set forth in Award Date such that all of the Notice Restricted Share Units shall be fully vested after three (3) years from the Award Date so long as Participant remains a bona fide employee of Grant the Company (the “Vesting Schedule”or its Subsidiaries). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”)vesting, the Company shall settle American Depositary Receipts representing the vested portion of the RSUs and shall therefore, Shares subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash vested Restricted Share Units shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to Participant from the Participant as soon as practicable following each Vesting DateTrust, but in any event within 30 days provided the withholding requirements of such dateparagraph 6 have been satisfied. (b) If Participant ceases to be a bona fide employee of the Company or any of its Subsidiaries for any reason, then except as otherwise provided in this subparagraph (b) or in subparagraph (c), all Restricted Share Units to the extent not yet vested under subparagraph (a) on the date Participant ceases to be an employee shall be forfeited by Participant without payment of any Shares or other consideration to Participant therefor. Notwithstanding the foregoing, if Participant’s employment is terminated under the provisions of Section 10(b) the Company’s Separation Pay Plan, Participant’s interest in all Restricted Share Units awarded hereunder shall become fully vested and nonforfeitable as of the Plan or Section 3(a) above, in the event date of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Scheduletermination; provided, however, that these RSUs this sentence shall immediately become vested in full if, on or not apply if the Award Date is less than six (6) months prior to the first anniversary date of such termination of employment. (c) If Participant’s employment terminates by reason of death, Disability (as defined below) or Retirement (as defined below), Participant’s interest in all Restricted Share Units awarded hereunder shall become fully vested and nonforfeitable as of the date of termination of employment; provided, however, that this sentence shall not apply if the consummation Award Date is less than six (6) months prior to the date of termination of employment as a result of death, Disability or Retirement. For purposes of this Agreement, “Disability” means disability which entitles Participant to long-term disability benefits under the Change in Control EventUnion Bank of California Long Term Disability Plan. For purposes of this Agreement, “Retirement” means termination of employment with the Participant’s employment Company and its Subsidiaries on or other relationship as an Eligible Participant after attaining age sixty-two (62) with ten (10) or more years of service with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationany of its Subsidiaries.

Vesting. (a) The RSUs Granted PBRSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant be subject to both a time-based vesting condition (the “Vesting ScheduleTime-Based Condition”) and a performance-based vesting condition (the “Performance-Based Condition”), as described herein. Any fractional shares resulting from None of the application of Granted PBRSUs (or any percentages used in the Vesting Schedule portion thereof) shall be rounded down to “vested” for purposes of this Agreement unless and until both the nearest whole Time-Based Condition and the Performance- Based Condition for such Granted PBRSUs are satisfied. The number of RSUs. Upon Granted PBRSUs that become “vested” for purposes of this Agreement (which, for the sake of clarity and avoidance of doubt, may be less than the number of PBRSUs specified above as having been granted on the Grant Date) shall equal the number of the Granted PBRSUs that have satisfied the Performance-Based Condition for each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) Measurement Period as indicated below, which, in such event, shall also be hereinafter referred to so long as the Participant shall have also satisfied the Time-Based Condition as of the applicable Measurement Date. (i) The Time-Based Condition shall be satisfied as to equal 1/3rd installments of the Granted PBRSUs on each of (A) _____ (the first full fiscal year Measurement Date), (B) _____ (the second full fiscal year Measurement Date), and (C) _____ (the third full fiscal year Measurement Date) (each, a “Time-Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, in each case subject to the payment of any taxes pursuant Participant not having ceased to Section 8(b), issue and deliver perform services to the Participant one share of Common Stock for each RSU that vests on Company prior to such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Time-Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in . In the event of a Change in Control Event: (i) If of Control, and provided the Change in Control Event also constitutes a Reorganization Event (as defined in Participant has not ceased to perform services to the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to Company through such Change in Control Event; andof Control, the Time-Based Condition shall be deemed satisfied with respect to all of the Granted PBRSUs. (ii) If either [Intentionally left blank] (iii) The maximum number of Granted PBRSUs that satisfy the Change in Control Event is also a Reorganization Event Performance-Based Condition and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is thus become “vested” cannot a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary exceed 100% of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationGranted PBRSUs.

Vesting. (aExcept as provided in Sections 2(b) The RSUs and 2(c) below and to the extent not previously vested or forfeited as provided herein, the Units shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting on a date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) Committee after termination of the RSU Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2025 (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, 2022 and ending on December 31, 2024 (the “Performance Period”) as certified by the Committee following the end of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsPerformance Period. The RSUs or any cash payment in lieu number of RSU Units that shall vest and the number of Shares will that shall become issuable on the Date of Issuance shall be delivered to determined as set forth on Appendix A. The number of Units vesting and the Participant as soon as practicable following each Vesting Date, but in any event within 30 days number of such date. (b) Notwithstanding Shares that shall become issuable on the provisions Date of Section 10(b) of the Plan or Section 3(a) above, Issuance shall be reduced in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined that Adjusted ROTCE for one or more fiscal years in the Plan) #ᴅʟᴘ_MICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]_END Performance Period is less than or equal to zero, as provided on Appendix A. The number of Units vesting and the RSUs are not assumed, or substantially equivalent RSUs substituted, by number of Shares that shall become issuable on the Acquiring Corporation, these RSUs Date of Issuance shall automatically become vested in full immediately prior also be subject to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest reduction in accordance with section 12 below. With respect to any Units that have vested on the Vesting Schedule; providedDate of Issuance, howeverthe Shares related thereto shall be issued to you, that these RSUs 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, shall immediately become vested in full if, on or prior be forfeited as of such Date of Issuance (to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship extent not previously forfeited as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationprovided herein).

Vesting. (a) The RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down Subject to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier accelerated vesting date pursuant to Section 3(b) provisions provided below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, earned Performance Based Restricted Stock Units subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that Award shall vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as last day of the Vesting Date less Period, if Employee remains employed by the Company or its Subsidiaries through such date. For the avoidance of doubt, if the Company fails to achieve at least the Earnings Per Share Threshold, an amount equal Employee shall be entitled to any federal, state, local and other taxes receive no shares of any kind required to be withheld Stock with respect to the vesting Performance Based Restricted Stock Units subject to the Award (as described in Section 2), unless the deemed Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. If, during the Performance Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the RSUs. The RSUs or any cash payment Employee’s employment during the Performance Period divided by twelve), based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in lieu of RSU Shares will be delivered Control occurs, the Performance Based Restricted Stock Units subject to the Participant as soon as practicable following each Vesting DateAward shall be vested, but in any event within 30 days pro rata (based on the number of such date. (b) Notwithstanding full and partial months during the provisions of Section 10(b) Performance Period before the date of the Plan Change in Control, divided by twelve), and the Earnings Per Share from Continuing Operations shall be deemed to be 100% of the Earnings Per Share Target, regardless of actual performance. If, after the Performance Period but during the Vesting Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period. Except as provided in Section 3(a) above4.1 below, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary termination of the date employment of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant Employee with the Company or and its Subsidiaries for any other reason before the Acquiring Corporation is terminated for Good Reason by end of the Participant or is terminated without Cause by Vesting Period, all Performance Based Restricted Stock Units that are not vested at the Company or time of such termination of employment (after first taking into account the Acquiring Corporationaccelerated vesting provisions of this Section 4) shall be forfeited.

Vesting. (a) The RSUs performance period for the PRSUs shall vest be the period beginning January 1, 2025 and ending on December 31, 2027 (or, if earlier and as otherwise provided in accordance this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the Vesting Schedule number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. For the purposes of this Agreement, Change in Control will have the meaning set forth in the Notice Participant’s Employment Agreement with the Company dated as of Grant September 21, 2007, as amended from time to time (the “Vesting ScheduleEmployment Agreement”), provided, however that subclauses (iv) and (v) of such definition shall not apply for purposes of this Agreement. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). Any fractional shares resulting from As soon as reasonably practicable following the application Determination Date (but no later than March 15th of any percentages used the year following the year in which the Vesting Schedule end of the Measurement Period occurs), all earned and vested PRSUs shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such datesettled. (b) Notwithstanding In the provisions of Section 10(b) event of the Plan or Section 3(a) above, in the event occurrence of a Change in Control Eventduring the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control Event also constitutes a Reorganization Event shall be the last day of the Measurement Period, (as defined x) the Participant shall earn and vest in the Plan) and Target PRSUs as of the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; andas if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change in Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If either the Participant’s employment with the Company terminated before the Change in Control Event is also a Reorganization Event and these RSUs are assumed on account of the Participant’s death or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Eventdisability, then in either case these RSUs shall continue to vest in accordance with (w) the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the effective date of the consummation of the Change in Control Eventshall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs if such Change in Control has been consummated pursuant to a definitive agreement in effect at the time of such termination of employment or an alternative definitive agreement entered into subsequent to such original definitive agreement and shall otherwise earn and vest in the Pro Rata Portion (pursuant to Section 6(c)) of the Target PRSUs as of the Change in Control, in each case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change in Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.. (c) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are assumed or exchanged for an equivalent substitute award by the Company or its successor and either (1) the Participant remains employed by the Company on the date that is six (6) months after the date of such Change in Control (the “6-Month Anniversary Date”) or (2) after the Change in Control but before the 6-Month Anniversary Date, the Participant’s employment or other relationship as an Eligible Participant Service with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company on account of the Participant’s death or disability, then (to the Acquiring Corporationextent not previously vested in accordance with Section 4(a) or Section 6(b)), (i) the 6-Month Anniversary Date shall be the last day of the Measurement Period, (ii) the Target PRSUs shall be earned and vested as of the 6-Month Anniversary Date, if the preceding clause (1) applies or as of the date of termination of the Participant’s Service if the preceding clause (2) applies, in each case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A (iii) the Target PRSUs shall be settled within thirty days of the 6-Month Anniversary Date if the preceding clause (1) applies or within thirty days of the date of termination of the Participant’s Service if the preceding clause (2) applies and (iv) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the 6-Month Anniversary Date shall be forfeited and cancelled with no consideration.

Vesting. (aExcept as provided in Sections 2(b) The RSUs and 2(c) below and to the extent not previously vested or forfeited as provided herein, the Units shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting on a date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) Committee after termination of the RSU Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2026 (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, 2023 and ending on December 31, 2025 (the “Performance Period”) as certified by the Committee following the end of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsPerformance Period. The RSUs or any cash payment in lieu number of RSU Units that shall vest and the number of Shares will that shall become issuable on the Date of Issuance shall be delivered to determined as set forth on Appendix A. The number of Units vesting and the Participant as soon as practicable following each Vesting Datenumber of Shares that shall become issuable on the Date of #ᴅʟᴘ_MICRODOT [{'title': 'Data Security Classification', but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, 'text': 'Confidential'}]_END Issuance shall be reduced in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined that Adjusted ROTCE for one or more fiscal years in the Plan) Performance Period is less than or equal to zero, as provided on Appendix A. The number of Units vesting and the RSUs are not assumed, or substantially equivalent RSUs substituted, by number of Shares that shall become issuable on the Acquiring Corporation, these RSUs Date of Issuance shall automatically become vested in full immediately prior also be subject to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest reduction in accordance with section 12 below. With respect to any Units that have vested on the Vesting Schedule; providedDate of Issuance, howeverthe Shares related thereto shall be issued to you, that these RSUs 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, shall immediately become vested in full if, on or prior be forfeited as of such Date of Issuance (to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship extent not previously forfeited as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationprovided herein).

Vesting. (a) The RSUs For any Award Period, the following number of Performance Shares shall vest if and only if a Management Representative (defined below) or the Compensation Committee, as applicable, determines, in accordance with this Paragraph 4, that the Vesting Schedule set forth Performance Target (as defined in Paragraph 4(e)(iii)) for that Award Period has been met by the Trust: If there are any Performance Shares that have not vested after Management’s Representative or the Compensation Committee, as applicable, has determined the number of Performance Shares that will vest with respect to the final Award Period, then any and all then-remaining Performance Shares which have not vested shall terminate and be forfeited. (b) Within sixty (60) days after the end of each Award Period, Management’s Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Grantee (or the executors or administrators of the Grantee’s estate) of such determination. If Management’s Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Grantee shall incur an Involuntary Termination (as defined in the Notice Plan) during the one year period commencing with the occurrence of Grant a Change in Control. (d) As soon as reasonably practicable after the vesting of all or any portion of the Performance Shares, the Trust shall notify Grantee or the Grantee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Vesting ScheduleTax Notice”). Any fractional shares Grantee or Grantee’s legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not be required to remove the restrictions on such Shares until such time as the Grantee or the Grantee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Trust from time to time, may permit the Grantee or the Grantee’s legal representative to satisfy the Trust’s minimum statutory tax withholding obligations as determined by the Trust’s accounting department through (i) the sale of all or a portion of such Shares resulting from this Agreement through the application of any percentages used in the Vesting Schedule shall be rounded down employer’s broker or (ii) by returning to the nearest whole Trust a number of RSUsShares having a fair market value equal to the minimum statutory tax withholding amount due. Upon each Vesting Date (orShares cannot be returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Grantee or Grantee’s legal representative, if as applicable, an earlier vesting date pursuant fails to Section 3(b) below, which, in such event, shall also be hereinafter referred make appropriate arrangements to as the “Vesting Date”)satisfy tax and withholding obligations, the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board Trust may, in its sole discretion, elect satisfy such tax and withholding obligations by: (i) returning to the Trust all or a portion of the Shares issued under this Agreement; or (ii) withholding the required amounts from other amounts due the Grantee or Grantee’s legal representative, as applicable. The Trust is authorized to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal over to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any appropriate authority, all federal, state, local and county, city or other taxes of as shall be required pursuant to any kind required to be withheld with respect to the vesting of the RSUs. The RSUs law or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dategovernmental regulation or ruling. (be) Notwithstanding the provisions For purposes of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Eventthis Agreement: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.

Vesting. (a) The RSUs Except as provided in this Section 4 and Section 5, the Stock Units shall vest in accordance with become vested according to the Vesting Schedule vesting schedule set forth in the Notice of Grant Award (the each, a “Vesting ScheduleDate”). Any fractional shares resulting , provided that the Participant continues to be employed by, or provide service to, the Company or a subsidiary from the application Date of any percentages used in Grant until the applicable Vesting Schedule Date. (b) The vesting of the Stock Units shall be cumulative, but shall not exceed 100% of the Stock Units. If the foregoing schedule would produce fractional Stock Units, the number of Stock Units that vest shall be rounded down to the nearest whole Stock Unit and the fractional Stock Units will be accumulated so that the resulting whole Stock Units will be included in the number of RSUsStock Units that become vested on the last Vesting Date. Upon each Notwithstanding Section 4(a) above, contingent upon the Participant’s compliance with the covenants provided in the applicable restrictive covenants set forth in Part I of Exhibit B, upon the Participant’s termination of employment or service on account of the Participant’s (i) Disability, (ii) Retirement, (iii) death, or (iv) Negotiated Deferred Voluntary Termination, the Participant shall be treated for vesting purposes as though the Participant remained employed or providing service to the Company or a subsidiary through the next subsequent Vesting Date following the Participant’s termination, meaning, upon termination detailed in (or, if applicable, an earlier vesting date pursuant to i) through (iv) of this Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”4(b), the Participant shall vest in the Stock Units that would have otherwise become vested as of such next subsequent Vesting Date provided, however, the Company has the right to reduce or change the amount depending on the facts and circumstances. Notwithstanding the foregoing, any additional vesting upon termination on account of Retirement pursuant to this Section 4(b) shall settle be provided only to the vested portion extent such vesting does not result in a violation of any age discrimination or other applicable law. Thereafter, any remaining unvested Stock Units shall be forfeited immediately. For avoidance of doubt, if the Participant's termination of employment or service is on account of Retirement, the Participant must remain employed through the three (3) month notice period in order to receive the pro-rata acceleration detailed above. If the Participant does not remain employed during the three (3) month notice period, all unvested Stock Units shall immediately be forfeited. (c) Except as otherwise provided in a written employment agreement or severance agreement which the Participant has entered into, in the event of a Change of Control before all of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Stock Units vest in accordance with Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively4(a) above, the Board may, Stock Units shall be treated as set forth in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU SharesSection 5 below; provided, the amount of Committee may take such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld actions with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered Stock Units as it deems appropriate pursuant to the Plan. For purposes of this Agreement, if the Participant as soon as practicable following each Vesting Dateis a local national of and employed in a country that is a member of the European Union, but in any event within 30 days the grant of such date. (b) Notwithstanding the Stock Units and the terms and conditions governing the Stock Units are intended to comply with the age discrimination provisions of Section 10(b) the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent a court or tribunal of competent jurisdiction determines that any provision of the Plan Stock Units is invalid or Section 3(a) aboveunenforceable, in whole or in part, under the event of a Change in Control Event: (i) If Age Discrimination Rules, the Change in Control Event also constitutes a Reorganization Event (as defined in Company shall have the Plan) power and the RSUs are not assumed, authority to revise or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to strike such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior provision to the first anniversary of minimum extent necessary to make it valid and enforceable to the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationfull extent permitted under local law.

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3 or Section 6 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The RSUs or any cash payment extent to which the Grantee’s interest in lieu the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of RSU Shares will the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be delivered based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the five-year period beginning [ ], and ending on [ ] (the “Performance Period,” subject to early termination in accordance with Section 2(b)). The Cumulative EPS for the Participant as soon as practicable following Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ], [ ], [ ] and [ ] and shall be measured on three dates: [ ], [ ] and [ ] (each Vesting a “Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, but “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in any event within 30 days of such dateaccordance with GAAP. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: Restricted Stock Units, if any, that becomes vested and non-forfeitable at the first Measurement Date (ithat is, [ ]) If during the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs Performance Period shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest be determined in accordance with the Vesting Schedulefollowing schedule: Beginning[ ] and Ending[ ] Notwithstanding the foregoing schedule, (i) if the certified achievement of the Performance Goal at the first Measurement Date (that is, [ ]) is at or above a Cumulative EPS of [$X] (that is, 100 percent or more of the related Shares are certified to vest and become non-forfeitable), then the Performance Period shall end on the first Measurement Date and no additional related Shares shall be available to become vested under this Agreement; provided(ii) if the certified achievement of the Performance Goal at the first Measurement Date is at a Cumulative EPS of less than [$X] (that is, howeverless than 100 percent, if any, of the related Shares are certified to vest and become non-forfeitable), then the cumulative percentage of related Shares underlying the Restricted Stock Units that may be certified to vest and become non-forfeitable during the Performance Period shall not exceed 100 percent, and the number of Restricted Stock Units and related Shares that may be certified to vest and become non-forfeitable as of any Measurement Date after the first Measurement Date shall be reduced (but not below zero) by the number of Restricted Stock Units and related Shares, if any, that these RSUs were certified to vest and become non-forfeitable on any preceding Determination Date (as defined below); and (iii) no fractional Shares shall immediately be issued, and subject to the preceding limitations on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares through the first Measurement Date and 100 percent of the related Shares thereafter), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the second Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning[ ] and Ending[ ] (d) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the third Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning[ ] and Ending[ ] (e) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in full ifaccordance with this Section 2, on or prior subject to the first anniversary Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the date Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after each Measurement Date during the Performance Period (each, a “Determination Date”). This determination shall be based on the actual level of the consummation Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Change in Control EventPerformance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Participant’s employment Company and the Grantee. The Grantee shall not be entitled to any claim or other relationship as an Eligible Participant with the Company recourse if any action or the Acquiring Corporation is terminated for Good Reason inaction by the Participant Company, or is terminated without Cause by any other circumstance or event, including any circumstance or event outside the Company control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the Acquiring Corporationsatisfaction of the Performance Goal.

Vesting. (a) The RSUs shall vest Company will issue your Restricted Stock in accordance with your name as of the Vesting Schedule ▇▇▇▇▇ Date set forth in on the Notice cover sheet of Grant this Agreement. The number of shares of Stock, if any, that are eligible to vest pursuant to the terms of this Agreement (the “Vesting ScheduleEligible Stock”) will be calculated based on the attainment, as determined by the Committee, of the performance factors described in Exhibit A to this Agreement (the “Performance Factors”) over the Performance Period set forth on the cover sheet, which number of shares of Eligible Stock may be equal to all or a portion, including none, of the Maximum Number of Shares of Stock set forth on the cover sheet of this Agreement. Promptly following the completion of the Performance Period (and no later than seventy-five (75) days following the end of the Performance Period), the Committee will review and certify in writing (i) whether, and to what extent, the Performance Factors for the Performance Period have been achieved and (ii) the number of shares of Eligible Stock. Any Such certification will be final, conclusive, and binding. If the Committee’s certification of the Performance Factors produces a fractional share of Eligible Stock, the number of shares resulting from the application of any percentages used in the Vesting Schedule Eligible Stock shall be rounded down to the nearest next whole number of RSUsinteger. Upon each Your right to the Eligible Stock will vest on the Vesting Date (or, if applicable, an earlier vesting date pursuant as defined in Exhibit A to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”this Agreement), the Company shall settle the vested portion of the RSUs and shall therefore, subject to your continued Service through the payment Vesting Date. Trading Restrictions If you are subject to any Company “blackout” policy or other trading restriction imposed by the Company (a “Restricted Period”) on the Vesting Date, any vesting scheduled to occur on such date shall occur instead on the first subsequent date on which you are not subject to any such policy or restriction. For purposes of this provision, you acknowledge that you may be subject to a Restricted Period for any taxes reason that the Company determines appropriate, including Restricted Periods generally applicable to employees or groups of employees or Restricted Periods applicable to you during an investigation of allegations of misconduct by you. Forfeiture of Unvested Stock Unless the termination of your Service triggers accelerated vesting or other treatment of your Grant pursuant to Section 8(bthe terms of this Agreement, the Plan, or any other written agreement between the Company or Affiliate and you (including your Employment Agreement), issue and deliver in the event that your Service terminates for any reason, you will forfeit to the Participant one share Company all of Common the shares of Restricted Stock subject to this Grant that have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the Company or an Affiliate in writing, if the terms of the leave provide for each RSU that vests continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating ninety (90) days after you went on such Vesting Date (employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the “RSU Shares”)approved leave ends unless you immediately return to active employee work. Alternatively, the Board mayThe Company determines, in its sole discretion, elect to pay cash or part cash which leaves count for this purpose and part RSU Shares in lieu of settling when your Service terminates for all purposes under the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion Plan. Issuance The issuance of the Board shares of Restricted Stock and shares of Stock under this Grant will be evidenced in such a manner as the Company, in its discretion, will deem appropriate, including, without limitation, book-entry or direct registration (including transaction advices) or the issuance of one or more share certificates. As your interest in the Restricted Stock vests, the recordation of the number of shares of Restricted Stock and shares of Stock attributable to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must you will be settled in previously unissued shares)appropriately modified. If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal and to the fair market value (as determined extent that the shares of Restricted Stock are represented by share certificates rather than book entry, all certificates representing the Board) shares of the RSU Shares as of the Vesting Date less an amount equal to any federalRestricted Stock issued under this Agreement shall, statewhere applicable, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such datehave endorsed appropriate legends. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.

Vesting. (a) Except as provided in Section 2(e) of this Agreement, the PSU-TSR Award shall vest following a three-year performance period consisting of the Company’s fiscal years 20xx, 20xx and 20xx, and shall be subject to the Participant’s employment with the Company on the Vesting Date (as defined below), and the attainment of one or more performance goals established by the Committee, in its sole discretion. With respect to the grant of the PSU-TSR Award, Participant shall be eligible to vest in a percentage of PSUs as follows: Below Threshold <xxth Percentile xx% Threshold xxth Percentile xx% Target xxth Percentile xx% Stretch xxth Percentile xx% Maximum xxth Percentile xx% PSU-TSR Award vesting shall be interpolated on a linear basis for performance between Threshold and Target, between Target and Stretch, and between Stretch and Maximum. No PSUs shall vest for performance below threshold goal(s). Except as otherwise provided for in this Agreement, not later than ninety (90) days following the last day of the Company’s fiscal year 20xx, the Committee shall certify the level of performance achieved with respect to the above-referenced three-year performance period (the date of such certification being referred to as the “PSU Certification Date”). The RSUs shall PSUs, if any, that vest in accordance with this Section 2(a) shall vest as soon as administratively practicable but no later than thirty (30) days following the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting PSU Certification Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), and any PSUs that remain unvested following the Vesting Date shall be immediately forfeited by the Participant without payment of any consideration. (b) Once vested, the PSUs shall be paid to Participant in Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date. (c) Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, the value of such fractional Shares shall be paid in cash. (d) If the Participant’s service as an Employee of the Company shall settle is terminated for any reason other than due to the vested portion Participant’s death or Disability, or due to Participant’s Retirement (as defined below), the PSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (e) In the event that Participant’s employment is terminated by reason of death, Disability or Retirement of the RSUs and Participant within the first year following the Grant Date of this Agreement, Participant shall thereforebe entitled to vest in 1/3 of the PSUs that would have otherwise vested had service continued through the Vesting Date, with such PSUs vesting on that date subject to the payment achievement of any taxes pursuant the applicable performance goals. All PSUs that do not vest in accordance with the preceding sentence shall be forfeited and cancelled automatically at the time of the Participant’s death, Disability or Retirement. In the event that Participant’s employment is terminated by reason of death, Disability or Retirement after the first year following the Grant Date of this Agreement, Participant shall be entitled to Section 8(b)vest in all PSUs that would have otherwise vested had service continued through the Vesting Date, issue and deliver with such PSUs vesting on that date subject to the achievement of the applicable performance goals. (f) For purposes of this Agreement, “Retirement” shall mean Participant’s termination of employment for any reason (other than for Misconduct as defined in Appendix A to this Agreement) after: (a) Participant one share has attained age 55 and completed at least seven (7) years of Common Stock for each RSU that vests on such Vesting Date continuous service as an employee of the Company or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the “RSU Shares”). Alternativelyforegoing, if the Board mayCompany determines, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion Participant has violated any of the Board Obligations in Appendix A to settle in cash this Agreement, the Participant shall not apply be deemed to a Participant who is subject to Canadian tax, whose shares must be eligible for Retirement and all PSUs that have not been settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares forfeited effective as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to date that the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateviolation first occurred. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.

Vesting. (a) The RSUs Granted PBRSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant be subject to both a time-based vesting condition (the “Vesting ScheduleTime-Based Condition”) and a performance-based vesting condition (the “Performance-Based Condition”), as described herein. Any fractional shares resulting from None of the application of Granted PBRSUs (or any percentages used in the Vesting Schedule portion thereof) shall be rounded down to “vested” for purposes of this Agreement unless and until both the nearest whole Time-Based Condition and the Performance-Based Condition for such Granted PBRSUs are satisfied. The number of RSUs. Upon Granted PBRSUs that become “vested” for purposes of this Agreement (which, for the sake of clarity and avoidance of doubt, may be less than or greater than the number of PBRSUs specified above as having been granted on the Grant Date) shall equal the product of (x) the number of the Granted PBRSUs that have satisfied the Time-Based Condition and (y) the percentage level at which the Performance-Based Condition has been satisfied. (i) The Time-Based Condition shall be satisfied as to equal 1/3rd installments of the Granted PBRSUs on each Vesting of (A) Performance Measurement Date (oras defined below), if applicable(B) the 12-month anniversary of the Performance Measurement Date, an earlier vesting date pursuant to Section 3(band (C) belowthe 24-month anniversary of the Performance Measurement Date (each, which, in such event, shall also be hereinafter referred to as the a “Time-Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, in each case subject to the payment of any taxes pursuant Participant not having ceased to perform services to the Company, except as provided in Section 8(b2(c), issue and deliver prior to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Time-Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in . In the event of a Change in Control Event: (i) If of Control, and provided the Change in Control Event also constitutes a Reorganization Event (as defined in Participant has not ceased to perform services to the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to Company through such Change in Control Event; andof Control, the Time-Based Condition shall be deemed satisfied with respect to all of the Granted PBRSUs. (ii) The percentage level at which the Performance-Based Condition is satisfied will be measured as of the Performance Measurement Date and will be equal to the average of the Achievement Percentages separately determined for the Performance Goals (as defined below), where such average ultimately is determined by weighing differently each of the Performance Goals as follows: [•]% of such average will be measured by Cumulative Adjusted EBITDA; [•]% of such average will be measured by End-to-End RCM Agreement Growth; and [•]% of such average will be measured by Modular Sales Revenue. Cumulative Adjusted EBITDA ($M) End-to-End RCM Agreement Growth ($B) Modular Sales Revenue ($M) Below Threshold <[•] <[•] <[•] [•] Threshold [•] [•] [•] [•] Target [•] [•] [•] [•] Maximum [•] [•] [•] [•] (1) If either the Change in Control Event Performance Measurement Date is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization EventNon-COC Measurement Date, then in either case these RSUs shall continue achievement will be determined pursuant to vest in accordance with the Vesting Schedule; providedTable 1 above, however, that these RSUs shall immediately become vested in full if, on or prior subject to the first anniversary terms and conditions of this paragraph. The maximum number of Granted PBRSUs that satisfy the Performance-Based Condition and thus become “vested” cannot exceed [•]% of the date Granted PBRSUs. For each Performance Goal, performance between Threshold and Target or between Target and Maximum will be determined on a pro-rata basis using straight-line interpolation between the Achievement Percentages for the relevant levels of the consummation of the Change in Control Eventperformance. Example: If Cumulative Adjusted EBITDA is $[•], the Participant’s employment or other relationship as an Eligible Participant with Achievement Percentage for Cumulative Adjusted EBITDA is [•]%. If End-to-End RCM Agreement Growth is $[•], the Company or Achievement Percentage for End-to-End RCM Agreement Growth is [•]%. If Modular Sales Revenue is $[•], the Acquiring Corporation Achievement Percentage for Modular Sales Revenue is terminated for Good Reason by [•]%. Accordingly, the Participant or percentage level at which the Performance-Based Condition is terminated without Cause by satisfied, after giving weight to the Company or the Acquiring Corporationdifferent Performance Goals at [•]%, [•]% and [•]%, respectively, is [•]%.

Vesting. (aA) The RSUs On the last day of the Measurement Period, the PRSU Shares stated on the Acceptance Page shall vest in accordance with be adjusted pursuant to the Vesting Schedule Specific Performance Goals as set forth in on Exhibit A attached hereto, and after the Notice of Grant (adjustment, become the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole total number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant the Vested Shares that will be used to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(bPRSUs under section 1(d), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to (x) if the first anniversary of the date of the consummation of the Change in Control Event, the ParticipantRecipient’s employment or other relationship as an Eligible Participant engagement with the Company or the Acquiring Corporation any Subsidiary is terminated before the Vesting Start Date for Good Reason any reason, (y) if the Recipient retires, dies or becomes Disabled before the Vesting Start Date, or (z) if a Sale Event4 takes place prior to the Vesting Start Date and the surviving or acquiring entity or the new entity resulting from the Sale Event refuses to assume or continue the PRSUs or to substitute a similar equity award, the PRSUs shall be forfeited in their entirety and no distribution or payment of any amount under such PRSUs shall ever be made to the Recipient. For clarity, any PRSUs, assumed, continued or substituted following the Sale Event (that takes place prior to the Vesting Start Date) will be subject to section 2(B) below. (B) Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, following the Measurement Period, the PRSUs shall vest (that is, the Restricted Date”). The Committee’s determination shall be final and binding on the Recipient. If the Recipient was determined by the Participant Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is terminated without Cause no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $175,000 for 2018). 4 A “Sale Event” shall mean (i) the sale or other disposition of all or substantially all of the assets of the Company or the Acquiring CorporationSubsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to one or more unrelated persons or entities, (ii) a Change in Control, or (iii) the sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the outstanding Common Stock are converted into or exchanged for securities of the successor entity) where the stockholders of the Company, immediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in the aggregate more than 50 percent of the voting shares of the acquirer or surviving entity (or its ultimate parent corporation, if any). For the purpose of sub-section (iii) of this definition, only voting shares of the acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Company in exchange for Common Stock shall be counted, and any voting shares of the acquirer or surviving entity (or its ultimate parent, if any) already owned by stockholders of the Company prior to the transaction shall be disregarded.

Vesting. (a) The RSUs Subject to the terms of this Agreement (including, without limitation, the Clawback and Recoupment provisions under paragraph 20, which impose further conditions on the Participant’s eligibility to earn the Shares subject to this Award), Participant’s interest in the Restricted Share Units awarded under paragraph 1 shall become vested and nonforfeitable as follows: thirty-three and one-third percent (33-1/3%) of the Restricted Share Units shall vest in accordance with on each one year anniversary of the Vesting Schedule set forth in Award Date such that all of the Notice of Grant Restricted Share Units shall be fully vested after three (the “Vesting Schedule”). Any fractional shares resulting 3) years from the application Award Date so long as Participant remains a bona fide employee of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date Company or its Affiliates (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting DateEmployment”), except as provided in subparagraphs (d) and (e) below. Upon vesting, the Company shall settle American Depositary Receipts representing the vested portion of the RSUs and shall therefore, Shares subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash vested Restricted Share Units shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to Participant from the Participant as soon as practicable following each Vesting DateTrust, but in any event within 30 days provided the withholding requirements of such dateparagraph 6 have been satisfied. (b) If Participant’s Employment is terminated for any reason, then, except as otherwise provided in this subparagraph (b) or in subparagraphs (c) or (d), all Restricted Share Units to the extent not yet vested under subparagraph (a) on the date Participant ceases Employment shall be forfeited by Participant without payment of any Shares or other consideration to Participant therefor. Notwithstanding the provisions of Section 10(b) of foregoing, if Participant’s Employment is terminated by the Plan Company or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event its Affiliate without Cause (as defined below), Participant’s interest in the Plan) Restricted Share Units awarded hereunder that would have otherwise vested within twelve months following the date of termination shall become fully vested and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary nonforfeitable as of the date of such termination, and the consummation remaining Restricted Share Units shall be forfeited. For purposes of this Agreement, “Cause” means, based on the sole determination of the Change HR Committee, (i) gross negligence or willful misconduct in Control Event, the performance of Participant’s employment or other relationship as an Eligible Participant with duties to the Company or its Affiliates; (ii) unlawful or improper conduct, including fraud or violation or negligent disregard of applicable policies of the Acquiring Corporation is terminated for Good Reason by Company and its Affiliates; (iii) commission of any act of dishonesty, including, without limitation, the Participant or is terminated without Cause by falsification of records, with respect to the Company or its Affiliates; (iv) breach of Participant’s contractual or fiduciary duties to the Acquiring CorporationCompany, its Affiliates or a client thereof; (v) conviction of a felony or a crime involving moral turpitude; (vi) any act or omission by Participant that results or is intended to result in unlawful or improper personal gain at the expense of the Company, its Affiliates or a client thereof; or (vii) the unlawful or improper disclosure by Participant of proprietary, privileged or confidential information of the Company, its Affiliates or a client thereof; (viii) otherwise causing material harm to the standing and reputation of the Company or its Affiliates.

Vesting. Subject to Sections 4 and 6 below, and pursuant to the terms of this Agreement and the Plan (a) The RSUs and as summarized on Exhibit A attached hereto), the Restricted Stock Units shall be eligible to vest in accordance with and no longer be subject to Restrictions as of the Vesting Schedule Date to the extent that the MSCI Index Relative Performance goals set forth in on Exhibit A attached hereto are satisfied for the Notice Performance Period (each such term as defined below), subject to the Awardee being an employee of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in Company or an Affiliate thereof through the Vesting Schedule Date. As soon as reasonably practicable following the end of the Performance Period (but in no event later than thirty (30) days after the end of the Performance Period), the Committee shall be rounded down to determine (such date of determination by the nearest whole number of RSUs. Upon each Vesting Date (orCommittee, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”)) the Company TSR Percentage, the Company shall settle MSCI Index TSR Percentage, the MSCI Index Relative Performance, the Vesting Percentage and the number of Restricted Stock Units subject hereto that have become vested portion of the RSUs and shall therefore, no longer subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares Restrictions as of the Vesting Date less an amount equal (with any fractional Restricted Stock Unit rounded as determined by the Company). Any Restricted Stock Units subject hereto that have not become vested and no longer subject to Restrictions as of the Vesting Date for any federalreason shall immediately be forfeited as of such date without consideration therefor, state, local and other taxes of any kind required to be withheld the Awardee shall have no further right or interest in or with respect to the vesting of the RSUssuch Restricted Stock Units. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) aboveforegoing, in the event of that a Change of Control occurs prior to the end of the Performance Period and the Awardee remains in Control Event: (i) If continued employment with the Company or an Affiliate thereof until at least immediately prior to the Change in Control Event also constitutes of Control, a Reorganization Event number of Restricted Stock Units equal to the product of (x) the number of then-outstanding Restricted Stock Units multiplied by (y) the Vesting Percentage calculated assuming that the MSCI Index Relative Performance for the Performance Period is attained at Target Level (as defined in the Planset forth on Exhibit A) and the RSUs are not assumed, or substantially equivalent RSUs substituted, (with any fractional Restricted Stock Unit rounded as determined by the Acquiring Corporation, these RSUs Company) shall automatically become fully vested in full immediately prior and no longer subject to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary Restrictions as of the date of the consummation such Change of the Change in Control EventControl. For purposes of this Agreement, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.following terms shall have their respective meanings set forth below:

Vesting. (a) The RSUs All Allocated Shares shall vest in accordance with and become exercisable immediately upon Allocation of such Shares. (Exhibit A – Exercise Conditions) TO: INSPIRATO INCORPORATED (the Vesting Schedule “Company”) Attention: Chief Financial Officer The undersigned, pursuant to the provisions set forth in the Notice attached Warrant, hereby elects to purchase the number of Grant (Shares set forth below covered by such Warrant. The undersigned, in accordance with Section 2 of the “Vesting Schedule”)Warrant, h▇▇▇▇▇ agrees to pay the aggregate Exercise Price for such shares of Class A Common Stock. Any fractional shares resulting from Upon surrender of the application Warrant, duly endorsed, to the offices of any percentages used the Company, a new warrant evidencing the remaining Shares covered by such Warrant but not yet exercised for and purchased, if any, should be issued in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion name of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”)Holder. Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (Capitalized terms used herein without definition are used as defined in the Plan) Warrant. The undersigned represents and warrants that the RSUs aforesaid shares are being acquired for investment for its own account, not assumedas a nominee or agent, and not with a view to, or substantially equivalent RSUs substitutedfor resale in connection with, by the Acquiring Corporationdistribution thereof, these RSUs shall automatically become vested and that the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the shares, nor does it have any contract, undertaking, agreement or arrangement for the same, and all representations and warranties of the undersigned set forth in full immediately prior to such Change in Control Event; and (ii) If either Section 11 of the Change in Control Event is also a Reorganization Event attached Warrant are true and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary correct as of the date hereof. Number of Shares with respect to which the consummation of the Change Warrant is being exercised: Aggregate Exercise Price to be paid in Control Eventcash or by wire transfer: $ Holder: By: Name: Title: ASSIGNOR: COMPANY: INSPIRATO INCORPORATED WARRANT: THE WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK ISSUED ON MARCH 13, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.2023(THE “WARRANT”). DATE: _________________________

Vesting. (a) The RSUs shall Except as otherwise provided in the Plan or an employment agreement or service agreement, the terms of which have been approved by the Administrator, the Restricted Stock Units will vest in accordance with pursuant to the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”)Certificate. Any fractional shares resulting from the application of any percentages used in Restricted Stock Units that have vested and are no longer subject to forfeiture according to the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter are referred to herein as the “Vesting Date”), the Company shall settle the Vested Units.” Restricted Stock Units that have not vested portion of the RSUs and shall therefore, remain subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of forfeiture under the Vesting Date less an amount equal Schedule are referred to any federal, state, local herein as “Unvested Units.” The Unvested Units will vest and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest payable in accordance with the Vesting Schedule; provided. As soon as practicable after the Unvested Units become Vested Units, however, that these RSUs shall immediately become vested in full if, on or prior the Company will settle the Vested Units by issuing to Director one share of the first anniversary of Company’s Common Stock for each Vested Unit (the date of such settlement, the consummation “Payment Date”). No fractional shares shall be issued under this Agreement. (a) Forfeiture of Unvested Units. Except as otherwise provided in this Section, Restricted Stock Units previously granted to Director may be forfeited, unless the Nominating and Governance Committee of the Change in Control EventBoard shall deem facts sufficient to prevent forfeiture, if Director: i) shall be found guilty of a felony or is found guilty of breach of fiduciary duty to the Participant’s employment Company; ii) ceases to be a director for reasons other than death, incapacity or other relationship retirement from the Board after at least five (5) years of service as an Eligible Participant with a director of the Company prior to vesting of any Restricted Stock Units awarded (an “Involuntary Termination”); or iii) elects not to stand for reelection. No Shares shall be issued or issuable with respect to any portion of the Acquiring Corporation Award that terminates unvested and is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationforfeited.

Vesting. (a) The RSUs shall vest Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall become vested on the Vesting Schedule set forth Date; provided that the Grantee continues to hold on the Vesting Date, in Grantee’s name, all of the Notice of Grant SHIP Shares received by Grantee from the Company under the Plan on March 15, 2019 (the “Vesting ScheduleSHIP Restriction”). Any fractional shares resulting from On the application Vesting Date, and upon the satisfaction of the SHIP Restriction and any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a given date if his or her Termination of Service or a breach of any percentages used in applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Vesting Schedule shall be rounded down Grant Date and prior to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier the vesting date pursuant or forfeiture of such Restricted Share Units to be governed instead by Section 3(b) below, which6). In addition, in such eventthe event the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s General Counsel due to an alleged violation of the Company’s Code of Business Conduct, shall also be hereinafter referred to as the applicable law or other misconduct (a “Vesting DateSuspension Event”), the Company shall settle has the vested portion right to suspend the vesting of the RSUs and shall therefore, subject to Restricted Share Units until the payment of any taxes pursuant to Section 8(b), issue and deliver to day after the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value Company (as determined by the BoardGeneral Counsel or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the RSU Shares as of “Recovery Date”). If the Vesting Date less an amount equal to any federal, state, local Suspension Event has occurred and other taxes of any kind required to be withheld with respect prior to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Recovery Date, but in any event within 30 days of such date. (b) Notwithstanding the Grantee dies, is disabled or is terminated without cause, then the provisions of this Section 10(b) of 5 and Section 6 continue to apply notwithstanding the Plan or Section 3(a) above, in the event of a Change in Control Suspension Event: (i) . If the Change in Control Event also constitutes a Reorganization Event Grantee resigns (as defined in the Planincluding due to retirement) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or terminated for cause prior to the first anniversary of Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of the consummation of the Change in Control Suspension Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason unless otherwise agreed by the Participant or is terminated without Cause by the Company or the Acquiring CorporationCompany.

Vesting. (a) The RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the 2.1 Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to will receive a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld benefit with respect to an RSU only if it vests. Except as explicitly set forth below, both of the vesting requirements described in Sections 2.2 and 2.3 below must be satisfied in order for an RSU to vest and become a “Vested RSU.” An RSU shall vest and become a Vested RSU on the first date upon which both the Service-Based Requirement and the Liquidity Event Requirement are satisfied with respect to that particular RSU. 2.2 The “Service-Based Requirement” will be satisfied as follows: the Service-Based Requirement will be satisfied with respect to 25% of the RSUs. The total number of RSUs or any cash payment in lieu subject to this Award on the 12-month anniversary of RSU Shares the applicable Vesting Commencement Date, and the Service-Based Requirement will be delivered satisfied with respect to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) 1/36th of the Plan or Section 3(a) aboveremaining number of RSUs monthly thereafter, in such that the event Service-Based Requirement with respect to RSUs subject to this Award is fully satisfied on the fourth anniversary of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the applicable Vesting ScheduleCommencement Date; provided, however, that these if a Liquidity Event (as defined below) occurs prior to Participant’s Termination of Service, the Service-Based Requirement will be deemed to have been fully satisfied with respect to all of Participant’s then-unvested RSUs shall immediately become vested and all of the RSUs will be Vested RSUs upon the occurrence of the Liquidity Event. Except as otherwise expressly provided in full ifthis Agreement, on vesting under this Section 2.2 will cease upon Participant’s Termination of Service for any reason. 2.3 The “Liquidity Event Requirement” will be satisfied as to any then-outstanding RSUs upon the occurrence of a Liquidity Event (as defined below) prior to Participant’s Termination of Service. A “Liquidity Event” means the first to occur of the following: (1) a Change in Control (as defined below); (2) the expiration of any lock-up in connection with an IPO (as defined below); (3) the Sale of an HDC Brand (as defined below) or the sale of any HDC subsidiary, or any entity in which the Company has an ownership stake of no less than 10%; or (4) the date that is one day prior to the first tenth anniversary of the date Date of the consummation Award of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationa particular RSU.

Vesting. (a) The RSUs Restricted Shares shall vest as follows: (b) Notwithstanding the foregoing, the Restricted Shares shall vest as follows: (i) all Restricted Shares shall vest in accordance the event of the death or Disability of the Key Employee; and (ii) all Restricted Shares shall vest if the Key Employee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the Vesting Schedule set forth occurrence of a Change in Control. (c) As soon as reasonably practicable after the Notice vesting of Grant all or any portion of the Restricted Shares, the Trust shall notify Key Employee or the Key Employee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Restricted Shares (the “Vesting ScheduleTax Notice”). Any fractional shares Key Employee or Key Employee’s legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not be required to remove the restrictions on such Shares until such time as the Key Employee or the Key Employee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Trust from time to time, may permit the Key Employee or the Key Employee’s legal representative to satisfy the minimum tax withholding obligations through the sale of all or a portion of such Shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down this Agreement or by a return to the nearest whole Trust of a number of RSUsShares having a fair market value equal to the withholding amount due. Upon each Vesting Date (orIn the event Key Employee or Key Employee’s legal representative, if as applicable, an earlier vesting date pursuant fails to Section 3(b) below, which, in such event, shall also be hereinafter referred make appropriate arrangements to as the “Vesting Date”)satisfy tax and withholding obligations, the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board Trust may, in its sole discretion, elect satisfy such tax and withholding obligations by: (i) returning to the Trust all or a portion of the Shares issued under this Agreement thereby withholding benefits under this Agreement; or (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee’s legal representative, as applicable. The Trust is authorized to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal over to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any appropriate authority, all federal, state, local and county, city or other taxes of as shall be required pursuant to any kind required to be withheld with respect to the vesting of the RSUs. The RSUs law or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dategovernmental regulation or ruling. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.

Vesting. (a) The RSUs shall a. Except as otherwise provided for in this Section, the Award will vest as provided in accordance with the Grant Notice. Except as otherwise provided for in this Section, vesting will cease upon separation from Service prior to the Vesting Schedule Dates set forth in the Grant Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in and upon such event, any portion of the Award including any dividend equivalents accrued thereon which has not vested shall also be hereinafter referred to forfeited. b. Notwithstanding subsection (a) above, and except as the “Vesting Date”provided in subsections (c)-(e), if, the Company shall settle terminates Participant’s Service involuntarily for any reason other than a termination for Cause (as defined in the vested portion Employment Agreement), or the Participant resigns for Good Reason (as defined in the Employment Agreement), and prior to any separation from Service the Participant has executed and continues to adhere to a Management-Employee Agreement in favor of the RSUs Company which contains a non-competition provision, then this Award shall not be terminated and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for shall continue to vest during each RSU that vests on such Vesting Date (full year after the “RSU Shares”). Alternatively, separation from Service during which the Board mayParticipant choses to extend and comply with the Management-Employee Agreement. c. Notwithstanding the foregoing, in its sole discretionthe event the Participant embezzles or misappropriates Company funds or property at any time, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as has been determined by the Board) Company to have failed to comply with the terms and conditions of any of the RSU Shares as following agreements which the Participant may have executed in favor of the Vesting Date less an amount equal Company: (i) Confidentiality and Protection of Business Agreement, (ii) Management-Employee Agreement, (iii) Sales-Employee Agreement, (iv) Data Security Agreement, (v) Non-Solicitation / Non-Compete and Confidentiality Agreement and Assignment of Inventions, or (vi) any other agreement containing post-employment restrictions, then to any federal, state, local and other taxes of any kind the extent that such Participant was legally required to comply with such an agreement, the Participant’s entire Award and dividend equivalents accrued thereon will be withheld automatically forfeited, whether vested or unvested, and the Participant will retain no rights with respect to the vesting of the RSUs. The such RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateand dividend equivalents accrued thereon. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in d. In the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan after giving effect to the final sentence of Section 2(f) of the Plan) and ), the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these vesting of outstanding RSUs shall automatically become vested in full immediately prior to such Change in Control Event; andbe accelerated as follows: (ii) If either i. In the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or event that the Change in Control Event Award is not a Reorganization Event, then in either case these RSUs shall continue to vest assumed in accordance with Section 12(b)(i) of the Vesting Schedule; providedPlan, however, that these all of the RSUs and dividend equivalents accrued thereon shall immediately become be deemed vested in full if, on or prior to the first anniversary as of the date of the consummation Change in Control, and shares in settlement of all of the RSUs subject to this Agreement shall be delivered and cash shall be paid for the dividend equivalents accrued thereon as soon as administratively practical, but in all events by the date that is 60 days after the date of the Change in Control. ii. In the event that the Award is assumed in accordance with Section 12(b)(i) of the Plan and within 12 months following the date of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or Service is terminated without Cause (as defined in the Employment Agreement) by the Company or an Affiliate or the Acquiring CorporationParticipant separates from Service for Good Reason (as defined in the Employment Agreement) (a “CIC Termination”) all of the RSUs and dividend equivalents accrued thereon shall be deemed vested as of the date of the CIC Termination, and shares shall be delivered in settlement of all of the RSUs subject to this Agreement and cash shall be paid for the dividend equivalents accrued thereon as soon as administratively practical, but in all events by the date that is 60 days after the date of the CIC Termination. e. In the event the Participant dies or is determined to be subject to a Disability while a Service Provider, vesting of outstanding RSUs and dividend equivalents accrued thereon shall be accelerated such that all of the RSUs and dividend equivalents accrued thereon shall be deemed vested as of the date of death or Disability and shares shall be delivered in settlement of all of the RSUs and cash shall be paid for the dividend equivalents as soon as administratively practical, but in all events by the date that is 60 days after the date of the death or Disability. f. In the event the Participant dies following a separation from Service, shares shall be delivered in settlement of any vested RSUs and cash shall be paid for any vested dividend equivalents as soon as administratively practical, but in all events by the last day of the year following the date of the Participant’s death.

Vesting. (a) The RSUs This option shall vest in accordance with and become exercisable evenly over four years, commencing on March 1, 2007, at the Vesting Schedule set forth rate of 25% per year, subject to your continued employment on the applicable vesting date. This option shall be subject to acceleration of vesting and exercisability as provided in the Notice Employment Agreement and you will receive credit for one additional year of Grant service for determining your vesting and exercisability rights on the first date on which you have earned a “Threshold Supplemental Performance Bonus” and your right to exercise the option shall become fully vested and exercisable on the first date on which you have earned the “Maximum Supplemental Performance Bonus,” as each such term is defined in the Employment Agreement. Payment of the option price shall be made in U.S. dollars or in Common Stock of the Corporation valued at its fair market value, or in a combination of such Common Stock and cash, or by any other method as may be approved by the Compensation Committee or otherwise permitted under the Plan. However, payment may not be made with Common Stock unless stock has been held for at least six months. Payment shall be made to the Corporation at its corporate office, Castle Brands Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: President. The exercise of your option is subject to the following terms and conditions: As a prerequisite to delivery of any stock certificates upon your exercise of an option granted hereunder, you shall give an undertaking and agree to the placing of such legends on your certificates as may be required by the Compensation Committee to assure compliance with any federal or state securities laws. The Common Stock purchased pursuant to the exercise of an option granted hereunder cannot be sold unless it has been registered under the Securities Act of 1933, as amended (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting DateAct”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian taxan exemption from registration under such Act. Except as provided below or in the Employment Agreement, whose shares you must be settled in previously unissued shares). If an employee or director of, or a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal consultant to the fair market value (as determined by Corporation or one of its subsidiaries at the Board) date of exercise and that employment, directorship or consultancy must have been continuous from the date hereof. For the purposes of the RSU Shares as Plan, persons on company-authorized leaves of the Vesting Date less an amount equal to any federalabsence are considered employees; however, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUslong-term disability is not considered employment. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in In the event of a Change change of control of the Corporation your rights to exercise this option shall be governed by your employment agreement, or if not specifically addressed in Control Event: your employment agreement or if you do not have an employment agreement, shall be governed by the Plan. In the event of (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, your death or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed termination of your employment, directorship or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason consultancy by the Participant Corporation for cause or is terminated without Cause cause, by the Company you or the Acquiring Corporation.due to long-term disability while an active employee, director or consultant, your rights to exercise this option shall be governed by your employment agreement, or if not specifically addressed in your employment agreement or if you do not have an employment agreement, shall be as follows:

Vesting. (a) The RSUs Shares that are granted hereby shall vest be subject to the Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Shares that are granted hereby in accordance with the following schedule, provided that Executive’s employment with the Company or its direct or indirect subsidiaries has not terminated prior to the applicable lapse date except as provided in Section 4(b) below. On the second anniversary of the Vesting Schedule Start Date (as set forth in the Notice of Grant Cover Sheet) (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Datelapse date”), the Company Forfeiture Restrictions shall settle the vested portion of the RSUs and shall therefore, subject lapse with respect to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date hundred percent (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board100%) of the RSU total number of Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dategranted hereby. (b) Notwithstanding If the provisions of Section 10(b) Executive’s employment terminates as a result of the Plan Executive’s involuntary termination not-for-Cause or Section 3(a) aboveGood Reason, in the event a number of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (Shares that are unvested as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of such termination will immediately vest in an amount equal to (i) the consummation product obtained by multiplying (A) the total number of Shares granted under this Agreement by (B) a fraction, the numerator of which is the number of days in the period beginning on the Grant Date and ending on the date of such termination of Employment, and the denominator of which is the number of days in the period beginning on the Grant Date and ending on the fourth anniversary of the Change Grant Date, minus (ii) the number of Shares that had vested pursuant to the vesting schedule set forth in Control Event, Section 4 (a) above as of the Participant’s employment or other relationship as an Eligible Participant with date of termination. Any unvested Shares that do not vest after application of the preceding sentence shall be forfeited to the Company upon the effective date of such termination without any payment or the Acquiring Corporation is terminated for Good Reason consideration due by the Participant or is terminated without Cause Company. (c) Upon the lapse of the Forfeiture Restrictions with respect to the Shares granted hereby the Company shall cause to be delivered to Executive such Shares in electronic book entry form, and such Shares shall be transferable by Executive (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable securities law). (d) If Executive ceases to be employed by the Company or a Subsidiary Corporation for any reason before the Acquiring Corporationlapse date, including death or disability and except as provided in Section 4(b) above, the Forfeiture Restrictions then applicable to the Shares shall not lapse and all the Shares shall be forfeited to the Company upon termination of employment and neither the Company nor any Affiliate shall have any further obligations to the Executive under this Agreement.

Vesting. (a) The RSUs PSUs shall be performance based and shall vest in accordance with at the Vesting Schedule set forth in end of the Notice Performance Period based on the achievement of Grant the performance goal as described on Exhibit X attached hereto (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting DateExhibit X”), and upon certification of achievement by the Company Compensation Committee. Upon a Change in Control, as defined in the Employment Agreement, the unvested PSUs shall settle be converted to a number of Restricted Stock Units equal to the number of Shares that would have vested portion on the date of the RSUs Change in Control based on the performance goals described in Exhibit X if the date of the Change in Control had been the last date of the Performance Period, and such Restricted Stock Units shall thereforevest on the last date of the Performance Period, subject to your continued employment until the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion last day of the Board to settle Performance Period and provided you are in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld continued compliance with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b6 of the Employment Agreement. Notwithstanding the foregoing, (i) in the event of a termination of your employment by the company without Cause or by you with Good Reason (as defined in Section 5(a)(3) of the Plan Employment Agreement) (other than under the circumstances set forth in clause (ii) of this paragraph) you shall remain eligible to receive the pro rata number of PSUs, based on the percentage of the Performance Period during which you were employed, provided the performance goals are met on the date of termination as if the date of termination had been the last date of the Performance Period, such pro rata number of PSUs to vest at the end of the Performance Period, provided you are in continued compliance with the provisions of Section 6 of the Employment Agreement and (ii) in the event of a termination of your employment by the company without Cause or Section 3(aby you with Good Reason within 12 months after a Change in Control, the Restricted Stock Units into which the PSUs shall have converted pursuant to the preceding paragraph shall immediately vest on the Date of Termination, as defined in the Employment Agreement, and the shares covered thereby shall be distributed to you within thirty (30) abovedays of the Date of Termination. Except as provided in the preceding paragraph, in the event of a Change in Control Event: (i) If termination of your employment with the Change in Control Event also constitutes a Reorganization Event (Company for any reason or for no reason prior to February 22, 2019, your then remaining unvested PSUs granted hereunder shall be forfeited and of no further force or effect. Other than as defined provided in the Planimmediately preceding Section as to conditions and timing of distribution of Common Stock with respect to PSUs vesting as a result of a termination of your employment and Section 8 of the Employment Agreement with regard to equity distributed as a result of your incurring a Separation from Service as an employee of the Company, any vested portion of the PSUs shall be distributed to you in shares of Common Stock on March 15 following the end of the Performance Period based upon a determination that the Company achieved the performance goal for the Performance Period. Dividends With respect to the PSUs, you will have the right to receive dividend equivalents (in cash or in kind, as the case may be) in respect of any dividend distributed to holders of Common Stock of record on and after the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting ScheduleDate of Award; provided, however, that these RSUs any such dividend equivalents shall immediately become vested in full if, on or prior be subject to the first anniversary same restrictions as the PSUs with regard to which they are issued, including without limitation, as to vesting (including accelerated vesting) and time of distribution. All such withheld dividends shall not earn interest, except as otherwise determined by the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant Administrator. You will not receive withheld dividends on any PSUs which are forfeited and all such dividends shall be forfeited along with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationPSUs which are forfeited.

Vesting. (a) The RSUs shall vest in accordance with You cannot exercise your Nonqualified Stock Option and purchase the Vesting Schedule Shares until your Nonqualified Stock Option is vested, which will occur as set forth in the Notice of Grant (the under “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon ” on Exhibit A (each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as a Nonqualified Stock Option becomes vested is the “Vesting Date”). Subject to the Plan and this Agreement, each vested Nonqualified Stock Option may be exercised and Shares may be purchased, in whole or in part, beginning on the applicable Vesting Date and ending at 5:00 p.m. Eastern Standard Time (“EST”) on the date set forth next to “Expiration Date of Award” on Exhibit A (the “Expiration Date”). The Nonqualified Stock Option will vest and become exercisable as to the portion of Shares and on the dates specified in the Vesting Schedule so long as your service with the Company shall settle is continuous and does not end. The Vesting Schedule is cumulative, meaning that to the vested extent your Nonqualified Stock Option has not already been exercised and has not expired, been cancelled or terminated, you may at any time purchase all or a portion of the RSUs and shall therefore, subject Shares that are vested pursuant to the payment Vesting Schedule. The terms of the Plan and this Agreement shall govern the forfeiture and the expiration of the Nonqualified Stock Options at any taxes pursuant time on, prior to Section 8(b), issue and deliver or after the Nonqualified Stock Option becomes vested. This Nonqualified Stock Option may be exercised only while you continue to provide services to the Participant one share Company or any Affiliate, and only if you have continuously provided such services since the date this Nonqualified Stock Option was granted. The following provisions shall also apply: (a) In the event your employment or service terminates by reason of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash your death or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value disability (as determined by the Boarddefined in Section 22(e)(3) of the RSU Shares as Code) (“Permanent Disability”), then all unvested Nonqualified Stock Options shall be forfeited and cancelled, and the vested Nonqualified Stock Options shall expire and be forfeited on the earlier of (i) the Expiration Date, or (ii) at 5 p.m. EST one (1) year after your date of employment or service termination for death or Permanent Disability. You shall not be deemed to have a Permanent Disability until proof of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect existence thereof shall have been furnished to the vesting of Company in such form and manner, and at such times, as the RSUs. The RSUs Company may require and you agree that any determination by the Company that you do or any cash payment in lieu of RSU Shares will do not have a Permanent Disability shall be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such datefinal and binding upon you. (b) Notwithstanding In the provisions event your employment or service is terminated by the Company for Cause, then all Nonqualified Stock Options whether vested or unvested shall be forfeited and cancelled immediately on the date of Section 10(byour termination of employment or service for Cause. Any determination by the Company that you have been terminated for Cause shall be determined by the Company in its sole discretion and shall be final and binding on you. (c) In the event your employment or service terminates for any reason other than those enumerated in (a) and (b) of the Plan or this Section 3(a) above3, in the event of a Change in Control Event: then (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are portion of each Nonqualified Stock Option that has not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary date of your employment or service termination shall immediately terminate and (ii) the remaining vested portion of each Nonqualified Stock Option shall terminate on the earlier of the applicable Expiration Date or 5:00 p.m. EST on the date that is ninety (90) days after the date of your termination of employment or service. (d) Notwithstanding anything to the consummation contrary in this Agreement in the case of a Nonqualified Stock Option, if you shall die at any time after your termination of employment or service and prior to the date of termination of the Change in Control Eventapplicable Nonqualified Stock Option, then the Participant’s employment remaining vested but unexercised portion of the applicable Nonqualified Stock Option shall terminate on the earlier of the Expiration Date or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation5:00 p.m. EST one (1) year after your date of death.

Vesting. (aUnless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 13.1(b) The RSUs of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall vest become vested in accordance with the following schedule (each date specified below being a Vesting Schedule set forth Date): (a) On the Initial Vesting Date, 33% of the Restricted Share Units shall become vested; (b) On the Corresponding Day in the Notice twelfth (12th) month following the Initial Vesting Date, an additional 33% of Grant the Restricted Share Units shall become vested; and (c) On the Corresponding Day in the twenty-fourth (24th) month following the Initial Vesting Date, 100% of the Restricted Share Units shall become vested. [Please refer to the website of the Third Party Administrator, Solium Capital LLC (Shareworks), which maintains the database for the Plan and provides related services, for the specific Vesting Dates related to the Restricted Share Units (click on the specific grant ID under the tab labeled “Vesting SchedulePortfolio – Stock Options and Awards”). Any fractional shares resulting from .] On each Vesting Date, and upon the application satisfaction of any percentages used in the Vesting Schedule shall be rounded down other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the nearest whole number Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of RSUs. Upon each a given date if Grantee’s Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Grant Date and prior to such Vesting Date (or, if applicable, an earlier the vesting date pursuant or forfeiture of such Restricted Share Units to be governed instead by Section 3(b) below, which6). In addition, in such eventthe event the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s General Counsel due to an alleged violation of the Company’s Code of Business Conduct, shall also be hereinafter referred to as the applicable law or other misconduct (a “Vesting DateSuspension Event”), the Company shall settle has the vested portion right to suspend the vesting of the RSUs and shall therefore, subject to Restricted Share Units until the payment of any taxes pursuant to Section 8(b), issue and deliver to day after the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value Company (as determined by the BoardGeneral Counsel or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the RSU Shares as of “Recovery Date”). If the Vesting Date less an amount equal to any federal, state, local Suspension Event has occurred and other taxes of any kind required to be withheld with respect prior to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Recovery Date, but in any event within 30 days of such date. (b) Notwithstanding the Grantee dies, is disabled or is terminated without Cause, then the provisions of this Section 10(b) of 5 and Section 6 continue to apply notwithstanding the Plan or Section 3(a) above, in the event of a Change in Control Suspension Event: (i) . If the Change in Control Event also constitutes a Reorganization Event Grantee resigns (as defined in the Planincluding due to Retirement) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or terminated for Cause prior to the first anniversary of Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of the consummation of the Change in Control Suspension Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason unless otherwise agreed by the Participant or is terminated without Cause by the Company or the Acquiring CorporationCompany.

Vesting. The target Performance-Based Shares under this Award is THIRTY THOUSAND (a30,000) The RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant Performance-Based Shares (the “Vesting ScheduleTarget Performance-Based Shares”). Subject to the terms and conditions of this Agreement, the restrictions on the Performance-Based Shares covered by this Award shall lapse and such shares shall vest as shown in the following table: Any fractional shares resulting created by such vesting will be rounded down to the nearest whole share. The annual equivalent return (“AER”) of the TSR shall be calculated for the Company and each component company of the Peer Group over the period commencing on and including March 2, 2014 and ending on and including February 25, 2017 (the “Measurement Period”). Each AER of the TSR shall be ranked from highest to lowest. The percentile rank of the application AER of any percentages used the TSR of the Company shall then be determined relative to the AER of the TSR ranking of each component company in the Vesting Schedule Peer Group (the “Company’s Percentile Rank”). In determining the number of companies in each percentile ranking, fractional numbers shall be rounded down to the nearest whole number of RSUsnumber. Upon each Vesting Date (orThe Company’s Percentile Rank shall then be utilized, as shown in the table above, to determine the percentage, if applicableany, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Target Performance-Based Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion under this Award. The AER of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment TSR calculations shall be equal to derived utilizing a calculation consistent with the fair market value annual equivalent return calculation employed by Bloomberg L.P.’s comparative total return (as determined by the BoardCOMP) of the RSU Shares function as of the Vesting Date less an amount equal to any federal, state, local and other taxes date of any kind required to be withheld this Agreement. The determination by the Company with respect to the achieving of the Company’s Percentile Rank for vesting of the Performance-Based Shares shall occur within 30 days after the last day of the Measurement Period and such date shall be the vesting date; provided, however, in the event that the Grantee is employed by the Company on the last day of the Measurment Period, the Grantee shall be entitled to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant Performance-Based Shares, as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) set forth above, in regardless of whether the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or Grantee’s employment terminates prior to the first anniversary formal determination of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationvesting.

Vesting. (a) The RSUs All Options granted pursuant to this Agreement shall vest and become exercisable in accordance with the Vesting Schedule set forth following schedule, in each case, subject to the Notice Optionee’s commencement of Grant and continued Employment (as defined below) through the “Vesting Schedule”). Any fractional applicable vesting date, except as otherwise provided in Section 2(c) below: Six month anniversary of Commencement Date (as defined below) 12.5 % Twelve month anniversary of the Commencement Date 12.5 % Eighteen month anniversary of the Commencement Date 12.5 % Twenty-four month anniversary of Commencement Date 12.5 % Thirty month anniversary of the Commencement Date 12.5 % Thirty-six month anniversary of Commencement Date 12.5 % Forty-two month anniversary of Commencement Date 12.5 % Forty-eight month anniversary of Commencement Date 12.5 % For purposes of the foregoing vesting schedule, the number of shares resulting from the application of any percentages used in the Vesting Schedule vested shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orshare, if applicable, an earlier until the last vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as on which date the “Vesting Date”), the Company shall settle the vested portion balance of the RSUs and shares shall therefore, vest subject to the payment of any taxes pursuant to Section 8(b), issue terms and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateconditions provided herein. (b) Notwithstanding In the provisions of Section 10(b) event the Optionee does not commence employment with the Company on or before May 23, 2022 (the “Commencement Date”), this Option shall be automatically forfeited and cancelled for no value without any consideration being paid therefor and otherwise without any further action of the Plan or Section 3(a) above, in the event of a Change in Control Event:Company whatsoever. (ic) If Subject to Section 2(b), upon any termination of the Change in Control Event also constitutes a Reorganization Event Optionee’s Employment by the Company without “Cause” (as defined in the PlanOptionee’s employment agreement with the Company or its “Affiliates” (as defined below)), the Optionee shall be credited with an additional three (3) months of vesting provided that the Optionee satisfies any terms and conditions applicable to such additional vesting stated in the RSUs are Optionee’s employment agreement with the Company or its Affiliate. (d) Any portion of the Option that does not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest exercisable in accordance with the Vesting Schedule; providedprovisions of Section 2 hereof shall be automatically forfeited and cancelled for no value without any consideration being paid therefor and otherwise without any further action of the Company whatsoever on the earliest to occur of the events listed in Section 3. For the avoidance of doubt, however, that these RSUs there shall immediately become vested be no proportionate or partial vesting in full if, on or the periods prior to each vesting date set forth in Section 2(a) and all vesting shall occur only on the first anniversary applicable vesting date, subject to the Optionee’s commencement of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant and continued Employment with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationon each applicable vesting date, except as otherwise provided in Section 2(c).

Vesting. (a) The RSUs Granted PBRSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant be subject to both a time-based vesting condition (the “Vesting ScheduleTime-Based Condition”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date ) and a performance-based vesting condition (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting DatePerformance-Based Condition”), the Company shall settle the vested portion as described herein. None of the RSUs Granted PBRSUs (or any portion thereof) shall be “vested” for purposes of this Agreement unless and until both the Time-Based Condition and the Performance-Based Condition for such Granted PBRSUs are satisfied. The number of Granted PBRSUs that become “vested” for purposes of this Agreement (which, for the sake of clarity and avoidance of doubt, may be less than or greater than the number of PBRSUs specified above as having been granted on the Grant Date) shall thereforeequal the product of (x) the number of the Granted PBRSUs that have satisfied the Time-Based Condition and (y) the percentage level at which the Performance-Based Condition has been satisfied. (i) The Time-Based Condition shall be satisfied on the Performance Measurement Date (as defined below), subject to the payment of any taxes pursuant Participant not having ceased to perform services to the Company, except as provided in Section 8(b2(c), issue and deliver prior to the Participant one share of Common Stock for each RSU that vests on such Vesting Date Performance Measurement Date. (ii) The percentage level at which the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion Performance-Based Condition is satisfied will be measured as of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall Performance Measurement Date and will be equal to the fair market value average of the Achievement Percentages separately determined for the Performance Goals (as defined below), where such average ultimately is determined by the Board) weighing differently each of the RSU Shares Performance Goals as follows: [•]% of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares such average will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days measured by Cumulative Adjusted EBITDA; [•]% of such date.average will be measured by End-to-End RCM Agreement Growth; and [•]% of such average will be measured by Modular Sales Revenue. Level of Performance Table 1: Non-COC Measurement Date ([•]) Performance Goals Achievement Percentage (%) Cumulative Adjusted EBITDA ($M) End-to-End RCM Agreement Growth ($B) Modular Sales Revenue ($M) Below Threshold <[•] <[•] <[•] [•] Threshold [•] [•] [•] [•] Target [•] [•] [•] [•] Maximum [•] [•] [•] [•] (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i1) If the Change in Control Event also constitutes a Reorganization Event (as defined in Performance Measurement Date is the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization EventNon-COC Measurement Date, then in either case these RSUs shall continue achievement will be determined pursuant to vest in accordance with the Vesting Schedule; providedTable 1 above, however, that these RSUs shall immediately become vested in full if, on or prior subject to the first anniversary terms and conditions of this paragraph. The maximum number of Granted PBRSUs that satisfy the Performance-Based Condition and thus become “vested” cannot exceed [•]% of the date Granted PBRSUs. For each Performance Goal, performance between Threshold and Target or between Target and Maximum will be determined on a pro-rata basis using straight-line interpolation between the Achievement Percentages for the relevant levels of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationperformance.

Vesting. (a) ● The RSUs shall vest in accordance with LTIP Units granted hereunder will be 100% vested on the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion one year anniversary of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Grant Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) aboveand except as otherwise provided herein, in the event you incur a Termination of Service prior to such anniversary date, the LTIP Units granted hereunder will be forfeited (unless such Termination of Service occurs in connection with a Change in Control in which the LTIP Units vesting is accelerated consistent with the terms below, with any such determination to be made by the “administrator” of the Plan). ● Notwithstanding the above vesting schedule, the LTIP Units granted hereunder will become 100% vested upon your Termination of Service due to your death or “Disability” within the meaning of the Plan (with any such determinations of “Disability” made by the “administrator” of such Plan). ● The provisions in Section 18 of the Plan regarding vesting upon a Change in Control of InfraREIT Inc. shall also apply to the LTIP Units granted hereunder, except that, upon the consummation of a Change in Control Event: Control, the LTIP Units granted hereunder, unless previously forfeited, will become 100% vested in all circumstances. [INSERT THE NAME OF PARTICIPANT] The undersigned spouse (i“Spouse”) If of the Change Participant Interest Holder (“Participant”) who is a party to that certain Award Agreement described above (the “Agreement”), hereby acknowledges that the undersigned Spouse has read the Agreement in Control Event also constitutes a Reorganization Event (its entirety and that the undersigned Spouse is fully aware of and clearly understands that Participant has agreed to the terms and conditions of the Second Amended and Restated Agreement of InfraREIT Partners, LP, effective as defined of the time described in the PlanAgreement (“Partnership Agreement”). The undersigned Spouse desires to bind his or her community or other marital property interest (if any) in any and all benefits or interests conferred by the Agreement. In consideration of these premises, the undersigned Spouse of Participant hereby expressly consents that Participant may execute the same and hereby expressly joins in, agrees to, accepts, and consents to all of the terms and conditions of the Agreement. The undersigned Spouse hereby agrees to be bound by all of the terms and conditions of the Agreement that are or may be applicable to the undersigned Spouse or to awards of Participant in which the undersigned Spouse has or may have a community or other marital property interest, and to execute and deliver all other additional agreements, instruments, and documents and to perform such additional acts as may be necessary or appropriate to effectuate, comply with, or fulfill the terms, provisions, and purposes of the Agreement and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior transactions contemplated thereby. Any amendments to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment Agreement or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason Partnership Agreement that are consented to by the Participant shall be binding upon the undersigned Spouse. The undersigned Spouse hereby acknowledges and agrees that the termination of the marital relationship of Participant and the undersigned Spouse for any reason shall not have the effect of removing any award of LTIP Units otherwise subject to the Agreement and the Partnership Agreement from the coverage thereof and that the covenants made in the Agreement (INCLUDING, WITHOUT LIMITATION, THIS SPOUSAL CONSENT) shall be, and hereby are, accepted as binding on Spouse individually and upon all persons ever to claim under Spouse. Nothing in the Agreement, the Partnership Agreement or this SPOUSAL CONSENT shall be construed to create in Spouse any rights or interests to which Spouse would not otherwise be entitled at law or in equity, nor is terminated this SPOUSAL CONSENT intended to deprive Spouse of any rights that he or she may have under applicable marital property laws; however, no party to this Agreement shall be obliged to deal with Spouse directly and any such right of Spouse may be exercised only by or through Participant, and Spouse agrees that the Partnership and/or General Partner is/are entitled without Cause by restriction to deal with Participant for all purposes of the Company or the Acquiring CorporationAgreement and Partnership Agreement and has/have no obligation whatsoever to Spouse.

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3 or Section 6 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The RSUs or any cash payment extent to which the Grantee’s interest in lieu the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of RSU Shares will the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be delivered based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Participant as soon as practicable following each Vesting DateCompany’s net income determined under U.S. generally accepted accounting principles (“GAAP”), but before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in any event within 30 days of such dateaccordance with GAAP. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) following the Plan) and Performance Period shall be determined at the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedulefollowing schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 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 Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification 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”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, howeverno 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 Company, that these RSUs shall immediately become vested in full ifor any other circumstance or event, on including any circumstance or prior to event outside the first anniversary control of the date Grantee, adversely affects the ability of the consummation Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationPerformance Goal.

Vesting. (a) The RSUs For any Award Period, the following number of Performance Shares shall vest if and only if a Management Representative (defined below) or the Compensation Committee, as applicable, determines, in accordance with this Paragraph 4, that the Vesting Schedule set forth Performance Target (as defined in Paragraph 4(e)(iii)) for that Award Period has been met by the Trust: If there are any Performance Shares that have not vested after Management's Representative or the Compensation Committee, as applicable, has determined the number of Performance Shares that will vest with respect to the final Award Period, then any and all then-remaining Performance Shares which have not vested shall terminate and be forfeited. (b) Within sixty (60) days after the end of each Award Period, Management's Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Key Employee (or the executors or administrators of the Key Employee's estate) of such determination. If Management's Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Key Employee shall incur an Involuntary Termination (as defined in the Notice Plan) during the one year period commencing with the occurrence of Grant a Change in Control. (d) As soon as reasonably practicable after the vesting of all or any portion of the Performance Shares, the Trust shall notify Key Employee or the Key Employee's legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Vesting ScheduleTax Notice”). Any fractional shares Key Employee or Key Employee's legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not be required to remove the restrictions on such Shares until such time as the Key Employee or the Key Employee's legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Trust from time to time, may permit the Key Employee or the Key Employee's legal representative to satisfy the Trust's minimum statutory tax withholding obligations as determined by the Trust's accounting department through (i) the sale of all or a portion of such Shares resulting from this Agreement through the application of any percentages used in the Vesting Schedule shall be rounded down employer's broker or (ii) by returning to the nearest whole Trust a number of RSUsShares having a fair market value equal to the minimum statutory tax withholding amount due. Upon each Vesting Date (orShares cannot be returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Key Employee or Key Employee's legal representative, if as applicable, an earlier vesting date pursuant fails to Section 3(b) below, which, in such event, shall also be hereinafter referred make appropriate arrangements to as the “Vesting Date”)satisfy tax and withholding obligations, the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board Trust may, in its sole discretion, elect satisfy such tax and withholding obligations by: (i) returning to the Trust all or a portion of the Shares issued under this Agreement; or (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee's legal representative, as applicable. The Trust is authorized to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal over to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any appropriate authority, all federal, state, local and county, city or other taxes of as shall be required pursuant to any kind required to be withheld with respect to the vesting of the RSUs. The RSUs law or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dategovernmental regulation or ruling. (be) Notwithstanding the provisions For purposes of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Eventthis Agreement: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.

Vesting. (a) Except as may be otherwise provided in Section 3, Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The RSUs Performance Goal shall vest be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the one-year period beginning September 1, 2020 and ending on August 31, 2021 (the “Performance Period”). Cumulative EPS for the Performance Period shall be measured on August 31, 2021 (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target; and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with previously approved Board restructuring plans, divided by the weighted average number of outstanding shares as of August 31, 2021 and determined in accordance with GAAP. Notwithstanding anything to the Vesting Schedule set forth contrary contained in the Notice preceding sentence, in the event that, as determined in the sole discretion of Grant the Compensation Committee of the Board (the “Vesting ScheduleCommittee”). Any fractional shares resulting from the application of any percentages used ) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Vesting Schedule shall be rounded down to Company’s business (each of the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter foregoing events being referred to herein as the a “Vesting DateMaterial Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company shall settle to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the vested portion Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateMaterial Event. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) following the Plan) and Performance Period shall be determined at the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedule; providedfollowing schedule: Notwithstanding the foregoing schedule, howeverno fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement, any fractional Share that these RSUs would have resulted from the foregoing calculations shall immediately be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in full ifaccordance with this Section 2, on or prior subject to the first anniversary Committee determining that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the consummation Restricted Stock Units have been satisfied, which shall be no later than ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be made by (i) such Grantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the Chief Operating Officer of the Company or (iii) the President of the Company (each, an “Authorized Officer”). The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control EventControl. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the Participant’s employment or other relationship as an Eligible Participant with control of the Grantee, adversely affects the ability of the Company or the Acquiring Corporation is terminated for Good Reason by Grantee to satisfy the Participant Performance Goal or is terminated without Cause by in any way prevents the Company or satisfaction of the Acquiring CorporationPerformance Goal.

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3 or Section 6 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The RSUs or any cash payment extent to which the Grantee’s interest in lieu the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of RSU Shares the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2017 and ending on August 31, 2020 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2020 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under approved plans, goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill [ ] divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary in the preceding sentence, the attainment of the Performance Goal will be delivered measured by appropriately adjusting the evaluation of Performance Goal performance to exclude the Participant as soon as practicable following each Vesting Date, but effect of any changes in any event within 30 days accounting principles that may be required by GAAP after the Date of such dateGrant affecting the Company’s Performance Goal results. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) following the Plan) and Performance Period shall be determined at the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedulefollowing schedule: Less than [$X] 0 % [$X] 20 % [$X] 100 % [$X] 150 % Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 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 Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification 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 Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, howeverno 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 Company, that these RSUs shall immediately become vested in full ifor any other circumstance or event, on including any circumstance or prior to event outside the first anniversary control of the date Grantee, adversely affects the ability of the consummation Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationPerformance Goal.

Vesting. (a) The RSUs Subject to the terms and conditions of this Agreement, a number of Restricted Stock Units shall vest in accordance with and shall no longer be subject to any restriction on the Vesting Schedule set forth in date that the Notice of Grant Committee determines and certifies (the “Vesting ScheduleDetermination Date”) the Company’s achievement in respect of each Goal (as defined below) for [the three-year period beginning on January 1 of the year of Grant date] (such period, the “Performance Period”). Any fractional shares resulting from , provided that the application Participant is continuously employed by one or more of the Company’s Affiliates (collectively, Company and its Affiliates and any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to successors thereto defined as the “Vesting DateAssurant Group”), ) until the Company shall settle the vested portion third anniversary of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Grant Date. Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment Restricted Stock Units shall be equal to determined based upon the fair market value (as determined by Company’s performance during the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld Performance Period with respect to the vesting following goals (the “Goals”) established by the Company within 90 days following the commencement of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to Performance Period (the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: “Performance Level”): (i) If the Change in Control Event also constitutes a Reorganization Event achievement of total shareholder return measured relative to the S&P 500 Index (“TSR”) and (ii) adjusted earnings per share, excluding: (A) reportable catastrophes (as defined in the PlanCompany’s audited consolidated financial statements) and (B) the RSUs are not assumednet effect of changes in tax laws or regulations (“Adjusted EPS”). Each Goal shall be weighted equally in determining the Company’s Performance Level. The number of Restricted Stock Units that shall vest pursuant to the TSR Goal shall be determined as follows: Targeted Percentile Rank Percentage of Applicable Restricted Stock Units that Vest 75th Percentile and Above 200% 50th Percentile 100% 25th Percentile 50% Below 25th Percentile 0% Vesting for index performance that falls between the 25th and 50th and 50th and 75th percentiles shall be determined by straight-line interpolation. The number of Restricted Stock Units that shall vest pursuant to the Adjusted EPS Goal shall be determined as set forth in Appendix A attached hereto. On the Determination Date, the Committee shall determine the number of Restricted Stock Units, if any, that shall vest pursuant to each Goal. Such determinations shall be final, binding and conclusive on all persons for all purposes. For purposes of calculating TSR, the Committee has determined that a 20-trading day average stock price calculation at the start and end of the Performance Period applies and the beginning stock price shall be the average closing price for the 20 consecutive trading days immediately preceding the first day of the Performance Period and the ending stock price shall be the average closing price for the 20 consecutive trading days ending the last day of the Performance Period (or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event if that day is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Eventtrading day, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationimmediately preceding trading day).

Vesting. (a) The RSUs Subject to the accelerated vesting provisions provided below, earned Performance Based Restricted Stock Units subject to the Award shall vest on the last day of the Vesting Period, if Employee remains employed by the Company or its Subsidiaries through such date. For the avoidance of doubt, if the Company fails to achieve at least the Earnings Per Share Threshold, an Employee shall be entitled to receive no shares of Stock with respect to seventy-five percent (75%) of the Performance Based Restricted Stock Units subject to the Award (as described in accordance Section 2), unless the deemed Cumulative Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. Likewise, if the Company fails to achieve at least the Return on Invested Capital Threshold, an Employee shall be entitled to receive no shares of Stock with respect to twenty-five percent (25%) of the Performance Based Restricted Stock Units subject to the Award (as described in Section 2), unless the deemed Average Return on Invested Capital provisions in this Section specifically modify such result. If, during the Performance Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s employment during the Performance Period divided by twelve), based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months during the Performance Period before the date of the Change in Control, divided by twelve), and the Cumulative Earnings Per Share from Continuing Operations shall be deemed to be one hundred percent (100%) of the Earnings Per Share Target and the Average Return on Invested Capital shall be deemed to be one hundred percent (100%) of the Return on Invested Capital Target, regardless of actual performance. If, after the Performance Period but during the Vesting Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in Control occurs, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period. Except as provided in Section 4.1 below, in the event of the termination of employment of Employee with the Vesting Schedule set forth in Company and its Subsidiaries for any other reason before the Notice end of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule Period, all Performance Based Restricted Stock Units that are not vested at the time of such termination of employment (after first taking into account the accelerated vesting provisions of this Section 4) shall be rounded down to forfeited. In the nearest whole number event of RSUs. Upon each Vesting Date termination of employment (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, whether or not in such event, shall also be hereinafter referred to as the “Vesting Date”breach of local labor laws), the Company shall settle have the vested portion of the RSUs and shall therefore, subject exclusive discretion to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of determine the date of termination of employment for purposes of this Award. Such termination date shall be the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or is terminated without Cause by the Company or the Acquiring Corporationsimilar period pursuant to local law).

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The RSUs Performance Goal shall vest be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2022 and ending on August 31, 2025 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2025 (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the Vesting Schedule set forth contrary contained in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used preceding sentence, in the Vesting Schedule shall be rounded down event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the nearest whole number Company’s business (each of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter the foregoing events being referred to herein as the a “Vesting DateMaterial Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company shall settle to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the vested portion Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateMaterial Event. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) shall be determined at the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedule; providedfollowing schedule, howeveras determined by the Committee: Below [**Redacted] 0 % [**Redacted] 20 % [**Redacted] 100 % [**Redacted] 150 % Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that these RSUs is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall immediately be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in full ifaccordance with this Section 2, on or prior subject to the first anniversary Committee determining that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the consummation Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Exchange Act, the determination may be made by (i) such ▇▇▇▇▇▇▇’s divisional Executive Vice President or the Chief Executive Officer of the Company, (ii) the Chief Operating Officer of the Company or (iii) 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 limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control EventControl. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the Participant’s employment or other relationship as an Eligible Participant with control of the Grantee, adversely affects the ability of the Company or the Acquiring Corporation is terminated for Good Reason by Grantee to satisfy the Participant Performance Goal or is terminated without Cause by in any way prevents the Company or satisfaction of the Acquiring CorporationPerformance Goal.

Vesting. (a) Subject to Sections 3 and 4, the Grantee must continue as an active employee of an Employing Company for three years from the Date of Grant, subject to the Employing Company’s right to terminate the Grantee’s employment at any time. The RSUs shall vest in accordance with as follows: (a) upon the Vesting Schedule set forth in first anniversary of the Notice Date of Grant, one-third of the RSUs granted on the Date of Grant shall vest, provided that the Grantee is employed by an Employing Company on such anniversary, (b) upon the “Vesting Schedule”)two year anniversary of the Date of Grant, an additional one-third of the RSUs granted on the Date of Grant shall vest, provided that the Grantee is employed by an Employing Company on such anniversary, and (c) upon the three year anniversary of the Date of Grant, the remaining one-third of the RSUs granted on the Date of Grant shall vest, provided that the Grantee is employed by an Employing Company on such anniversary. Any All fractional shares unvested RSUs, if any, resulting from the application ratable vesting shall vest as whole RSUs upon the latest vesting date. Except as provided in Sections 3 and 4 of this Agreement, notwithstanding any percentages used in other terms or conditions of the Vesting Schedule shall be rounded down Plan, the Administrative Regulations or this Agreement to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) abovecontrary, in the event of a Change the Grantee’s termination of employment, regardless of the reason for such termination and whether or not later found to be invalid or in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined breach of employment laws in the Plan) and jurisdiction where the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event Grantee is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted employed or the Change in Control Event is not a Reorganization Eventterms of the Grantee's employment agreement, then in either case these RSUs shall continue if any, the Grantee’s right to vest in accordance with the Vesting Schedule; providedRSUs, howeverif any, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary will terminate effective as of the date that the Grantee is no longer actively employed by an Employing Company and will not be extended by any notice period (i.e., active employment would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where the Grantee is employed or the terms of the consummation Grantee's employment agreement, if any). The Committee shall have the exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationRSUs.

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3 or Section 6 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The RSUs or any cash payment extent to which the Grantee’s interest in lieu the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of RSU Shares will the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be delivered based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2014 and ending on August 31, 2017 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2017 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Participant as soon as practicable following each Vesting DateCompany’s net income determined under U.S. generally accepted accounting principles (“GAAP”), but before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in any event within 30 days of such dateaccordance with GAAP. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) following the Plan) and Performance Period shall be determined at the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedulefollowing schedule: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 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 Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, howeverno 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 Company, that these RSUs shall immediately become vested in full ifor any other circumstance or event, on including any circumstance or prior to event outside the first anniversary control of the date Grantee, adversely affects the ability of the consummation Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationPerformance Goal.

Vesting. (a) The RSUs vesting of this Award shall be subject to the time-based vesting provisions set forth herein and the Company’s collection of the outstanding accounts receivable on the Suez Canal project in fiscal year 2016 in the amount of $21,200,940. If the Company fails to achieve the performance goal specified in this Section 2(a) on or prior to December 31, 2016, this Award shall be forfeited in its entirety and no payment shall be made with respect to this Award. (b) Except as may be accelerated as set forth below, and except as may be accelerated as set forth in any employment or consulting agreement between the Participant and the Corporation or an Affiliated Entity, the Award shall vest on the third anniversary of the Award Date (the “Vest Date”) if the Participant is continuously employed by the Corporation or an Affiliated Entity through the Vest Date. (c) Upon the Participant’s termination due to death or Disability (as defined below), to the extent not previously forfeited (including pursuant to Section 2(a)), the Award shall be fully vested. (d) Upon the Participant’s termination due to Retirement (as defined below), to the extent not previously forfeited (including pursuant to Section 2(a)), the Award shall vest on the date of termination; provided however, if the Participant’s Termination due to Retirement occurs prior to December 31, 2016, then the portion of the Award that shall vest shall be prorated and determined based on the product of (A) the lesser of (i) the number of days served during 2016 plus 90, divided by 366, and (ii) one; times (B) Award value. Any portion of the Award that does not vest in accordance with the Vesting Schedule set forth formula shall be forfeited. (e) Upon a Change in Control (as defined in the Notice of Grant Great Lakes Dredge & Dock Corporation 2007 Long-Term Incentive Plan (the “Vesting Schedule2007 Plan”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion Compensation Committee of the RSUs and shall therefore, subject to Board of Directors of the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date Corporation (the “RSU SharesCommittee”). Alternatively, the Board may) may elect, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to accelerate the vesting of the RSUsAward. The RSUs or any cash payment in lieu No provision of RSU Shares will be delivered this Agreement shall require the Committee to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of accelerate such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of vesting upon a Change in Control Event:or any other event. (if) To the extent the Award has not vested upon the Participant’s termination for any reason other than death, Disability or Retirement, the Award shall be immediately forfeited upon such termination, except as may be otherwise provided in this Section 2(f), below. If an employment or consulting agreement provides for some degree of accelerated vesting of long-term incentive award conditioned on the Participant signing a release, separation agreement or other post-termination conduct, the forfeiture of the unvested Award will be held in abeyance until the period for signing the release or separation agreement (and not rescinding it) or such other post-termination conduct expires, at which point a determination will be made by the Corporation or an Affiliated Entity as to whether the requirements for accelerated vesting have been met. If the Change in Control Event also constitutes a Reorganization Event (as defined criteria for accelerated vesting have been met, in the Plan) and sole discretion of the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted Corporation or the Change in Control Event is not a Reorganization EventAffiliated Entity, then in either case these RSUs the Payment Date shall continue to vest in accordance with be 60 days after the Vesting Scheduledate of the Participant’s termination; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary event the Participant satisfies the Rule of 75 at the date time of the consummation of the Change in Control Eventsuch termination, the Participant’s employment or other relationship as an Eligible Participant with Payment Date shall be the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationregularly scheduled Vest Date.

Vesting. (a) The RSUs Unless otherwise set forth in an agreement between the Participant and the Company, the number of PSUs that vest on the applicable Vesting Date(s), if any, shall vest be determined by the level of attainment of the Performance Metric during the Performance Periods in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall thereforeAppendix A attached hereto, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver Participant continuously providing services to the Participant one share of Common Stock for Company or its Affiliates through each RSU that vests on such Vesting Date (Date. The Committee shall certify the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu level of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion achievement of the Board to Performance Metric no later than thirty (30) days following the last day of each Performance Period, as contemplated by Appendix A. Notwithstanding the preceding sentence, any PSUs achieved by Participant shall settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each the applicable Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding Unless otherwise set forth below, if the provisions Participant incurs a termination of Section 10(bservice for any reason at any time prior to the applicable Vesting Date(s) contemplated by Appendix A (including if the Participant voluntarily resigns without Good Reason), the Participant shall forfeit any unvested PSUs as of the Plan date of termination of service. 1 Note to draft: The number of PSUs representing a target value of $2.45 million, determined by the Monte Carlo method. (c) Upon the Participant’s termination of service (i) by the Company without Cause (which term for all purposes of this Agreement shall have the same meaning as a “Cause Event” under the Employment Agreement) or Section 3(a(ii) aboveby the Participant for Good Reason, in either case during the event period beginning three (3) months prior to the effective date of a Change in Control Event: and ending on the second anniversary following such effective date (isuch period a “CIC Period” and such termination, a “CIC Termination”), then in each case the unvested PSUs shall vest in full (x) If based on actual performance for any Performance Period that is completed prior to the termination date, or (y) for any Performance Period that is not completed prior to the termination date, and notwithstanding anything in Appendix A to the contrary, based on the Change in Control Event also constitutes a Reorganization Event (price, as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, determined by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior Committee by reference to such Change in Control Event; and (ii) If either the definitive documentation for the Change in Control Event is also a Reorganization Event transaction and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue with any such Performance Period under this clause (y) being deemed to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, have ended on or prior to the first anniversary of the date of the consummation of the Change in Control Event, Control. Any PSU’s that vest in accordance with this clause (c) shall vest as of the date of the Participant’s employment termination of service or other relationship as an Eligible Participant the date of such Change in Control, if later than the date of such termination of service. (d) Upon the Participant’s death or Disability, the unvested PSUs shall vest in full (x) based on actual performance for any Performance Period that is completed prior to the termination date, or (y) for any Performance Period that is not completed prior to the termination date, and notwithstanding anything in Appendix A to the contrary, with the applicable price being based on the average closing stock price of each trading day during the 90 calendar days ending on the day before the termination date and with any such Performance Period under this clause (y) being deemed to have ended on the date of the termination, and with such vesting to be effective as of the date of the termination. (e) Upon the Participant’s termination of service (i) by the Company without Cause, or the Acquiring Corporation is terminated for Good Reason (ii) by the Participant or is terminated without Cause by for Good Reason, in each case, outside the Company or CIC Period, the Acquiring Corporationunvested PSUs shall vest on the applicable Vesting Date as if the Participant had remained actively employed through such date, based on actual performance for any Performance Period; provided, however, such unvested PSUs shall, at all times prior to the applicable Vesting Date, remain subject to forfeiture in accordance with Section 3 below.

Vesting. (a) The RSUs Restricted Stock Units have been credited to a bookkeeping account on behalf of the Participant. The Restricted Stock Units shall be earned in whole, in part, or not at all, as provided herein. Following the end of each fiscal year in the a three-year performance period that commences on the Grant Date (such three-year period is referred to as “the Performance Period”), the Committee shall determine the Company’s achievement of the performance goals, described in more detail below, and shall certify such results in writing. Upon such certification, a portion of the Restricted Stock Units may become vested (the “Vesting Date,” as applicable), if the Company achieves a pre-determined level of the performance goals and the Participant remains in service on the Vesting Date. Any Restricted Stock Units that fail to vest by the end of each year in the Performance Period in accordance with the Vesting Schedule set forth in the Notice terms of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule this Agreement shall be rounded down forfeited and reconveyed to the nearest whole number Company without further consideration or any act or action by the Participant. For purposes of RSUs. Upon each Vesting Date this Agreement, the performance goals shall be based on the Company’s annual return on average tangible common equity, as adjusted for merger-related expenses (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting DateAROATCE”), and the Company Company’s adjusted nonperforming assets as a percentage of total assets. The Company’s AROATCE performance must attain at least the “threshold level” of the goal for the Restricted Stock Units to be eligible to vest in a given year of the Performance Period. If, for a particular year in the Performance Period, the Company’s level of attainment of the AROATCE goal falls below the threshold level, the Participant shall settle not vest in any Restricted Units in that year and shall forfeit 33.33% of the Restricted Units eligible for vesting in that year. If the Company’s level of attainment of the AROATCE goal set forth below falls between “threshold” to “target” and “target” to “maximum,” the Committee shall use straight line interpolation to determine the vested portion of the RSUs Restricted Stock Units for that year in the Performance Period. Any Restricted Stock Units that fail to vest at the end of the Performance Period shall be forfeited immediately and shall therefore, subject reconveyed to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs Company without further consideration or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan act or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason action by the Participant and the Participant shall have no further right or is terminated without Cause by interest in the Restricted Stock Units. The “threshold,” “target,” and “maximum” for the Company’s AROATCE performance goal and the portion of the Restricted Stock Units eligible for vesting if the Company or the Acquiring Corporation.achieves such level are as follows:

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3 or Section 6 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The RSUs or any cash payment extent to which the Grantee’s interest in lieu the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of RSU Shares will the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be delivered based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Participant as soon as practicable following each Vesting DateCompany’s net income determined under U.S. generally accepted accounting principles (“GAAP”), but before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in any event within 30 days of such dateaccordance with GAAP. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) following the Plan) and Performance Period shall be determined at the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedulefollowing schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 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 Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification 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”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, howeverno 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 Company, that these RSUs shall immediately become vested in full ifor any other circumstance or event, on including any circumstance or prior to event outside the first anniversary control of the date Grantee, adversely affects the ability of the consummation Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationPerformance Goal.

Vesting. (a) The RSUs If, at the time of execution of this Agreement, Employee has ten or more years until he reaches Normal Retirement Age, Employee's right to a Retirement Benefit shall vest over a period of 10 years, at the rate of 10% for each Year of Participation by Employee. If, at the time of execution of this Agreement, Employee has three or fewer years until he reaches Normal Retirement Age, Employee's right to a Retirement Benefit shall vest over a period of three (3) years, at the rate of 33-1/3% for each Year of Participation by Employee. In addition, Employee shall become fully vested in accordance his or her Retirement Benefit upon the occurrence of his or her death, Disability or a Change in Control. Notwithstanding any other provision of this Agreement to the contrary, if Employee's employment with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule Company is terminated for Cause, Employee shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash forfeit his or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal her rights to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such datebenefits under this Agreement. (b) Notwithstanding Employee acknowledges and agrees that during the provisions of vesting period described in Section 10(b) of the Plan or Section 3(a3.4(a) above, the Company may, from time to time, be required by applicable law to withhold amounts for certain federal employment taxes related to or incurred in connection with the event amount of a Change the benefit vested during each Year of Participation (the "Employment Taxes"). Employee may elect, in Control Event: his sole discretion, to pay such Employment Taxes by either (i) If delivering to the Change Company a check, cash or other readily available funds in Control Event also constitutes a Reorganization Event (as defined in an amount equal to the Plan) and Employment Taxes no later than 30 days prior to the RSUs are not assumedend of the applicable Year of Participation, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and SUPPLEMENTAL BENEFIT AGREEMENT - JOHNIE SCHULTE Page 4 (ii) If either executing suc▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ as the Change Company may require authorizing the Company to, beginning July 1 of the applicable Year of Participation, withhold from the Employee's compensation, in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or equal amounts per pay period, the Change in Control Event is not a Reorganization EventEmployment Taxes. Notwithstanding the foregoing, then in either case these RSUs shall continue to vest in accordance if Employee terminates service with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or Company subsequent to receiving a Year of Participation for vesting purposes under the Plan but prior to paying the first anniversary entire amount of Employment Taxes applicable to such Year of Participation, Employee agrees, in the sole discretion of the Company, to either (i) execute such documentation as the Company may require authorizing the Company to withhold from the Employee's final paycheck the balance of the Employment Taxes due or (ii) deliver to the Company a check, cash or other readily available funds in an amount equal to the Employment Taxes no later than the date of the consummation termination of the Change in Control Event, the Participant’s Employee's employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationCompany.

Vesting. (a) The RSUs Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary (or one of the Company’s affiliates) from the Grant Date through each of the Vesting Schedule set forth in the Notice Dates. The number of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application Units that shall be eligible to vest on each of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment Dates shall be equal to (i) the fair market value (as total number of Units that are determined by to be eligible to vest based on the Board) level of attainment of the RSU Shares as Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateDates. (b) Notwithstanding As soon as reasonably practicable after the provisions of Section 10(b) completion of the Plan or Section 3(a) abovePerformance Period and no later than the first Vesting Date, in the event Committee shall determine the actual level of a Change in Control Event: (i) If attainment of the Change in Control Event also constitutes a Reorganization Event (as defined in Performance Goals. On the Plan) and basis of the RSUs determination of the level of attainment of the Performance Goals, the number of Units that are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). The Committee may make such adjustments in accordance with the Vesting Schedule; providedattached Schedule A, however, that these RSUs shall immediately become vested in full if, on or prior Section 4 to the first anniversary Performance Goals (and to the method of determining the performance attainment level) as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the date of Company. (d) To the consummation of the Change in Control Eventextent permissible under applicable local law, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by if the Participant or is terminated without Cause commences working on a part-time basis, then the vesting schedule specified in Section 2(a) and on Schedule A may be adjusted by the Company in its sole discretion. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Acquiring CorporationCompany, as defined in Section 424(f) of the Code.

Vesting. (a) The RSUs performance period for the PRSUs shall vest be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in accordance this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the Vesting Schedule number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. For the purposes of this Agreement, Change in Control will have the meaning set forth in the Notice Participant’s Employment Agreement with the Company dated as of Grant September 21, 2007, as amended from time to time (the “Vesting ScheduleEmployment Agreement”), provided, however that subclauses (iv) and (v) of such definition shall not apply for purposes of this Agreement. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). Any fractional shares resulting from As soon as reasonably practicable following the application Determination Date (but no later than March 15th of any percentages used the year following the year in which the Vesting Schedule end of the Measurement Period occurs), all earned and vested PRSUs shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such datesettled. (b) Notwithstanding In the provisions of Section 10(b) event of the Plan or Section 3(a) above, in the event occurrence of a Change in Control Eventduring the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control Event also constitutes a Reorganization Event shall be the last day of the Measurement Period, (as defined x) the Participant shall earn and vest in the Plan) and Target PRSUs as of the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; andas if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change in Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If either the Participant’s employment with the Company terminated before the Change in Control Event is also a Reorganization Event and these RSUs are assumed on account of the Participant’s death or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Eventdisability, then in either case these RSUs shall continue to vest in accordance with (w) the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the effective date of the consummation of the Change in Control Eventshall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs if such Change in Control has been consummated pursuant to a definitive agreement in effect at the time of such termination of employment or an alternative definitive agreement entered into subsequent to such original definitive agreement and shall otherwise earn and vest in the Pro Rata Portion (pursuant to Section 6(c)) of the Target PRSUs as of the Change in Control, in each case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change in Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.. (c) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are assumed or exchanged for an equivalent substitute award by the Company or its successor and either (1) the Participant remains employed by the Company on the date that is six (6) months after the date of such Change in Control (the “6-Month Anniversary Date”) or (2) after the Change in Control but before the 6-Month Anniversary Date, the Participant’s employment or other relationship as an Eligible Participant Service with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company on account of the Participant’s death or disability, then (to the Acquiring Corporationextent not previously vested in accordance with Section 4(a) or Section 6(b)), (i) the 6-Month Anniversary Date shall be the last day of the Measurement Period, (ii) the Target PRSUs shall be earned and vested as of the 6-Month Anniversary Date, if the preceding clause (1) applies or as of the date of termination of the Participant’s Service if the preceding clause (2) applies, in each case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A (iii) the Target PRSUs shall be settled within thirty days of the 6-Month Anniversary Date if the preceding clause (1) applies or within thirty days of the date of termination of the Participant’s Service if the preceding clause (2) applies and (iv) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the 6-Month Anniversary Date shall be forfeited and cancelled with no consideration.

Vesting. (a) The RSUs This award of Restricted Stock shall vest [vesting schedule varies by award]. The restrictions set forth in this paragraph shall apply to Restricted Stock until the Restricted Stock vests. Subject to the provisions of this Restricted Stock Agreement, the grant of Restricted Stock may not be revoked. The Employee shall not have a beneficial ownership interest in, or any of the rights and privileges of a stockholder as to, such Restricted Stock, including the right to receive dividends and the right to vote such Restricted Stock until such Restricted Stock vests in accordance with the Vesting Schedule terms of this Restricted Stock Agreement. An account established by the Company on behalf of the Employee shall be credited with the amount of all dividends that would have been paid on the shares of Restricted Stock if such shares were actually held by the Employee (“Dividend Equivalents”). Notwithstanding the foregoing, the Employee shall not be entitled to delivery of the stock certificate or Dividend Equivalents on the Restricted Stock until the shares have vested; the Restricted Stock may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of until vested; all of the unvested Restricted Stock shall be forfeited and all rights of the Employee to such unvested Restricted Stock shall terminate without further obligation on the part of the Company under the circumstances set forth in the Notice of Grant (next paragraph; and all unvested Restricted Stock shall vest under the “Vesting Schedule”)circumstances set forth in the next paragraph. Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested unvested portion of the RSUs award of Restricted Stock will become fully earned, vested and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, distributable in the event a Employee dies or becomes permanently and totally disabled. In order to earn and vest in the award of a Change in Control Event: Restricted Stock, the Employee must at the time of vesting either (i) If remain employed as an active, regular, full-time employee through the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumedvesting date, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either have retired at age 55 or older; (iii) qualify for severance under the Change in Control Event is also a Reorganization Event and these RSUs are assumed ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & CO. ▇▇▇▇▇▇▇▇▇ PAY PLAN, or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is (iv) have been terminated for Good Reason by the Participant or is terminated without Cause by the Company for any reason other than for cause. Termination “for cause” shall include a termination based on management’s determination that the Employee has: • Committed any dishonest or fraudulent act to the Acquiring Corporationdetriment of the Company; • Been convicted of any felony or crime involving moral turpitude; • Been insubordinate; • Failed to perform his or her duties to the expectation of management; • Violated any policy or procedure established by management; or • Lost any professional licenses required for the performance of the Employee’s duties.

Vesting. (a) The RSUs Restricted Stock granted to the Non-Employee Director shall vest in accordance with and become nonforfeitable immediately on the Vesting Schedule set forth in Grant Date as to 50% of the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down Restricted Stock and, subject to the nearest whole number Non-Employee Director’s continuous service as a member of RSUs. Upon each Vesting the Board of the Company, the remaining 50% of the Restricted Stock shall vest and become nonforfeitable on the first anniversary of the Grant Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the each a “Restricted Stock Vesting Date”), . In the Company shall settle event the vested portion of above vesting schedule results in the RSUs and shall therefore, subject to the payment vesting of any taxes pursuant to Section 8(b)fractional share of Common Stock, issue and deliver to the Participant one such fractional share of Common Stock for each RSU that vests on shall not be deemed vested hereunder but shall vest and become nonforfeitable when such Vesting Date fractional share of Common Stock aggregates a whole share of Common Stock. (b) If the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion Non-Employee Director’s service as a member of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value terminates for any reason (other than death or disability (as determined by the BoardBoard Committee)) including as a result of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required Non-Employee Director’s failure to be withheld with respect renominated or reelected as a director, then the Restricted Stock, to the vesting of extent not then vested, shall be forfeited by the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered Non-Employee Director to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting ScheduleCompany without consideration; provided, however, that these RSUs if the Non-Employee Director’s continued service terminates because of the Non-Employee Director’s death or disability (as determined by the Board Committee), then the Restricted Stock, to the extent not then vested and not previously forfeited, shall immediately become vested fully vested. (c) Notwithstanding any other provision of this Agreement to the contrary, in full if, on or the event that a Change in Control shall occur prior to the first anniversary date that all of the Restricted Stock is vested, then to the extent not previously forfeited all of the unvested Restricted Stock shall vest effective upon the date of the consummation of the Change in Control EventControl. (d) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Section 2 is not a Business Day, the Participant’s employment or other relationship as an Eligible Participant with vesting shall automatically be delayed until the Company or the Acquiring Corporation is terminated first Business Day following that calendar date. “Business Day” means a date on which commercial banks in New York, New York are open for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationgeneral business.

Vesting. (a) The RSUs shall ultimately earned by the Employee will vest in accordance with on the Vesting Schedule set forth in third anniversary of the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), subject to the Company shall settle Employee’s continued employment with the vested portion Employer through the Vesting Date and achievement of the Performance Criteria. Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and shall thereforewill be immediately transferable thereafter. In the event of the Employee’s Retirement (as defined below), the RSUs will not vest until the Vesting Date, subject to the payment achievement of any taxes pursuant to Section 8(b)the Performance Criteria and, issue and deliver to the Participant one share upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock for each RSU that vests on such Vesting Date and will be immediately transferable thereafter (the “RSU Shares”). Alternatively, the Board mayand, in its sole discretionany event, elect to pay cash or part cash and part RSU Shares in lieu of settling within 70 days thereafter), with the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion amount of the Board resulting award to settle in cash shall not apply to a Participant who be determined on the basis of the Company’s achievement of the Performance Criteria; provided, that if the date of the Employee’s Retirement is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu before the first anniversary of delivering RSU Sharesthe start date of the applicable Performance Period, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares resulting award will be delivered to determined on a prorated basis based on the Participant as soon as practicable following each Vesting Datenumber of days the Employee was employed during the applicable Performance Period (collectively, the “Retirement Treatment”). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 30 days 70 days) upon the occurrence of such date.any of the following events: (a) the Employee’s death; (b) Notwithstanding the provisions of Section 10(bEmployee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee is or could be eligible for Retirement prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c) and instead will be settled in accordance with the Retirement Treatment. For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 3(a409A of the Code, which replacement shall be subject to the Committee’s approval; (d) abovean involuntary Termination of Employment of the Employee by the Company for reasons other than Cause within twenty-four (24) calendar months following the date on which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the date on which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then-completed year(s) in the event performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company achieved “target” performance on each of the performance measures for such year(s), resulting in the payment of 100% of the one-third of the total target RSU award amount of this grant relating to such year(s). Performance modifiers will not be considered nor will they apply in any case when the full three-year performance period has not been completed. All RSUs granted to the Employee will be forfeited upon a Termination of Employment with the Employer before the Vesting Date for any reason other than death, Disability, the circumstances of a Change in Control Event: (i) If described above, as provided for by the Change in Control Event also constitutes a Reorganization Event (as defined in Company’s Executive Severance Pay Plan under the Plan) and the RSUs are not assumedcircumstances described above, or substantially equivalent RSUs substituted, by Retirement. In the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary event of the date Termination of Employment of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause Employee by the Company or under circumstances where the Acquiring CorporationEmployee is entitled to the benefits under the Company’s Executive Severance Pay Plan, the RSUs may be prorated solely at the discretion of the Company’s Chief Executive Officer and the Committee as specified under the terms of that plan, and any of which RSUs that are prorated will vest and will be immediately settled in shares of Common Stock and be immediately transferable on the Vesting Date.

Vesting. (a) The RSUs shall vest in accordance Restricted Stock Units are subject to both a performance-based vesting condition and a time-based vesting condition, both of which must be satisfied, together with the additional vesting conditions in Subsection (a)(iii) below, before the Restricted Stock Units will be considered to be vested on a Vesting Schedule set forth Date (as defined in the Notice of Grant Subsection (a)(iii) below). (i) [INSERT PERFORMANCE-BASED VESTING CRITERIA] (the “Performance Vesting ScheduleCondition”). (ii) [INSERT TIME-BASED VESTING CRITERIA], so long as the Participant’s status as a Service Provider is in continuous effect from the Grant Date through [INSERT VESTING CRITERIA] (the “Time-Based Vesting Conditions”). Any fractional shares resulting from For the application avoidance of any percentages used doubt, in no event shall any Restricted Stock Units vest under this Section 2 after the Participant’s termination of Service. [AS APPLICABLE: Notwithstanding the foregoing, the Time-Based Vesting Schedule Conditions (but not the Performance Vesting Condition) applicable to the Restricted Stock Units shall be rounded down subject to the nearest whole number vesting acceleration provisions contained in Addendum A, which is attached to this Agreement [AS APPLICABLE AND FOR PARTICIPANTS OTHER THAN MEMBERS OF THE GROUP MANAGEMENT TEAM AND OTHER THAN MEMBERS OF THE BOARD ONLY], and to the terms and conditions of RSUs. Upon each Vesting Date any change of control severance agreement between the Company or Employer (or, if applicable, an earlier vesting as defined in Section 7) and the Participant (a “COC Severance Agreement”)].] (iii) Each date pursuant as of which both of the following conditions with respect to Section 3(b) below, which, in such event, any of the Total Number of Restricted Stock Units are satisfied shall also be hereinafter referred to as the a “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date : (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the BoardA) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment status as a Service Provider has been in continuous effect from the Grant Date through the date that is the 15th of the second month (e.g., May 15 following the fiscal fourth quarter ended March 31 or other relationship as an Eligible Participant with November 15 following the Company or fiscal second quarter ended September 30) after the Acquiring Corporation is terminated close of the quarter in which the Performance Vesting Condition has been attained and (B) the Time-Based Vesting Condition for Good Reason the applicable annual installment has been satisfied. To the extent the Restricted Stock Units have not satisfied the Performance Vesting Condition by the Participant expiration of the Performance Period, all Restricted Stock Units shall be forfeited and be of no further force and effect notwithstanding that any Time-Based Vesting Conditions have been or is terminated without Cause by the Company or the Acquiring Corporationare attained.

Vesting. Twenty-five percent (a25%) The RSUs of the Restricted Stock Units (rounded up to the nearest whole number) shall vest 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 Vesting Schedule set forth in the Notice of Grant Plan or this Agreement (the “Normal Vesting Schedule”). . (i) Any fractional shares resulting from Restricted Stock Units that fail to vest because the application of any percentages used employment condition set forth in the Vesting Schedule Section 3(c) is not satisfied shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall thereforeforfeited, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date special provisions set forth in subsections (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares ii) through (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Boardiv) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such datethis Section 3(a). (bii) Notwithstanding If the provisions of Section 10(b) of the Plan Participant’s employment terminates due to death or Section 3(a) abovePermanent Disability, or in the event of a Change in Control Event: (i) If where the holders of the Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control Event also constitutes Control, Restricted Stock Units not previously vested shall immediately become vested. (iii) If on or within two years after a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the other than a Change in Control Event described in Section 3(a)(ii) above), the Participant terminates employment for Good Reason, or is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or terminated by the Change in Control Event is Company without Cause, Restricted Stock Units not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs previously vested shall immediately become vested. (iv) In the event of the Participant’s Retirement, the Compensation Committee may determine, in its sole discretion, whether and the manner in which Restricted Stock Units not previously vested in full if(or any portion thereof) shall be vested and settled pursuant to Section 3(d). In the absence of Compensation Committee action, on or prior to upon such Retirement, the first anniversary Restricted Stock Units which have not vested as of the date of such termination shall vest pro-rata as of the date of the consummation Participant’s Retirement, and all such units which shall have not vested as a result of such Retirement shall revert to the Change in Control Event, Company without consideration of any kind. To the extent the Participant’s employment 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 nonqualified deferred compensation, subject to the requirements of Code Section 409A. The number of Restricted Stock Units vesting pro-rata upon an event described in the penultimate sentence of the foregoing paragraph in Section 3(a)(iv) shall be calculated by taking a fraction where the denominator is equal to number of months during the Normal Vesting Schedule (“Vesting Period”), and the numerator is equal to the number of completed months that the Participant was employed or other relationship as an Eligible Participant with provided service to the Company or one of its Subsidiaries during the Acquiring Corporation is terminated for Good Reason Vesting Period, with the total number of Restricted Stock Units awarded multiplied by such fraction multiplied (rounding up the Participant or is terminated without Cause by the Company or the Acquiring Corporationnearest whole number).

Vesting. Except as expressly provided in this Agreement, if the Committee determines that the Performance Goals for the Performance Period have been met and the other terms and conditions set forth in the AIP have been satisfied, you will be entitled to receive payment of Bonus Award Payment. Except as expressly provided in this Agreement, you will not be eligible to receive payment of the Bonus Award if you have not been continuously and actively been employed with Equinix or an Affiliate (athe “Employer”) through the date of payment described under the heading “Payment” or any of the following circumstances apply on the date of payment without any further action by the Company or the Committee: • you are on a Performance Improvement Plan; • you are on notice (whether given or received) for a termination of employment with the Employer; • you on garden or similar non-paid leave; and/or • you have been suspended from your duties for any reason and/or are subject to ongoing proceedings. You will not be considered to be continuously and actively employed with the Employer once you have stopped providing services, notwithstanding any notice period mandated under the employment laws of the country where you reside (e.g., active employment would not include a period of “garden leave” or similar period pursuant to the employment laws of the country where you resides), unless otherwise determined by the Company on a country-by-country basis. Unless otherwise determined by the Committee, a leave of absence will not constitute a termination of continuous service. The RSUs shall vest Committee has the exclusive discretion to determine when you are no longer actively employed for purposes of the Bonus Award, subject to compliance with Section 409A of the Code. Cash Payment - Any Bonus Payment Award that becomes payable in accordance with the Vesting Schedule set forth terms under the heading “Vesting” will be paid in cash. Payment Timing - Except as otherwise provided in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”)following sentence, the Company shall settle Bonus Award Payment will be paid as soon as practicable following the date the Committee determines the Performance Goal Attainment Factor and determines a Bonus Award has vested portion of and is payable for the RSUs and shall therefore, subject to Performance Period. Payment Amount -The Committee retains the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board mayright, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling modify the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion determination of the Board Performance Goal Attainment Factors (resulting in a reduction, an increase or elimination (including to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shareszero) of, the amount of the Bonus Award Payment) to take into account recommendations of the Chief Executive Officer of the Company and/or such payment shall be equal additional factors including qualitative factors, if any, that the Committee may deem relevant to the fair market value (as determined assessment of individual or corporate performance for the Performance Period. New Hires - If you begin employment with the Employer following the commencement of the Performance Period, the amount of a Bonus Award Payment, if any, that becomes payable will be pro rated by multiplying the Bonus Award Payment by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateParticipation Period Factor. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.

Vesting. (a) The RSUs option shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “<<Vesting Schedule”)>>. Any fractional You understand that, during any period in which the shares resulting from the application of any percentages used in the Vesting Schedule shall which may be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date acquired pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, your Option are subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b16 of the Securities Exchange Act of 1934, as amended (and you yourself are also so subject), in order for your transactions under the Plan to qualify for the exemption from Section 16(b) provided by Rule 16b-3, a total of six months must elapse between the grant of the Option and the sale of shares underlying the Option. Please execute the Acceptance and Acknowledgement set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, NMT Medical, Inc. By: Name: Title: ACCEPTANCE AND ACKNOWLEDGEMENT I, a resident of the State of , accept the Option (dated <<Grant Date>>) described above granted under the NMT Medical, Inc. 1996 Stock Option Plan for Non-Employee Directors, as Amended, and acknowledge receipt of a copy of this Agreement, including a copy of the Plan. I have read and understand the Plan. Dated: Taxpayer I.D. Number: Signature: [First Name] [Last Name], <<G▇▇▇▇ Date>>. NOTICE OF EXERCISE The undersigned, pursuant to a Nonstatutory Stock Option Letter Agreement (the “Agreement”) between the undersigned and NMT Medical, Inc. (the “Company”), hereby irrevocably elects to exercise purchase rights represented by the Agreement, and to purchase thereunder shares (the “Shares”) of the Plan or Section 3(a) aboveCompany’s common stock, in the event of a Change in Control Event: $.001 par value (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed“Common Stock”), or substantially equivalent RSUs substituted, covered by the Acquiring Corporation, these RSUs shall automatically become vested Agreement and herewith makes payment in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationtherefor.

Vesting. Any earned bonus must be vested in order to become payable. The following rules shall apply in determining your earned and vested benefit: (a) The RSUs Amounts earned for Contract Bonuses shall fully vest upon the Company’s entering into such Signed, Expanded or Extended Contract. Subject to the provisions below, you must remain employed with the Company or its affiliates until the end of the Performance Period in order to vest in accordance with your earned bonus amounts for the Vesting Schedule set forth in Growth Award under paragraph 3 and for the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateOSPP Bonus under paragraph 4. (b) Notwithstanding In the provisions of Section 10(b) of event that your employment with the Plan or Section 3(a) aboveCompany is terminated during the Performance Period pursuant to Sections VI, VIII(i),(iii)(and only in the event of a Change in Control Event:Responsibility)(iv) or X of your Employment Agreement (a “Qualifying Termination”), you shall be entitled to full vesting of the Growth Award, and provided that you have not missed any of the milestones set forth in Section 4, you shall also be entitled to full vesting of the OSSP Bonus, and further subject to Section 6(c) and 6(d) respectively. (ic) If In the event that your Growth Award is vested pursuant to Section 6(b) above, the amount of the payment pursuant to the Growth Award shall be based on the Company’s international business’ projected gross revenue for the full twelve month period immediately following the month of your Qualifying Termination as determined by the Company’s Chief Executive Officer using the same methodology as set forth in paragraph 3. * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION (d) In the event that your OSSP Bonus is vested pursuant to Section (b) above or (e) below, the amount of the payment pursuant to the OSSP Bonus shall equal $1,000,000 multiplied by a fraction, the numerator of which is the number of months from September 1, 2010 through the date of your Qualifying Termination, and the denominator of which is 28, provided that in the event you have met all of the milestones set forth in Section 4 prior to a vesting event described in Sections (b) or (e), you shall be entitled to the full amount of the OSSP Bonus. (e) In the event that there is a Change in Control Event also constitutes a Reorganization Event of the Company (as defined in under the Plan) that will have a Material Adverse Effect on the international business or a sale of the Company’s international business operations while you are employed as an Eligible Employee, you shall be entitled to full vesting of the Growth Award, and provided that you have not missed any of the milestones set forth in Section 4, you shall also be entitled to full vesting of the OSSP Bonus, and further subject to Section 6(d) and the RSUs are not assumedfollowing sentence. For purposes of this Section 6(e), or substantially equivalent RSUs substituted, the Growth Award shall be calculated within 30 days following the occurrence of an event described in the prior sentence by calculating the Acquiring Corporation, these RSUs shall automatically become vested in Company’s international business’ projected revenue for the full twelve month period immediately prior to following such Change in Control Event; and (ii) If either or sale of the Company’s international business operations as determined by the Company’s Chief Executive Officer using the same methodology as set forth in paragraph 3 at the time of such Change in Control Event or sale. In the event that there is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is of the Company (as defined under the Plan) that will not have a Reorganization EventMaterial Adverse Effect on the international business, then in either case these RSUs shall this Agreement and the long-term performance award hereunder will continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full force and effect until the end of the Performance Period. For purposes of this Section 6(e), a Material Adverse Effect on the international business means: (1) a material change in the organizational and reporting structure of the international business, (2) a material change in the strategic direction of the international business, or (3) a material decrease in the investment in and budget for the international business. (f) Notwithstanding the foregoing, if, on or prior to the first anniversary end of the date of the consummation of the Change in Control EventPerformance Period, the Participant’s your employment or other relationship as an Eligible Participant with the Company terminates pursuant to Section VII or the Acquiring Corporation is terminated IX of your Employment Agreement, then you shall immediately forfeit all rights to payments pursuant to your Growth Award, your OSSP Bonus and any Contract Bonuses for Good Reason by the Participant Signed, Extended or is terminated without Cause by the Company or the Acquiring CorporationExpanded Contracts signed following such termination.

Vesting. (a) The RSUs Restricted Stock Units shall vest in full on the first to occur of the following dates; provided the Grantee continues to be employed by, or provide service to, the Company through the applicable date: (i) the second anniversary of the Grant Date; (ii) the Grantee’s death; (iii) the Grantee’s Disability; (iv) the effective date of a Change in Control Event; or (v) the date determined in accordance with the Vesting Schedule set forth in the Notice provisions of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter below (the applicable date is referred to as as, the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a(a) above, the Grantee’s Employment Agreement with the Company sets forth certain terms and conditions under which the Grantee’s equity or equity-based awards from the Company, including this Grant, may vest on an accelerated basis in the event the Grantee ceases to be employed by, or provide service to, the Company under various specified circumstances. The terms and provisions of the Employment Agreement (including any conditions, restrictions or limitations governing the accelerated vesting of the Restricted Stock Units as they apply to this Grant) are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement. However, no such accelerated vesting shall occur if such accelerated vesting is prohibited by the terms of Section 2 of this Agreement. (c) If a Change in Control Event: (i) If Event occurs while the Grantee is employed by, or providing service to, the Company, the Restricted Stock Units subject to this Grant at the time of the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full will vest immediately prior to such the closing of the Change in Control Event; and (ii) If either . The shares subject to vested Restricted Stock Units shall be converted into the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or right to receive the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior same consideration per share of Company Stock payable to the first anniversary other shareholders of the date of Company upon the consummation of the Change in Control Event and such consideration shall be distributed to the Grantee within fifteen (15) business days following the effective date of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant on such later Repayment Date necessary to comply with the TARP Regulations. (d) If the Grantee ceases to be employed by, or provide service to, the Company for any reason prior to vesting in one or more Restricted Stock Units subject to this Grant, then the Acquiring Corporation is terminated for Good Reason by Grant will be immediately cancelled with respect to those unvested Restricted Stock Units, and the Participant number of Restricted Stock Units will be reduced accordingly. The Grantee shall thereupon cease to have any right or is terminated without Cause entitlement to receive any shares with respect to those cancelled Restricted Stock Units. If the Grantee ceases to be employed by, or provide service to, the Company on account of a termination by the Company for Cause, then this Grant will be immediately cancelled with respect to all the Restricted Stock Units subject to such Grant, whether vested or unvested at the Acquiring Corporationtime, and the Grantee shall thereupon cease to have any right or entitlement to receive any shares under this Grant and the cancelled Restricted Stock Units.

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3 or Section 6 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The RSUs or any cash payment extent to which the Grantee’s interest in lieu the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of RSU Shares will the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be delivered based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Participant as soon as practicable following each Vesting DateCompany’s net income determined under U.S. generally accepted accounting principles (“GAAP”), but before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in any event within 30 days of such dateaccordance with GAAP. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) following the Plan) and Performance Period shall be determined at the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedule; providedfollowing schedule: Cumulative EPS for Fiscal Years Beginning and Ending Percentage of Shares Vested Notwithstanding the foregoing schedule, howeverno fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that these RSUs is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall immediately be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in full ifaccordance with this Section 2, on or prior subject to the first anniversary Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the date Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the consummation Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Change in Control EventCompany for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Participantdetermination and written certification may be made by such Grantee’s employment divisional Executive Vice President or other relationship as an Eligible Participant with Chief Executive Officer, by the Chief Operating Officer of the Company or the Acquiring Corporation is terminated for Good Reason by the Participant President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or is terminated without Cause Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the 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 Company Company, or any other circumstance or event, including any circumstance or event outside the Acquiring Corporationcontrol of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. (a) The RSUs Except as provided in this Section 4 and Section 5, the Stock Units shall vest in accordance with become vested according to the Vesting Schedule vesting schedule set forth in the Notice of Grant Award (the each, a “Vesting ScheduleDate”). Any fractional shares resulting , provided that the Participant continues to be employed by, or provide service to, the Company or a subsidiary from the application Date of any percentages used in Grant until the applicable Vesting Schedule Date. (b) The vesting of the Stock Units shall be cumulative, but shall not exceed 100% of the Stock Units. If the foregoing schedule would produce fractional Stock Units, the number of Stock Units that vest shall be rounded down to the nearest whole Stock Unit and the fractional Stock Units will be accumulated so that the resulting whole Stock Units will be included in the number of RSUsStock Units that become vested on the last Vesting Date. Upon each Notwithstanding Section 4(a) above, contingent upon the Participant’s compliance with the covenants provided in the applicable restrictive covenants set forth in Part I of Exhibit B, upon the Participant’s termination of employment or service on account of the Participant’s (i) Disability, (ii) Retirement, (iii) death, (iv) involuntary termination by the Employer without Cause, or (v) Negotiated Deferred Voluntary Termination, the Participant shall be treated for vesting purposes as though the Participant remained employed or providing service to the Company or a subsidiary through the next subsequent Vesting Date following the Participant’s termination, meaning, upon termination detailed in (or, if applicable, an earlier vesting date pursuant to i) through (v) of this Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”4(b), the Participant shall vest in the Stock Units that would have otherwise become vested as of such next subsequent Vesting Date provided, however, the Company has the right to reduce or change the amount depending on the facts and circumstances. Notwithstanding the foregoing, any additional vesting upon termination on account of Retirement pursuant to this Section 4(b) shall settle be provided only to the vested portion extent such vesting does not result in a violation of any age discrimination or other applicable law. Thereafter, any remaining unvested Stock Units shall be forfeited immediately. For avoidance of doubt, if the Participant's termination of employment or service is on account of Retirement, the Participant must remain employed through the three (3) month notice period in order to receive the pro-rata acceleration detailed above. If the Participant does not remain employed during the three (3) month notice period, all unvested Stock Units shall immediately be forfeited. (c) Except as otherwise provided in a written employment agreement or severance agreement which the Participant has entered into, in the event of a Change of Control before all of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Stock Units vest in accordance with Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively4(a) above, the Board may, Stock Units shall be treated as set forth in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU SharesSection 5 below; provided, the amount of Committee may take such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld actions with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered Stock Units as it deems appropriate pursuant to the Plan. For purposes of this Agreement, if the Participant as soon as practicable following each Vesting Dateis a local national of and employed in a country that is a member of the European Union, but in any event within 30 days the grant of such date. (b) Notwithstanding the Stock Units and the terms and conditions governing the Stock Units are intended to comply with the age discrimination provisions of Section 10(b) the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent a court or tribunal of competent jurisdiction determines that any provision of the Plan Stock Units is invalid or Section 3(a) aboveunenforceable, in whole or in part, under the event of a Change in Control Event: (i) If Age Discrimination Rules, the Change in Control Event also constitutes a Reorganization Event (as defined in Company shall have the Plan) power and the RSUs are not assumed, authority to revise or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to strike such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior provision to the first anniversary of minimum extent necessary to make it valid and enforceable to the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationfull extent permitted under local law.

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3 or Section 6 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The RSUs or any cash payment extent to which the Grantee’s interest in lieu the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of RSU Shares will the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be delivered based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Participant as soon as practicable following each Vesting DateCompany’s net income determined under U.S. generally accepted accounting principles (“GAAP”), but before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in any event within 30 days of such dateaccordance with GAAP. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) following the Plan) and Performance Period shall be determined at the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedulefollowing schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 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 Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification 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”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, howeverno 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 Company, that these RSUs shall immediately become vested in full ifor any other circumstance or event, on including any circumstance or prior to event outside the first anniversary control of the date Grantee, adversely affects the ability of the consummation Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationPerformance Goal.

Vesting. All of the Restricted Stock Units shall initially be unvested. Twenty-five percent (a25%) The RSUs of the Restricted Stock Units (rounded up to the nearest whole number) shall vest on the first anniversary of the date of this Agreement and on each of the next three (3) successive anniversaries thereof (each such anniversary, a “Vesting Date”) unless previously vested or forfeited in accordance with the Vesting Schedule set forth in the Notice of Grant Plan or this Agreement (the “Normal Vesting Schedule”). . (i) Any fractional shares resulting from Restricted Stock Units that fail to vest because the application of any percentages used in the Vesting Schedule employment condition is not satisfied shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall thereforeforfeited, subject to the payment of any taxes pursuant to Section 8(bspecial provisions set forth in Subsections 3(a)(ii) through 3(a)(iv), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (bii) Notwithstanding the provisions of Section 10(b) of the Plan If Participant’s employment terminates due to death or Section 3(a) above, Permanent Disability or in the event of a Change in Control Event: (i) If where the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary holders of the date 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. With respect to any of the Restricted Stock Units that constitute “deferred compensation” as defined under Code Section 409A, for purposes of this Section 3(a)(ii) and any acceleration of the Restricted Stock Units upon a Change in Control, a Change in Control Eventshall be deemed to occur only if, in addition to the requirements set forth in the Plan, the Participant’s Change in Control also meets the requirements of IRS Reg. §1.409A-3(i)(5), to the extent necessary to avoid the imposition of taxes thereunder. (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), Participant terminates employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant Reason, or is terminated by the Company without Cause Cause, Restricted Stock Units not previously vested shall immediately become vested. (iv) In the event of Participant’s Retirement, the Compensation Committee may determine, in its sole discretion, whether and the manner in which Restricted Stock Units not previously vested (or any portion thereof) shall be vested and be settled pursuant to Section 3(d). In the absence of Compensation Committee action, upon such Retirement, the Restricted Stock Units which have not vested as of the date of such termination shall vest pro-rata as of the date of Participant’s Retirement. All such Restricted Stock Units which shall have not vested as a result of such Retirement shall be immediately and automatically forfeited without consideration of any kind and to the extent that the date Participant first becomes eligible for Retirement and the vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified deferred compensation, subject to the requirements of Code Section 409A unless an exemption under the treasury regulations is available. The number of unvested Restricted Stock Units that shall vest pro-rata upon Retirement (absent action to the contrary by the Compensation Committee) described in the penultimate sentence of the foregoing paragraph of this Section 3(a)(iv) shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that Participant was employed by the Company or one of its Subsidiaries since the Acquiring Corporationmost recent Vesting Date by 48, by (B) the number of Restricted Stock Units subject to this Agreement.

Vesting. (a) The RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or5.1 Except as otherwise provided herein, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, Cash Units are subject to forfeiture until they vest. The RSUs and Cash Units will vest and become nonforfeitable on April 1, 2020 following the payment of any taxes pursuant to Section 8(b)Performance Period, issue and deliver to the Participant one share of Common Stock for each RSU extent that vests on the Performance Goals are determined by the Committee to have been achieved, and provided that the Grantee remains in Continuous Service through such Vesting Date (date. To the “RSU Shares”). Alternatively, extent the Board mayCommittee determines, in its sole discretion, elect that the Grantee has earned a payout of greater than 100% of the Target Award pursuant to pay cash the Performance Goals, the first 100% shall be paid out to the Grantee by vesting of the Target Award of RSUs and any amount thereafter shall be paid out to the Grantee by vesting the portion of the Cash Unit Overage Award so earned. The number of RSUs and Cash Units that vest will be rounded to the nearest whole number round up. 5.2 The foregoing paragraph notwithstanding, if the Grantee’s Continuous Service terminates as a result of the Grantee’s death or part cash and part RSU Shares in lieu of settling Disability, the RSUs that Grantee will vest on such Vesting Date solely date in RSU Shares (such discretion a pro rata portion of the Board to settle in cash shall not apply to Target Award calculated by multiplying the Target Award by a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Sharesfraction, the amount numerator of such payment shall be equal to which equals the fair market value (as determined by number of days that the Board) Grantee was employed during the Performance Period and the denominator of which equals the RSU Shares as total number of days in the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such datePerformance Period. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above5.3 The foregoing vesting schedule notwithstanding, in the event of if a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) occurs and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the ParticipantGrantee’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation Continuous Service is terminated for Good Reason by the Participant or is terminated without Cause by the Company or an Affiliate without Cause or by the Acquiring Corporation.Grantee for Good Reason, and the Grantee’s date of termination occurs (or in the case of the Grantee’s termination of Continuous Service for Good Reason, the event giving rise to Good Reason occurs) within twelve (12) months following the Change in Control, the Grantee will vest on the date of termination in a pro rata portion of the Target Award calculated by multiplying the Target Award by a fraction, the numerator of which equals the number of days that the Grantee was employed during the Performance Period and the denominator of which equals the total number of days in the Performance Period

Vesting. (a) The RSUs Company will pay you the Per Share Cash Value for each vested Unit, with such payment to be made on the applicable vesting date or as soon as administratively practicable thereafter; provided that in no event shall any such payment be delivered later than the fifteenth day of the third month following the end of the calendar year with respect to which the Units were earned and not subject to forfeiture. For purposes of vesting under this Deferred Cash Replacement Award, with respect to any PSU award, you are entitled to vest in an amount no greater than the target amount of Units under the award. Each Unit with respect to a RSU will vest, and you will receive the Per Share Cash Value for each such Unit, in accordance with the Vesting Schedule time-vesting schedule in your applicable Grant Summary. Each Unit with respect to a PSU will be deemed to vest ratably on the last day of each fiscal year during the portion of the performance period (as set forth in the Notice of applicable Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down Summary) applicable to the nearest whole number of RSUs. Upon each Vesting Date (orUnits that occurs following the Effective Date, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as and you will receive the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock Per Share Cash Value for each RSU that vests on such Vesting Date (the “RSU Shares”). AlternativelyUnit, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with this time-vesting schedule and this Paragraph 2 (Vesting). Notwithstanding the Vesting Schedule; providedforegoing, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation if your “Employment” is terminated for Good Reason by the Participant or is terminated without Cause by the Company or your “Employer” without “Cause” (each as defined below) on or following the Acquiring CorporationEffective Time and prior to the 24-month anniversary of the Effective Time, you will become 100% vested as of your date of Employment termination and the payment of the Per Share Cash Value for each Unit vesting upon the date of your Employment termination will be made within ten days following such date. As used herein, the term “Cause” means: (a) a violation of your obligations regarding confidentiality or the protection of sensitive, confidential or proprietary information, or trade secrets; (b) an act or omission by you resulting in your being charged with a criminal offense that constitutes a felony or involves moral turpitude or dishonesty; (c) conduct by you that constitutes poor performance, gross neglect, insubordination, willful misconduct, or a breach of the Company’s Code of Conduct or a fiduciary duty to the Company or its stockholders; or (d) the determination by the senior management of the Company that you violated state or federal law relating to the workplace environment, including, without limitation, laws relating to sexual harassment or age, sex, race, or other prohibited discrimination.

Vesting. Your Options will be exercisable only to the extent that they have vested. Fifty percent (a50%) The RSUs of your Options (“Time Vest Options”) will vest as follows: one-third of the total Time Vest Options granted to you hereunder shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (oron April 7, if applicable2007, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion one-third of the RSUs and total Time Vest Options granted to you hereunder shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion April 7, 2008, and one-third of the Board total Time Vest Options granted to settle in cash you hereunder shall not apply to a Participant who is subject to Canadian taxvest on April 7, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule2009; provided, however, that these RSUs vesting of such Time Vest Options will occur if and only if you have been continuously employed by the Company or any Subsidiary (excluding periods of temporary disability or approved leaves of absence) from the date of this Agreement through such vesting dates. Fifty percent (50%) of your Options (“Performance Vest Options”) will vest as follows: one-third of the total Performance Vest Options granted to you hereunder shall immediately become vested vest on April 7, 2007, one-third of the total Performance Vest Options granted to you hereunder shall vest on April 7, 2008, and one-third of the total Performance Vest Options granted to you hereunder shall vest on April 7, 2009; provided, however, that vesting of such Performance Vest Options will occur if and only if (1) you have been continuously employed by the Company or any Subsidiary (excluding periods of temporary disability or approved leaves of absence) from the date of this Agreement through such vesting dates and (2) as of each such vesting date the Company has either: (A) met or exceeded (as determined on a basis consistent with the calculation methodologies used in full ifthe preparation of the pro forma EBITDA projections for the Company previously distributed to you) the annual EBITDA target for the prior fiscal year as set forth below: $ $ $ or (B) met or exceeded (as determined on a basis consistent with the calculation methodologies used in the preparation of the pro forma EBITDA projections for the Company previously distributed to you) the cumulative EBITDA target for the prior fiscal years as set forth below: $ $ Further, on notwithstanding the foregoing, (X) in the event that the annual and/or cumulative EBITDA targets set forth in Sections 2(b)(i)(2)(A) and 2(b)(i)(2)(B) above are not met or exceeded for a given fiscal year or years, the Board may (but shall not be obligated to) at any time prior to the first anniversary Expiration Date, in the Board’s sole and unreviewable discretion and whether due to the achievement by the Company of an acceptable EBITDA threshold for a sale of the date Company or otherwise, deem such EBITDA targets set forth above satisfied for such fiscal year(s) for the purposes of determining the vesting of your Performance Vest Options and (Y) if your employment is terminated without Cause or for Good Reason (other than pursuant to clause (3) of the consummation definition of Good Reason) within one hundred eighty (180) days prior to, or twelve (12) months following, a Change in Control, such termination shall be deemed to be as a result of a Change in Control, and for purposes of this Agreement, you shall be deemed to have been employed by the Company on the date of the Change in Control Event, and the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason vesting and exercisability of both your Time Vest Options and Performance Vest Options shall be controlled by the Participant or is terminated without Cause by the Company or the Acquiring Corporationsubsection (d) of this Section 2.

Vesting. (a) The RSUs Restricted Shares shall vest as follows: (b) Notwithstanding the foregoing, the Restricted Shares shall vest as follows: (i) all Restricted Shares shall vest in accordance the event of the death or Disability of the Grantee; and (ii) all Restricted Shares shall vest if the Grantee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the Vesting Schedule set forth occurrence of a Change in Control. (c) As soon as reasonably practicable after the Notice vesting of Grant all or any portion of the Restricted Shares, the Trust shall notify Grantee or the Grantee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Restricted Shares (the “Vesting ScheduleTax Notice”). Any fractional shares Grantee or Grantee’s legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not be required to remove the restrictions on such Shares until such time as the Grantee or the Grantee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Trust from time to time, may permit the Grantee or the Grantee’s legal representative to satisfy the Trust’s minimum statutory tax withholding obligations as determined by the Trust’s accounting department through (i) the sale of all or a portion of such Shares resulting from this Agreement through the application of any percentages used in the Vesting Schedule shall be rounded down employer’s broker or (ii) by returning to the nearest whole Trust a number of RSUsShares having a fair market value equal to the minimum statutory tax withholding amount due. Upon each Vesting Date (orShares cannot be returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Grantee or Grantee’s legal representative, if as applicable, an earlier vesting date pursuant fails to Section 3(b) below, which, in such event, shall also be hereinafter referred make appropriate arrangements to as the “Vesting Date”)satisfy tax and withholding obligations, the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board Trust may, in its sole discretion, elect satisfy such tax and withholding obligations by: (i) returning to the Trust all or a portion of the Shares issued under this Agreement; or (ii) withholding the required amounts from other amounts due the Grantee or Grantee’s legal representative, as applicable. The Trust is authorized to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal over to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any appropriate authority, all federal, state, local and county, city or other taxes of as shall be required pursuant to any kind required to be withheld with respect to the vesting of the RSUs. The RSUs law or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dategovernmental regulation or ruling. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.

Vesting. Except as otherwise provided in this Grant Agreement, this Option (ato the extent not previously exercised) The RSUs shall vest may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Schedule Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth in on Exhibit A March 1, 2013 One-third of the Notice total number of Grant (Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the “extent that a fractional number of shares become exercisable on any Vesting Schedule”). Any fractional shares resulting from Date, the application number of any percentages used in Shares with respect to which the Vesting Schedule Option may be exercised shall be rounded down to the nearest whole number number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of RSUsthe Company or any of its Subsidiaries. Upon each Vesting Date Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (or1) the date the Option terminates and is canceled in accordance with this Grant Agreement, if applicable, an earlier vesting (2) the expiration date pursuant to Section 3(b) below, which, set forth in such event, shall also be hereinafter referred to as Exhibit A (the “Vesting Expiration Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board3) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of on which the consummation of the Change in Control Event, the ParticipantOptionee’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation any of its Subsidiaries is terminated for Good Reason by “Cause” (as defined below), or (4) the Participant or is terminated without Cause by date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the Acquiring Corporation.following terms shall have the assigned meanings:

Vesting. (a) The RSUs shall 3.1 Except as otherwise stated herein, provided that the Grantee remains as an employee of the Company through the applicable vesting date, the right to receive Common Stock based on the Restricted Stock Units will vest in accordance with the Vesting Schedule schedule set forth in the Notice of Grant (below. The period during which a Restricted Stock Unit is not vested is the “Vesting Schedule”)Restricted Period.” [No. Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Shares per Period 1] [Vesting Date (or, if applicable, an earlier Period 1 mm/dd/yyyy] [No. of Shares per Period 2] [Vesting Date Period 2 mm/dd/yyyy] [No. of Shares per Period 3] [Vesting Date Period 3 mm/dd/yyyy] [No. of Shares per Period 4] [Vesting Date Period 4 mm/dd/yyyy] 3.2 The foregoing vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs schedule notwithstanding and shall therefore, subject to the payment provisions set forth below in this Section 3.2, if the Grantee’s employment terminates for any reason at any time before all of Grantee’s Restricted Stock Units have vested, the Grantee’s unvested Restricted Stock Units shall be automatically forfeited upon such termination of employment and neither the Company nor any taxes pursuant to Section 8(b), issue and deliver Affiliate shall have any further obligations to the Participant one share Grantee under this Agreement. (a) During any authorized leave of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternativelyabsence, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu running of settling Restricted Periods that have not lapsed within 90 days following the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion first day of the Board to settle in cash leave of absence shall not apply be suspended after the leave of absence exceeds a period of 90 days. Restricted Periods that are suspended due to a Participant who is subject leave of absence shall resume upon the Grantee’s termination of the leave of absence and return to Canadian taxservice, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu and the end date of delivering RSU Shares, the amount of such payment Restricted Periods shall be equal to the fair market value (as determined extended by the Board) length of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such datesuspension. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in In the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in Grantee’s employment with the Plan) Company terminates due to death or disability, Restricted Periods that have not previously lapsed will accelerate and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full lapse immediately prior to such Change termination of service. The term “disability” shall mean Grantee’s inability to engage in Control Event; and (ii) If either the Change any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in Control Event is also death or lasted, or can be expected to last, for a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is continuous period of not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationless than 12 months.

Vesting. (a) The RSUs shall vest Except as otherwise provided in accordance subparagraphs (c) and (d) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement according to the following vesting schedule, provided the Participant does not incur a termination of employment or service as an Employee (as defined in the Plan) with the Vesting Schedule set forth in Employer prior to the Notice of Grant applicable vesting date (the “Vesting ScheduleDate”)): First Anniversary of Date of Grant 33 1/3% Second Anniversary of Date of Grant 66 2/3% The vesting of the Phantom Units is cumulative, but shall not exceed 100% of the Phantom Units. Any If the foregoing schedule would produce fractional shares resulting from Units, then the application number of any percentages used in the Vesting Schedule Units shall be rounded down to the nearest whole number Unit. For the avoidance of RSUs. Upon each Vesting Date doubt, the provisions of this Paragraph 3 shall supersede Section 7.6 and Section 11 of the Plan.] (or, if applicable, an earlier vesting date pursuant to Section 3(ba) Except as otherwise provided in subparagraphs (c) and (d) below, which, the Participant will become vested in such event, shall also be hereinafter referred the Phantom Units awarded pursuant to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject this Agreement according to the payment of any taxes pursuant to Section 8(b)following vesting schedule, issue and deliver to provided the Participant one share does not incur a termination of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash employment or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (service as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event Employee (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or Employer prior to the first anniversary applicable vesting date (the “Vesting Date”): For the avoidance of doubt, the provisions of this Paragraph 3 shall supersede Section 7.6 and Section 11 of the date of Plan.] (b) Except as otherwise provided in this Agreement, if the consummation of Participant terminates employment or service as an Employee prior to the Change in Control EventVesting Date, the Phantom Units credited to the Participant’s employment or other relationship Phantom Unit Account that have not vested as an Eligible of such Vesting Date shall terminate and the corresponding Units shall be forfeited. (c) If the Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis as determined by the Committee in its sole discretion and will be paid as soon as practicable thereafter. (d) If after the Date of Grant, a Change of Control (as defined in the Plan) occurs while the Participant is employed, or providing service to the Employer, but prior to the Vesting Date, and (i) the Participant is terminated without Cause by during the Company Change of Control Period (as defined below) or (ii) the Acquiring CorporationParticipant resigns for Good Reason (as defined in the Plan), the portion of the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment. For purposes of this section “Change of Control Period” shall mean the period commencing on the date of a Change of Control and ending eighteen (18) calendar months following a Change of Control.

Vesting. (a) The RSUs shall vest in accordance with performance period for the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule PRSUs shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date period beginning January 1, 2025 and ending on December 31, 2027 (or, if applicableearlier and as otherwise provided in this Agreement, an earlier vesting date the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to Section 3(b) belowsuch criteria (the date of such determination, which, in such event, shall also be hereinafter referred to as the “Vesting Determination Date”), . As soon as reasonably practicable following the Company shall settle the vested portion Determination Date (but no later than March 15th of the RSUs and shall therefore, subject to year following the payment year in which the end of any taxes pursuant to Section 8(bthe Measurement Period occurs), issue all earned and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment vested PRSUs shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such datesettled. (b) Notwithstanding In the provisions of Section 10(b) event of the Plan or Section 3(a) above, in the event occurrence of a Change in Control Eventduring the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control Event also constitutes a Reorganization Event shall be the last day of the Measurement Period, (as defined x) the Participant shall earn and vest in the Plan) and Target PRSUs as of the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; andas if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If either the Participant’s employment with the Company terminated before the Change in Control Event is also a Reorganization Event and these RSUs are assumed by the Company on account of the Participant’s death or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Eventdisability, then in either case these RSUs shall continue to vest in accordance with (w) the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the effective date of the consummation of the Change in Control Eventshall be the last day of the Measurement Period, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by (x) the Participant or is terminated without Cause by shall earn and vest in the Company or Pro Rata Portion (pursuant to Section 6(b)) of the Acquiring CorporationTarget PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The RSUs Unless earlier terminated, forfeited, relinquished or expired, and subject to the Grantee’s continued employment through the applicable vesting dates, the Performance Stock Units shall vest in accordance with as follows: (i) If the Vesting Schedule Administrator certifies that the performance metric set forth in the Notice of Grant Appendix A attached hereto (the “Vesting ScheduleMetric”). Any fractional shares resulting from ) has been achieved at at least the application Threshold level of any percentages used in performance during fiscal year 2019, 33% of the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date Earned Performance Stock Units (or, if applicable, an earlier vesting date as determined pursuant to Section 3(bAppendix A) below, which, in shall vest on the date on which the Administrator certified such event, shall also be hereinafter referred to as achievement (the “First Time-Based Vesting Date”); and (ii) if the Administrator certifies that the Vesting Metric has been achieved at at least the Threshold level of performance during fiscal year 2019, the Company shall settle the vested portion remaining 67% of the RSUs and Earned Performance Stock Units shall therefore, subject to vest on the payment first anniversary of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests date on which the Administrator certified such Vesting Date achievement (the “RSU Shares”). Alternatively, Second Time-Based Vesting Date” and together with the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each First Time-Based Vesting Date, but in any event within 30 days of such datethe “Time-Based Vesting Dates”). (b) Notwithstanding anything to the provisions of Section 10(b) of the Plan or contrary in Section 3(a) above, in the event that the Company fails to achieve the Threshold level of a Change in Control Event:performance under the Vesting Metric during fiscal year 2019, the vesting of the Performance Stock Units shall immediately cease and all of the Performance Stock Units shall be immediately forfeited as of the last day of fiscal year 2019. (ic) If Notwithstanding anything to the Change contrary in Control Event also constitutes Section 3(a) above and subject to the conditions set forth below, if the Company consummates a Reorganization Event (as defined in Covered Transaction prior to the Plan) and end of fiscal year 2019, the RSUs are Performance Stock Units granted hereby that have not assumedotherwise vested or been terminated, forfeited, relinquished or substantially equivalent RSUs substituted, by expired prior to the Acquiring Corporation, these RSUs Covered Transaction shall automatically become a number of time-vested in full immediately prior to such Change in Control Event; and restricted stock units assuming the greater of target or expected (iias determined by the Administrator) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Eventlevel of performance (“Restricted Stock Units”), then in either case these RSUs which Restricted Stock Units shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of Covered Transaction, subject to ▇▇▇▇▇▇▇’s continued employment through that date. If the consummation of Administrator certifies that the Change in Control EventVesting Metric has been achieved during fiscal year 2019, the Participant’s employment or other relationship as an Eligible Participant with applicable Time-Based Vesting Dates shall not be affected by any Covered Transaction, and the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationEarned Performance Stock Units shall continue to vest based on their applicable Time-Based Vesting Dates.

Vesting. Subject in each case to the FMV Vesting Condition (a) The RSUs as defined below), the shares of Restricted Stock shall vest and no longer be forfeitable as follows: 4.1 The Restricted Stock shall vest upon the earliest to occur of (A) the second anniversary of the Grant Date, (B) a Change of Control and (C) the date on which the Grantee’s Employment terminates as a result of (x) a termination by the Company without Cause (as defined in accordance the Grantee’s Stock Option Grant Agreement with the Vesting Schedule set forth in Company dated as of March 15, 2010) or (y) the Notice of Grant Grantee’s death or Disability (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orsuch date, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”). In the event that the Vesting Date occurs as a result of clause (C) above, the Company shall settle the vested portion of the RSUs Restricted Stock that shall vest shall be equal to a fraction, the numerator of which is the number of whole months that have elapsed between the Grant Date and the Vesting Date and the denominator of which is 24, and any remaining portion of the Restricted Stock shall thereforebe forfeited immediately. In all other cases, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such FMV Vesting Date (the “RSU Shares”). AlternativelyCondition, the Board mayRestricted Stock shall vest in full upon the Vesting Date. 4.2 Notwithstanding the foregoing, the Restricted Stock shall be immediately forfeited in its sole discretionfull if (A) the Grantee’s Employment terminates at any time (including following the Vesting Date) for any reason other than as described in clause 4.1(C) above, elect (B) the Grantee breaches any restrictive covenant to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who which he is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, at any time (including following the amount of such payment shall be equal to the fair market value Vesting Date) or (as determined by the BoardC) of the RSU Shares as of the Vesting Date less an amount equal to any federalDate, statethe FMV Vesting Condition is not satisfied. For purposes of this Agreement, local and other taxes the “FMV Vesting Condition” shall mean that the Fair Value of any kind required to be withheld with respect to the vesting a share of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateCommon Stock is at least $38.50. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.

Vesting. (aExcept as provided in Sections 3(b) The RSUs and 3(c) below and to the extent not previously vested or forfeited as provided herein, the Units shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting on a date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) Committee after termination of the RSU Performance Period (as 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 #ᴅʟᴘ_MICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]_END 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 (the “Performance Period”) as certified by the Committee following the end of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsPerformance Period. The RSUs or any cash payment in lieu number of RSU Units that shall vest and the number of Shares will that shall become issuable on the Date of Issuance shall be delivered to determined as set forth on Appendix A. The number of Units vesting and the Participant as soon as practicable following each Vesting Date, but in any event within 30 days number of such date. (b) Notwithstanding Shares that shall become issuable on the provisions Date of Section 10(b) of the Plan or Section 3(a) above, Issuance shall be reduced in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined that Adjusted ROTCE for one or more fiscal years in the Plan) Performance Period is less than or equal to zero, as provided on Appendix A. The number of Units vesting and the RSUs are not assumed, or substantially equivalent RSUs substituted, by number of Shares that shall become issuable on the Acquiring Corporation, these RSUs Date of Issuance shall automatically become vested in full immediately prior also be subject to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest reduction in accordance with section 12 below. With respect to any Units that have vested on the Vesting Schedule; providedDate of Issuance, howeverthe Shares related thereto shall be issued to you, that these RSUs 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 3, shall immediately become vested in full if, on or prior be forfeited as of such Date of Issuance (to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship extent not previously forfeited as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationprovided herein).

Vesting. (a) The RSUs Restricted Stock Units shall vest vest, if at all, as provided in accordance with the Vesting Schedule set forth in this Agreement and the Notice Plan, provided that vesting shall cease upon the termination of Grant (your Continuous Service. Notwithstanding the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used foregoing, in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, event that you are subject to the payment of Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy (or any taxes pursuant to Section 8(b), issue successor policy) and deliver to the Participant one share any Restricted Stock Units covered by your Award would vest (and underlying shares of Common Stock for each RSU that vests would therefore be deliverable to you) on such Vesting Date a day (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect "Original Vest Date") that does not occur during a "window period" applicable to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (you as determined by the BoardCompany in accordance with such policy, then such units shall not vest (and such underlying shares of Common Stock shall not be delivered) on such Original Vest Date and shall instead vest and be delivered on the earliest to occur of the RSU Shares as following: (i) the first day of the Vesting Date less an amount equal next "window period" applicable to any federal, state, local and other taxes of any kind required you pursuant to be withheld with respect to such policy; (ii) your Involuntary Termination Without Cause (as defined in Section 2(b) below) after the vesting of Original Vest Date; or (iii) the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to day that is sixty (60) days after the Participant as soon as practicable following each Vesting Original Vest Date, but in any event within 30 days of such date. (b) Notwithstanding For purposes of this Agreement, "Involuntary Termination Without Cause" shall mean the provisions Company's termination of Section 10(b) your Continuous Service unless such termination was on account of the Plan or Section 3(a) above, in occurrence of any of the event of a Change in Control Event: following: (i) If the Change your commission of an act of dishonesty in Control Event also constitutes a Reorganization Event (connection with your responsibilities as defined in the Plan) and the RSUs are not assumed, an Employee or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control EventConsultant; and (ii) If either the Change in Control Event your commission of a felony or any act of moral turpitude; (iii) you commit any willful or grossly negligent act that constitutes gross misconduct and/or injures, or is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Eventreasonably likely to injure, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or any Affiliate; or (iv) you willfully and materially violate (A) any written policies or procedures of the Acquiring Corporation is Company or any Affiliate, or (B) your obligations to the Company or any Affiliate. The determination that your Continuous Service was terminated for Good Reason by the Participant or is terminated without due to an Involuntary Termination Without Cause shall be made by the Company in its sole discretion. Any such determination by the Company for the purposes of this Agreement shall have no effect upon any determination of the rights or obligations of you or the Acquiring CorporationCompany for any other purpose.

Vesting. (a) The RSUs If Employee remains continuously employed by the Company from the Grant Date through December 31, _____, this Performance Award shall vest in accordance with Employee on such date at the Vesting Schedule levels set forth in the Notice based upon achievement of Grant the Company performance objectives set forth in the Notice (“Performance Objectives”) during the period commencing on January 1, _____ and ending December 31, _____ (the “Vesting SchedulePerformance Period”). Any fractional shares resulting from As soon as administratively practicable after the application end of any percentages used the Performance Period (or such earlier date as set forth in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date Sections 2(b), (orc), if applicable, an earlier vesting date pursuant to Section 3(b(d) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”or (e)), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion Compensation Committee of the Board (“Committee”) shall affirm in writing the extent to settle which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that are vested in cash shall not apply to Employee as a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount result of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateachievement. (b) Notwithstanding If on or after the provisions of Section 10(b) eighteen-month anniversary of the Plan or Section 3(a) above, in Grant Date and prior to the event end of a Change in Control Event: the Performance Period (i) If the a “Change in Control Event also constitutes a Reorganization Event of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the definition of “Change of Control” under the Plan) and of the RSUs are not assumedCompany occurs, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either Employee incurs a “Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the Change definition of “disability” under the Company’s long-term disability plan), or (iii) Employee’s employment terminates due to Employee’s death, this Performance Award shall vest on the earliest of such events at the greater of the “Determined Percentage” (as defined below) and the “target” levels of performance as set forth in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization EventNotice. For this purpose, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, “Determined Percentage” means the percentage of vesting that these RSUs shall immediately become vested in full if, on or prior would have occurred respecting the Performance Award pursuant to the first anniversary Notice as if (1) the last day of the Performance Period was the Determination Date (as defined below) and the Performance Objectives were measured as of such date and (2) the dollar amount levels for “entry,” “target” and “overachievement” with respect to the Performance Objectives relating to the EBITDA Component set forth in the Notice were each prorated by multiplying the applicable dollar amount level by a fraction, the numerator of which is the number of calendar quarters during the period beginning on January 1, _____ and ending on the Determination Date, and the denominator of which is 12 (such prorated levels being referred to herein as the “Prorated EBITDA Objectives”). As soon as administratively practicable after the date of the consummation applicable vesting event described in clauses (b)(i), (b)(ii) or (b)(iii) above, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that vest as a result of such achievement. As used in this Agreement, the term “Determination Date” means (A) with respect to the TSR Component of the Change in Control EventPerformance Award, the Participant’s employment or other relationship as an Eligible Participant date of the applicable vesting event, and (B) with respect to the EBITDA Component of the Performance Award, the most recently completed fiscal quarter of the Company coincident with or next preceding the Acquiring Corporation is terminated for Good Reason by date of the Participant or is terminated without Cause by the Company or the Acquiring Corporationapplicable vesting event.

Vesting. Subject to Grantee's continued employment with the Company through the Vesting Date (adefined below) The RSUs and the Company's attainment of 100% of the applicable Target (as defined below) with respect to the fiscal year of the Company that precedes the fiscal year during which the Vesting Date occurs, the Restricted Stock Award shall vest as to one-third of the shares of Restricted Stock underlying the Restricted Stock Award (the "Annual Vesting Portion") on the last day of the fiscal first quarter of each of the 2006, 2007 and 2008 fiscal years of the Company (each a "Vesting Date"); PROVIDED, HOWEVER that, if, the Company attains or exceeds 90% of the Target, but less than 100%, with respect to any fiscal year, then the Annual Vesting Portion shall vest in accordance respect of such fiscal year as follows: 50% of the Annual Vesting Portion shall vest if 90% of Target is attained, and, for performance between 90% and 100% of Target, the remaining amount of the Annual Vesting Portion that vests shall be determined using straight line interpolation. To the extent that any shares comprising the Annual Vesting Portion do not vest on the applicable Vesting Date as provided in this Section 2, such shares shall be forfeited, together with any associated purchase price by the Vesting Schedule set forth in Grantee for said restricted shares. In no event later than 90 days after the Notice commencement of Grant each fiscal year of the Company, the Committee shall establish a Company performance target (the “"Target") for such fiscal year, which may consist of one or more performance measurements. Notwithstanding the foregoing, with respect to each of the 2005, 2006 and 2007 fiscal years of the Company, the Committee shall have sole discretion to determine whether the applicable Target has been met as of the last day of such Fiscal Year, and any Annual Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule Portion shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the deemed vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect only to the vesting extent of attainment of the RSUsTarget as certified by the Committee. The RSUs or any cash payment Target and its constituent performance measurements may be equitably adjusted by the Committee in lieu of RSU Shares will be delivered its sole discretion to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of reflect a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumedother corporate events, or substantially equivalent RSUs substitutedincluding, by the Acquiring Corporationwithout limitation, these RSUs recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, other relevant changes in capitalization, extraordinary non-recurring events, acquisitions, divestitures and other corporate changes. Vesting shall automatically become vested occur only in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationwhole shares.

Vesting. 3.1 Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, and further provided that any additional conditions and performance goals set forth in Appendix A (aattached hereto) The RSUs shall have been satisfied, the Restricted Stock Units will vest and no longer be subject to any restrictions in accordance with the Vesting Schedule set forth 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 Sections 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 Participant under this Agreement. 3.3 If the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Notice Participant’s written employment agreement with the Company), a pro-rated portion of Grant (the “Vesting Schedule”). Any fractional shares resulting from Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the application last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed provided the Participant continues to comply with the terms of any percentages used confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Vesting Schedule shall be rounded down to Participant’s written employment agreement with the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”Company), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Restricted Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs Units shall immediately become vested based on the Target Performance. 3.6 For purposes of this 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 if, on or prior to the first anniversary years of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant service with the Company Company, in each case, provided that no facts, circumstances or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by events exist which would give the Company or the Acquiring Corporationa basis to effect a Termination of Service for Cause.

Vesting. (a) 1. The RSUs shall will vest in accordance and become nonforfeitable with respect to the Vesting Schedule applicable portion thereof according to the vesting schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b)Grantee’s Continuous Service through the applicable vesting dates, issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to as a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect condition to the vesting of the RSUsapplicable installment of the RSUs and the rights and benefits under this Agreement. The RSUs or any cash payment that have vested and are no longer subject to forfeiture are referred to as “Vested RSUs.” All RSUs that have not become Vested RSUs are referred to as “Nonvested RSUs.” 197,963 of the RSUs shall vest monthly in lieu thirty-six (36) equal monthly installments beginning on April 27, 2025, subject to satisfaction of RSU Shares Grantee’s Continuous Service (as defined below); and the remaining 197,964 of the RSUs shall vest at a rate of 65,988 per year over three years from March 27, 2025, contingent upon (i) the achievement of annual performance targets, and (ii) there being sufficient authorized shares under the Plan; provided that if there are not sufficient authorized shares under the Plan, the Company shall use its best efforts to obtain shareholder approval of an increase in the number of authorized shares under the Plan such that there will be delivered sufficient authorized shares under the Plan to allow for this performance grant. These annual performance targets will be mutually reviewed and determined by the Participant as soon as practicable following Company and the Grantee and approved by the Board or its Compensation Committee at the beginning of each Vesting Date, but in any event within 30 days of such datecalendar year. 2. Except as otherwise provided herein, if the Grantee’s Continuous Service terminates for any reason other than the Grantee’s (a) death, (b) Notwithstanding Total and Permanent Disability, (c) retirement, or (d) termination by the provisions of Section 10(b) Company without Cause, any Nonvested RSUs will be automatically forfeited, terminated and cancelled as of the Plan applicable termination date without payment of any consideration by the Company, and the Grantee, or Section 3(a) abovethe Grantee’s beneficiary or personal representative, in as the case may be, shall have no further rights hereunder. In the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, termination by the Acquiring CorporationCompany without Cause, these any RSUs that would have vested during the twelve (12) month period immediately following the termination date shall automatically become vested vest in full immediately prior to such Change in Control Event; and (ii) If either as of the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Eventtermination date, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior subject to the first anniversary of the date of the consummation of the Change in Control Event, the ParticipantGrantee’s employment or other relationship as an Eligible Participant agreement entered into with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationon April 1, 2025.

Vesting. (a) The RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down Subject to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier accelerated vesting date pursuant to Section 3(b) provisions provided below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, earned Performance Based Restricted Stock Units subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that Award shall vest on such Vesting Date solely in RSU Shares (such discretion the last day of the Board Vesting Period, if Employee remains employed by the Company or its Subsidiaries through such date. For the avoidance of doubt, if the Company fails to settle in cash shall not apply to a Participant who is subject to Canadian taxachieve at least the Earnings Per Share Threshold, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment an Employee shall be equal entitled to the fair market value receive no shares of Stock with respect to seventy-five percent (as determined by the Board75%) of the RSU Shares Performance Based Restricted Stock Units subject to the Award (as described in Section 2), unless the deemed Cumulative Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. Likewise, if the Company fails to achieve at least the Return on Invested Capital Threshold, an Employee shall be entitled to receive no shares of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld Stock with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. twenty-five percent (b) Notwithstanding the provisions of Section 10(b25%) of the Plan Performance Based Restricted Stock Units subject to the Award (as described in Section 2), unless the deemed Average Return on Invested Capital provisions in this Section specifically modify such result. If, during the Performance Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s employment during the Performance Period divided by twelve), based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months during the Performance Period before the date of the Change in Control, divided by twelve), and the Cumulative Earnings Per Share from Continuing Operations shall be deemed to be one hundred percent (100%) of the Earnings Per Share Target and the Average Return on Invested Capital shall be deemed to be one hundred percent (100%) of the Return on Invested Capital Target, regardless of actual performance. If, after the Performance Period but during the Vesting Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in Control occurs, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period. Except as provided in Section 3(a) above4.1 below, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary termination of the date employment of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant Employee with the Company or and its Subsidiaries for any other reason before the Acquiring Corporation is terminated for Good Reason by end of the Participant or is terminated without Cause by Vesting Period, all Performance Based Restricted Stock Units that are not vested at the Company or time of such termination of employment (after first taking into account the Acquiring Corporationaccelerated vesting provisions of this Section 4) shall be forfeited.

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3 or Section 6 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The RSUs or any cash payment extent to which the Grantee’s interest in lieu the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of RSU Shares will the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be delivered based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2014 and ending on August 31, 2017 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2017 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Participant as soon as practicable following each Vesting DateCompany’s net income determined under U.S. generally accepted accounting principles (“GAAP”), but before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in any event within 30 days of such dateaccordance with GAAP. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) following the Plan) and Performance Period shall be determined at the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedulefollowing schedule: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 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 Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, howeverno 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 Company, that these RSUs shall immediately become vested in full ifor any other circumstance or event, on including any circumstance or prior to event outside the first anniversary control of the date Grantee, adversely affects the ability of the consummation Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationPerformance Goal.