Common use of Vesting Clause in Contracts

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

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

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

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

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

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

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

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

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

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

Vesting. 3.1 Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c)this Agreement, 2(d) or 3 hereof, if provided that the Participant remains continuously employed by the Company or has not incurred a Subsidiary until the end Termination of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates Service prior to the end of the Restriction PeriodPerformance Period set forth on Exhibit A (attached hereto), this RSU Award and further provided that any additional conditions and performance goals set forth in Exhibit A have been satisfied, the OP Profits Units will vest and no longer be subject to any restrictions. Once vested, the OP Profits Units become “Vested OP Profits Units.” Any OP Profits Units that do not become Vested OP Profits Units shall be immediately forfeited in its entiretyautomatically forfeited. (c) Upon (i) 3.2 Except as provided in Sections 3.3, 3.4, 3.5 and 3.7 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant's Termination of Service for any reason at any time before all of his or her OP Profits Units have vested, the Participant's unvested OP Profits Units shall be automatically forfeited and none of the Company, any Subsidiary or the Partnership shall have any further obligations to the Participant under this Agreement. 3.3 If the Participant’s employment Termination of Service occurs as a result of a Termination of Service by the Company without CauseCause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Americold Logistics LLC Executive Severance Benefits Plan) or the Participant has met Retirement eligibility (as defined in Section 3.6), or (ii) the Disability or death a pro-rated portion of the Participant OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Restriction Performance Period and prior that the Participant was employed, provided the Participant continues to comply with the terms of any termination of confidentiality, non-solicitation and/or non-competition agreement (including the Participant’s employment restrictions set forth herein, if applicable) with the Company or any Subsidiaryof its Subsidiaries. If the Participant has met the Enhanced Retirement eligibility (as defined in Section 3.6), all of the number of Restricted Stock Units, if any, payable under this RSU Award OP Profits Units shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (remain outstanding and eligible to vest based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on actual performance through the last day of the Restriction Performance Period. The remaining Upon the breach by the Participant of the terms of any such agreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligation to the Participant under this Agreement. 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the OP Profits Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed with the Company, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement (including the restrictions set forth herein, if applicable) with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the OP Profits Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this RSU Award that does not vest Agreement. 3.5 If, within the twenty-four (24) month period following a Change in accordance with Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or by the Participant for Good Reason, the OP Profits Units shall immediately become vested based on the Target Performance level. 3.6 For purposes of this Section 2(c) 3, “Retirement” with respect to a Participant means his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant has attained the age of 65. For purposes of this Section 3, “Enhanced Retirement” means the Participant has continued to serve as CEO until such time as the Board appointed a CEO to replace him. In each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. 3.7 If the Participant’s Termination of Service occurs as a result of Participant’s death or Disability (as defined below), a pro-rated portion of the OP Profits Units shall immediately be forfeited. become vested at Target Performance Level (d) The Committee mayregardless of the Company’s performance), in its sole discretionbased on the number of days during the Performance Period that the Participant was employed with the Company, provide thatas applicable, upon the retirement of provided the Participant (as determined by the Committee or Participant’s estate, if applicable) executes and delivers a general release of claims in its sole discretion), all or part favor of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject Company in a form satisfactory to the satisfaction of the Performance Goals as provided in Schedule A. Any Company and such action by the Committee must be made in writing release becomes effective and non-revocable prior to the effective date of 90th day following the Participant’s retirementTermination of Service date. Any portion For purposes of this RSU Award as paragraph only, “Disability” shall have the meaning given such term by Section 409A of Code, which generally provides that “Disability” of a Participant means either (a) the Participant is unable to which engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) the vesting requirements Participant is, by reason of this Section 2 have been satisfied any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the employees of the Company, provided, however, that nothing contained herein shall be payable in accordance construed as permitting a violation of the Americans with Section 5 hereofDisabilities Act or similar law prohibiting discrimination on the basis of a disability.

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

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

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

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

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

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

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

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

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

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

Vesting. 3.1 Except as may otherwise be provided by Section 25: in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, and further provided that any additional conditions and performance goals set forth in Appendix A (aattached hereto) Subject to compliance with Section 13have been satisfied, the Restricted Stock Units under this RSU Award shall will vest only (i) except and no longer be subject to any restrictions in accordance with the following schedule: Upon completion of the Performance Period as described in Appendix A As provided in Appendix A Once vested, the Restricted Stock Units become "Vested Units." 3.2 Except as provided in Section 3 hereofSections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule notwithstanding, upon the Participant's Termination of Service for any reason at any time before all of his or her Restricted Stock Units have vested, the Participant's unvested Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the extent that Participant under this Agreement. 3.3 If the Performance Goals are satisfied Participant’s Termination of Service occurs as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed a result of a Termination of Service by the Company or without Cause, a Subsidiary until pro-rated portion of the end Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if based on the employment number of days during the Performance Period that the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of was employed provided the Participant during continues to comply with the Restriction Period and prior to terms of any termination of the Participant’s employment confidentiality, non-solicitation and/or non-competition agreement with the Company or any Subsidiaryof its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would shall be paidautomatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), if any, following a pro-rated portion of the Restriction Period (Restricted Stock Units shall remain outstanding and eligible to vest based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on actual performance through the last day of the Restriction PeriodPerformance Period based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. The remaining portion Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause, the Restricted Stock Units shall immediately become vested based on Target performance. 3.6 For purposes of this RSU Award Section 3, “Retirement” with respect to a Participant means his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that does not vest in accordance with this Section 2(c) shall immediately be forfeitedno facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. (d) The Committee may, in its sole discretion, provide that, upon 3.7 If the retirement Participant’s Termination of the Participant Service occurs as a result of Participant’s death or Disability (as determined by the Committee in its sole discretiondefined below), all or part a pro-rated portion of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Awardimmediately become vested at Target Performance Level (regardless of the Company’s performance), subject based on the number of days during the Performance Period that the Participant was employed with, or providing services to, the Company, as applicable, provided the Participant (or Participant’s estate, if applicable) executes and delivers a general release of claims in favor of the Company in a form satisfactory to the satisfaction of the Performance Goals as provided in Schedule A. Any Company and such action by the Committee must be made in writing release becomes effective and non-revocable prior to the effective date of 90th day following the Participant’s retirementTermination of Service date. Any portion For purposes of this RSU Award as paragraph only, “Disability” shall have the meaning given such term by Section 409A of Code, which generally provides that “Disability” of a Participant means either (a) the Participant is unable to which engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) the vesting requirements Participant is, by reason of this Section 2 have been satisfied any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the employees of the Company, provided, however, that nothing contained herein shall be payable in accordance construed as permitting a violation of the Americans with Section 5 hereofDisabilities Act or similar law prohibiting discrimination on the basis of a disability.

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

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

Vesting. Except The restrictions on transfer set forth in Section 2(b) hereof shall lapse as may otherwise be provided follows, subject to the continued employment of Participant by Section 25the Company: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Provided a Participant remains continuously employed by the Company or a Subsidiary until the consummation of an Initial Public Offering, 25% of the Restricted Securities shall be vested as of the Date of Grant. In addition, provided, the Participant has remained continuously employed by the Company, or, following the consummation of the Brookdale Senior Living Transaction, any successor to the Company, as of each such date, 25% of the remaining 75% of the Restricted Securities shall vest at the end of the Performance Period. (b) Except as otherwise third, fourth and fifth years following the Date of Grant; provided by Sections 2(c)that, 2(d) or 3 hereofupon the occurrence of a Change in Control, if the employment 100% of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award Restricted Securities that are not vested at that time shall be immediately forfeited in its entirety. (c) vest. Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s 's employment with the Company or prior to the occurrence of an Initial Public Offering, any SubsidiaryRestricted Securities pursuant to this Restricted Securities Agreement shall be immediately forfeited by the Participant and transferred to, and reacquired by, the number Company on a pro-rata basis without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, Securities. From and following the Restriction Period (based on the achievement occurrence of an Initial Public Offering, upon termination of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) Participant's employment with the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed Company other than termination by the Company (or a Subsidiary, and (Bany successor) the denominator of which shall be (x) if without Cause or by the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Periodfor Good Reason, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the any Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award Securities as to which the vesting requirements of restrictions on transferability described in this Section 2 shall not already have been satisfied lapsed shall be payable immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind and neither the Participant nor any of the Participant's successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in accordance with Section 5 hereofsuch Restricted Securities. Notwithstanding the foregoing, if the Participant's employment is terminated by the Company (or its successor) without Cause or by the Participant for Good Reason, then the Participant shall immediately vest in the percentage of Restricted Securities that would have vested on the anniversary of the Date of Grant next following the date of such termination, or, if that percentage is zero, then the percentage of Restricted Securities that would have vested on the anniversary of the Date of Grant following the date of such termination for which the vesting percentage is greater than zero.

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

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

Vesting. Except 3.1 The Restricted Shares subject to this grant shall become unrestricted and vested as may otherwise be provided by Section 25: follows: • 44% on the Grant Date (a) Subject to compliance with Section 13the “Withheld Shares”); • 62.7% on February 24, the Restricted Stock Units under this RSU Award shall vest only 2011 (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(cincluding any amount previously vested), 2(d) or 3 hereof, if provided the Participant remains continuously is then employed by the Company or a Subsidiary until the end and/or one of the Performance Period. its Subsidiaries; • 81.3% on February 24, 2012 (b) Except as otherwise provided by Sections 2(cincluding any amount previously vested), 2(d) or 3 hereof, if the employment of provided the Participant is then employed by the Company or any Subsidiary terminates prior to and/or one of its Subsidiaries; and • 100% on February 24, 2013, provided the end Participant is then employed by the Company and/or one of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretySubsidiaries. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of 3.2 If the Participant’s employment with the Company and/or its subsidiaries terminates as a result of (i) the Company terminating the Participant’s employment for Cause (as defined below) or (ii) the Participant terminating his employment without Good Reason (as defined below), in each case, prior to the vesting of all or any Subsidiary, portion of the number of Restricted Stock Units, if any, payable Shares awarded under this RSU Award shall equal the number of Agreement, then such unvested Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) Shares shall immediately be forfeited. (d) cancelled and the Participant shall forfeit any rights or interests in and with respect to any such unvested Restricted Shares. The Committee may, in its sole discretion, provide thatdetermine, upon prior to or within ninety (90) days after the retirement date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.3 If the Participant’s employment with the Company and/or its subsidiaries terminates for any reason other than by the Company for Cause or by the Participant without Good Reason (i.e., death, permanent disability, by the Company without Cause, by Participant for Good Reason), then the Participant shall become 100% vested in the Restricted Shares awarded under this Agreement as of the Participant date of any such termination. 3.4 In the event of a Change of Control (as determined by the Committee in its sole discretiondefined below), all or part restrictions, terms and conditions applicable to the Restricted Shares shall be deemed lapsed and satisfied as of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion Change of Control. 3.5 For purposes of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.Agreement:

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

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

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance earlier vesting in accordance with Section 13Sections 4 or 5 below, the Restricted Stock Units under this RSU Award shall vest only Shares (iand any related Dividend Equivalent Units) except as provided in Section 3 hereof, to will become vested on the extent that later of the third anniversary of the Grant Date or the date on which the Committee certifies the attainment of the Performance Goals are satisfied as provided (the “Vesting Date”) in Schedule Aaccordance with the provisions of Section 3 below and subject to the provisions of subsection (b) below. Prior to the Vesting Date, the Shares (and (iiany related Dividend Equivalent Units) subject to the Award shall be nontransferable and, except as otherwise provided in Sections 2(c)herein, 2(d) or 3 hereof, if the Participant remains continuously employed by shall be immediately forfeited upon Participant’s termination of employment with the Company or a Subsidiary until and its Subsidiaries. Prior to the end Vesting Date, the Award shall not be earned by Participant’s performance of services and there shall be no such vesting of the Performance PeriodAward. Subject to the terms of the Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. Participant acknowledges that the opportunity to obtain the Shares represents valuable consideration, regardless of whether the Shares actually vest. (b) Except as otherwise provided by Sections 2(c), 2(dThe maximum number of Shares (including any related Dividend Equivalent Units) or that may vest and be paid out on the Vesting Date pursuant to Section 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award Agreement shall be immediately forfeited in its entirety.limited to a Fair Market Value of Shares on the Vesting Date not to exceed: (c) Upon (i) one-half of one percent (or, one and one-half percent if Participant is the Termination Chief Executive Officer of the Participant’s employment without Cause, or (iiCompany) the Disability or death of the Participant during the Restriction Period and prior to any termination sum of the ParticipantCompany’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of operating income for the Performance Goals as determined under Section 1(b))Period January 1, multiplied by a fraction[ ] through December 31, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary[ ], and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretionaccordance with the Plan, (ii) “operating income” for purpose of clause (i) above shall be calculated excluding the effect of changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, all as determined by U.S. generally accepted accounting principles (“GAAP”); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, as most accurately determined either at the time of the acquisition (through projections made at that time and accepted by the Committee), or at year end; and foreign exchange gains or losses, all as determined by the Committee; provided, however, that in no event shall the number of Shares which vest on the Vesting Date exceed the Maximum Award or part the individual limits for Participants as set forth in the Plan. The maximum number of Shares may be reduced, but not increased, based on the degree of attainment of the Restricted Stock Units covered by performance criteria as set forth in Section 3 of this RSU Award Agreement. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares (and any related Dividend Equivalent Units) shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofimmediately forfeited.

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

Vesting. (a) Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13herein, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, one-third of the RSUs (rounded down to the extent that nearest whole Share) shall become vested on the Performance Goals are satisfied as provided in Schedule Afirst anniversary of the Grant Date, and (ii) except as otherwise provided one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become vested on the third anniversary of the Grant Date, in Sections 2(cthe case of each of clauses (i), 2(d(ii) or 3 hereofand (iii), if subject to Participant not having incurred a Termination of Employment prior to the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodapplicable vesting date. (b) Except as otherwise provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment, unvested RSUs shall be forfeited by Sections 2(c)Participant without consideration therefor. Notwithstanding the foregoing, 2(din the event that Participant incurs a Termination of Employment (i) or 3 hereof, if the employment as a result of the Participant termination by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited its Affiliate without “Cause” (as defined in its entirety. (c) Upon (i) the Termination of the Participant’s employment agreement with the Company dated as of March 6, 2012 without Causeregard to the earlier expiration of such agreement (the “Employment Agreement”)) or for “Good Reason” (as defined in the Employment Agreement), RSUs shall immediately vest in full and be settled in accordance with Section 3 of this Agreement, or (ii) due to Participant’s death or “Disability” (as defined in the Disability or death of the Participant during the Restriction Period and Employment Agreement), RSUs that are outstanding immediately prior to any termination such Termination of Employment and that would have vested on the Participant’s employment next vesting date shall vest pro-rata, with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal RSUs vesting to be determined by multiplying the number of Restricted Stock Units RSUs that otherwise would be paid, if any, following the Restriction Period (based have vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied next vesting date by a fraction, (A) the numerator of which shall be is the number of days in between the Restriction Period during which prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the Participant was continuously employed by the Company or a Subsidiarydate of Participant’s Termination of Employment, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedis 365. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

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

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

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

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided herein or in Sections 2(c), 2(d) or 3 hereofthe Plan, if the Participant remains continuously employed by the Company or a Subsidiary until through the end of applicable vesting date, the Performance Period.Restricted Share Units will vest in accordance with the following schedule: __________, 20__ 33.3% __________, 20__ 33.3% __________, 20__ 33.4% (b) Except as otherwise provided by Sections 2(c)In the event that the Participant dies or terminates employment on account of Disability at any time after grant, 2(d) or 3 hereof, if all of the employment then-unvested Restricted Share Units granted under this Agreement will continue to vest through the Vesting Period. The rights of the Participant by (or the Company Participant’s estate or beneficiaries in the event of Participant’s death) in any Subsidiary terminates prior event described in this Section 3(b) shall become non-forfeitable only at such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 4 hereof had the end Participant not died or had his or her employment terminated on account of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyDisability. (c) Upon (i) In the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of event the Participant’s employment with the Company or any Subsidiarysuccessor to the Company is terminated without Cause, or the number of Participant terminates his or her employment for Good Reason, within twelve (12) months after a Change in Control (and before the Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Share Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined have become vested under Section 1(b3(a), (b) or (c)), multiplied by a fraction, (A) the numerator Participant shall vest in all of which the Restricted Share Units granted under Section 2 of this Agreement and the Participant’s rights to such Restricted Share Units shall be become non-forfeitable as of the number of days in the Restriction Period during date on which the Participant was continuously employed by Participant’s employment with the Company or a Subsidiary, and (B) its successor is terminated. In the denominator of which shall be (x) if the Participant was employed event that this Award is not assumed by the Company or Acquiror in connection with a Subsidiary on the first day Change in Control, all of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal Restricted Share Units shall vest immediately prior to the Change in Control and shall settle immediately following the Change in Control (notwithstanding the longer period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest for settlement provided in accordance with this Section 2(c) shall immediately be forfeited4 below). (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals Except as provided in Schedule A. Any such action Section 3(b) or (c) above or as otherwise provided in any written agreement by and between the Committee must be made in writing Company and the Participant, if the Participant’s employment with the Company terminates for any reason prior to the effective date expiration of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied Vesting Period, all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable in accordance with Section 5 hereofto the Participant.

Vesting. Except as may otherwise All of the Restricted Stock Units shall initially be provided by Section unvested. Twenty-five percent (25:%) 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 Plan or this Agreement (the “Normal Vesting Schedule”). (ai) Subject Any Restricted Stock Units that fail to compliance with vest because the employment condition is not satisfied shall be forfeited, subject to the special provisions set forth in Subsections 3(a)(ii) through 3(a)(iv). (A) If the Participant’s employment terminates due to death or Permanent Disability or (B) if, in the event of a Change in Control where the holders of the Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested. With respect to any of the Restricted Stock Units that constitute “deferred compensation” as defined under Code Section 13409A, 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 shall be deemed to occur only if, in addition to the requirements set forth in the Plan, the 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), the Participant (A) terminates employment for Good Reason, or (B) is terminated by the Company without Cause, Restricted Stock Units not previously vested shall immediately become vested. (iv) In the event of the Participant’s 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 under this RSU Award which have not vested as of the date of such termination shall vest only (i) except pro-rata as provided in Section 3 hereof, of the date of the 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 Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if date the Participant remains continuously employed by first becomes eligible for Retirement and the Company or a Subsidiary until the end of the Performance Period. (bvesting date under this Section 3(a)(iv) Except as otherwise provided by Sections 2(c)are in different tax years, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, amount payable under this RSU Award subsection shall equal 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 otherwise would be paid, if any, following shall vest pro-rata upon Retirement (absent action to the Restriction Period (based on contrary by the achievement Compensation Committee) described in the penultimate sentence of the Performance Goals as determined under foregoing paragraph of this Section 1(b)), multiplied 3(a)(iv) shall be calculated by a fraction, multiplying (A) the numerator of which shall be quotient obtained by dividing the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if completed months that the Participant was employed by the Company or a Subsidiary on one of its Subsidiaries since the first day of most recent Vesting Date by 48, by (B) the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofAgreement.

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

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

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under The vesting of this RSU Award shall vest only (i) except as provided in Section 3 hereof, be subject to the extent that time-based vesting provisions set forth herein and the Performance Goals are satisfied as provided Company’s collection of the outstanding accounts receivable on the Suez Canal project in Schedule A, and (ii) except as otherwise provided fiscal year 2016 in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by amount of $21,200,940. If the Company fails to achieve the performance goal specified in this Section 2(a) on or a Subsidiary until the end of the Performance Periodprior 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 otherwise provided by Sections 2(c)may be accelerated as set forth below, 2(dand 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”) or 3 hereof, if the employment of the Participant is continuously employed by the Company Corporation or any Subsidiary terminates prior to an Affiliated Entity through the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyVest 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 in an amount equal to the product of (i) the Termination number of days beginning with the Award Date and ending with the date of the Participant’s employment without Cause, or termination due to Retirement divided by 1,095 times (ii) the Disability or death Award. Any portion of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) the formula shall immediately be forfeited. (de) The Upon a Change in Control (as defined in the Great Lakes Dredge & Dock Corporation 2007 Long-Term Incentive Plan (the “2007 Plan”)), the Compensation Committee mayof the Board of Directors of the Corporation (the “Committee”) may elect, in its sole discretion, provide that, to accelerate the vesting of the Award. No provision of this Agreement shall require the Committee to accelerate such vesting upon a Change in Control or any other event. (f) To the extent the Award has not vested upon the retirement of Participant’s termination for any reason other than death, Disability or Retirement, the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under immediately forfeited upon such termination, except as may be otherwise provided in this RSU AwardSection 2(f), subject to below. If an employment or consulting agreement provides for some degree of accelerated vesting of long-term incentive award conditioned on the satisfaction Participant signing a release, separation agreement or other post-termination conduct, the forfeiture of the Performance Goals as provided unvested Award will be held in Schedule A. Any abeyance until the period for signing the release or separation agreement (and not rescinding it) or such action other post-termination conduct expires, at which point a determination will be made by the Committee must Corporation or an Affiliated Entity as to whether the requirements for accelerated vesting have been met. If the criteria for accelerated vesting have been met, in the sole discretion of the Corporation or the Affiliated Entity, the Payment Date shall be made in writing prior to 60 days after the effective date of the Participant’s retirement. Any portion termination; provided, however, in the event the Participant satisfies the Rule of this RSU Award as to which 75 at the vesting requirements time of this Section 2 have been satisfied such termination, the Payment Date shall be payable in accordance with Section 5 hereofthe regularly scheduled Vest Date].

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, The Restricted Stock shall become vested and cease to be Restricted Stock (but shall remain subject to the extent that other terms of this Agreement and the Performance Goals are satisfied as provided in Schedule A, and (iiPlan) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals performance goal described on Annex A attached hereto; provided, that the Management Agreement shall not have been terminated (other than a termination by ZelnickMedia or its assignee with Good Reason (as determined under Section 1(bdefined in the Management Agreement) or by the Company without Cause (as defined in the Management Agreement)) (a “Termination”) prior to the achievement of the performance goal described on Annex A; provided, further, that any shares of Restricted Stock that do not vest on or prior to June [ ], 2012 shall be forfeited and shall revert back to the Company without any payment to the Participant, and the Participant shall thereafter have no rights with respect to such shares of Restricted Stock; provided, further, that all shares of Restricted Stock shall immediately vest in the event the Management Agreement is terminated by the Company without Cause or by ZelnickMedia or its assignee for Good Reason. (ii) In the event of a Change in Control (as defined in the Management Agreement), multiplied by a fraction, then the Restricted Stock shall vest or be forfeited as follows: (A) If a Change in Control occurs on or prior to March 31, 2009, then (x) 180,000 shares of Restricted Stock shall become vested and cease to be Restricted Stock immediately prior to the numerator consummation of which such Change in Control, and (y) the Committee shall consider in good faith, taking into consideration such factors including, but not limited to, the contributions of ZelnickMedia and its personnel to the Company pursuant to the Management Agreement and otherwise, and recommend to the independent members of the Board a number of shares of Restricted Stock, if any, to become vested and cease to be Restricted Stock in connection with such Change in Control. The independent members of the Board shall consider such recommendation and determine in good faith, taking into consideration such factors including, but not limited to, the contributions of ZelnickMedia and its personnel to the Company pursuant to the Management Agreement and otherwise, the number of days additional shares of Restricted Stock, if any, which shall become vested and cease to be Restricted Stock in connection with such Change in Control. Any remaining shares of Restricted Stock shall be forfeited to the Company without compensation other than the repayment of any par value paid by the Participant for such Shares (if any). (B) Notwithstanding anything to the contrary in clause (A) of this Section 3(c)(ii), if (w) prior to the Effective Date (as defined in the Restriction Period during which Second Amendment to the Participant was continuously employed Management Agreement), the Company shall have received a bona fide indication of interest in, or offer to enter into, a business combination (an “Offer”) from a third party, (x) such Offer shall specify, with some degree of particularity, the material terms thereof, (y) the existence of the Offer is not publicly disclosed or confirmed by the Company or a Subsidiarysuch third party prior to the Effective Date, and (Bz) the denominator transaction proposed by such Offer is consummated prior to November 14, 2008 and the consummation of such transaction constitutes a Change in Control, then Section 3(c)(ii)(A) shall not apply and the Committee shall consider in good faith, taking into consideration such factors including, but not limited to, the contributions of ZelnickMedia and its personnel to the Company pursuant to the Management Agreement and otherwise, and recommend to the independent members of the Board a number of shares of Restricted Stock, if any, to become vested and cease to be Restricted Stock in connection with such Change in Control. The independent members of the Board shall consider such recommendation and determine in good faith, taking into consideration such factors including, but not limited to, the contributions of ZelnickMedia and its personnel to the Company pursuant to the Management Agreement and otherwise, the number of shares of Restricted Stock, if any, which shall become vested and cease to be (x) if Restricted Stock in connection with such Change in Control and the remaining shares of Restricted Stock shall be forfeited to the Company without compensation other than the repayment of any par value paid by the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or for such Shares (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedif any). (dC) The Committee mayIf a Change in Control occurs on or following April 1, 2009, all shares of Restricted Stock shall become vested and cease to be Restricted Stock immediately prior to the consummation of such Change in its sole discretionControl. (iii) When any Shares of Restricted Stock become vested, provide thatthe Company shall promptly issue and deliver, upon unless the retirement Company is using a book entry or similar method pursuant to Section 8 of this Agreement, to the Participant a new stock certificate registered in the name of the Participant (as determined by for such Shares without the Committee legend set forth in its sole discretion), all or part of Section 4 hereof and deliver to the Restricted Stock Units covered by this RSU Award shall be payable under this RSU AwardParticipant any related other RS Property, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofapplicable withholding.

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

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

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

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except Except as otherwise provided in Sections 2(c)this Section 3, 2(d) or 3 the RSUs shall become vested in accordance with the following schedule, if as of each such date Director has continuously served as a director on the Board and/or on the board of directors of the Subsidiaries since the date hereof, if such that, subject to the Participant remains continuously employed by the Company or a Subsidiary until the end other terms and conditions of this Agreement, all of the Performance Period.RSUs shall be vested on [March , 2015]: [March , 2013] [1/3 RSU’s] [March , 2014] [1/3 RSU’s] [March , 2015] [1/3 RSU’s] (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofin this Section 3, if the employment of the Participant by Director’s directorship with the Company and/or its Subsidiaries terminates for any reason (including upon the death or any Subsidiary terminates disability of Director prior to the end vesting of all or any portion of the Restriction PeriodRSUs awarded under this Agreement), this RSU Award such unvested portion of the RSUs shall immediately be immediately forfeited cancelled and Director (and Director’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in its entiretyand with respect to any such RSUs. (c) Upon In addition to Sections 3(a)-(b) above, upon a termination of Director’s directorship with the Company that also constitutes a “separation from service” within the meaning of Treas. Reg. § 1.409A-3(i)(5) within twelve months following a “Change in Control,” as defined below, of the Company (the “Change in Control Termination”), the RSUs shall vest as follows: (A) if the Change in Control Termination occurs on or before [March , 2013], [one-third] RSUs shall vest on the date of the Change in Control Termination; (B) if the Change in Control Termination occurs on any date from [March , 2013] up to and including [March , 2014], an additional one-third shall vest; and (c) if the Change in Control Termination occurs on any date from [March , 2014] up to and including [March , 2015], the remaining one-third RSUs shall vest. For purposes of this Agreement, (x) the term “Change in Control” means (i) the Termination consummation of any transaction or series of transactions resulting in a third party (or group of affiliated third parties) owning, directly or indirectly, securities of the ParticipantCompany possessing the voting power to elect a majority of the members of the Board (whether by merger, consolidation or sale or transfer of the Company’s employment without Cause, securities) or (ii) the Disability sale, transfer or death other disposition of all or substantially all of the Participant during the Restriction Period business and prior to any termination assets of the Participant’s employment with Company, whether by sale of assets, merger or otherwise (determined on a consolidated basis) to a third party (or group of affiliated third parties). Upon the Company or any Subsidiary, occurrence of a Change in Control Termination in the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, time period described in either clause (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) of the denominator first sentence of which this Section 3(c), the Board shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee maypermitted, in its sole discretion, provide thatto cause the Company to pay to Director in substitution for the vesting of Director’s RSUs and the delivery of Common Stock to Director under such circumstances and in respect of each share of Common Stock that would otherwise be issuable upon such vesting, upon the retirement cash in an amount per share of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Common Stock Units covered by this RSU Award shall be payable under this RSU Award, subject equal to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be price per share payable in accordance with Section 5 hereofthe Change in Control in respect of each issued and outstanding share of Common Stock.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance earlier vesting in accordance with Section 13Sections 4 or 5 below, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to Shares will become vested on the extent that later of the third anniversary of the grant date or the date on which the Committee certifies the attainment of the Performance Goals are satisfied as provided (the “Vesting Date”) in Schedule A, accordance with the provisions of Section 3 below and subject to the provisions of subsections (b) and (iic) below. Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as otherwise provided in Sections 2(c)herein, 2(d) or 3 hereof, if the Participant remains continuously employed by shall be immediately forfeited upon Participant’s termination of employment with the Company or a Subsidiary until and its Subsidiaries. Subject to the end terms of the Performance PeriodPlan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. (b) Except In no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as otherwise provided by Sections 2(c)set forth in the Plan. The payout of vested Shares may be reduced, 2(d) or 3 hereofbut not increased, if based on the employment degree of the Participant attainment of such performance criteria as determined by the Company or any Subsidiary terminates prior Committee, in its sole discretion. To the extent unvested Shares are not paid to Participant pursuant to the end of the Restriction Periodimmediately preceding sentence, this RSU Award then such unvested Shares shall be immediately forfeited in its entiretyforfeited. (c) Upon The maximum number of Shares that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a fair market value on the Vesting Date not to exceed: (i) for each Participant (other than the Termination Chief Executive Officer of the Participant’s employment without CauseCompany), or one-half of one percent (ii0.5%) the Disability or death of the Participant during the Restriction Period and prior to any termination sum of the ParticipantCompany’s employment with total operating income for the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Performance Period (based on the achievement of the Performance Goals as determined under Section 1(b)calendar years 2014, 2015 and 2016), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretionaccordance with the Plan. (ii) if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the limit specified in subsection (i) above shall be one and one-half percent (1.5%) of the Company’s total operating income for the Performance Period (calendar years 2014, 2015 and 2016), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action determined by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofthe Plan.

Vesting. Except The Participant shall become vested in the Stock Units as may otherwise be provided by Section 25: and to the extent set forth in Exhibit A to these Terms and Conditions, subject to (a) Subject to compliance prorated vesting in accordance with Section 13Paragraph 8 of these Terms and Conditions upon the Participant’s death, the Restricted Stock Units under this RSU Award shall vest only Retirement or Disability (i) except each as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(ddefined below) or 3 hereof, if upon termination of employment under certain circumstances described in Paragraph 8 of these Terms and Conditions where the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. is entitled to severance benefits, (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if prorated vesting in accordance with Paragraph 8 of these Terms and Conditions in the employment of the Participant by the Company or any Subsidiary terminates event that prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of vesting the Participant’s employment with the Company Corporation or any Subsidiary, of its Subsidiaries has terminated and (i) the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based Participant is a Management Committee member on the achievement date of the Performance Goals as determined under Section 1(b)), multiplied by a fractiongrant, (Aii) the numerator Participant is 55 years or older on the date of which shall be the number termination of days in the Restriction Period during which employment and (iii) the Participant was continuously employed by has not violated any provision of Paragraph 7 of these Terms and Conditions during the Company or a Subsidiary, performance period set forth in Exhibit A to these Terms and Conditions (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction “Vesting Period, the total number of days in the Restriction Period”), or (yc) full vesting in all other cases, the total number event of days within a Change in Control (as defined in the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day Plan) of the Restriction PeriodCorporation. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of If the Participant’s retirement. Any portion employment with the Corporation or any of its Subsidiaries terminates for any reason other than as set forth above in this RSU Award as to which Paragraph 5, the vesting requirements of this Section 2 Stock Units in the Participant’s Stock Unit Account that have been satisfied not yet vested shall be payable in accordance with Section 5 hereofforfeited and revert to the Corporation on such termination date, and the Corporation shall have no further obligation after such date to pay Dividend Equivalents pursuant to Paragraph 3 of these Terms and Conditions. The Corporation shall have no further obligation to the Participant under these Terms and Conditions following the Participant’s forfeiture of Stock Units.

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

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except Except as provided in Section 3 hereof2(e) of this Agreement, to the extent that PSU-OM Award shall vest following a three-year performance period consisting of the Performance Goals are satisfied as provided in Schedule ACompany’s fiscal years 20xx, 20xx and 20xx, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior subject to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement 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 Performance Goals as determined under Section 1(b))PSU-OM Award, multiplied by a fraction, (A) the numerator of which Participant shall be the number eligible to vest in a percentage of days in the Restriction Period during which the Participant was continuously employed by the Company PSUs as follows: Threshold xx% xx% Target xx% xx% Maximum xx% or a Subsidiary, and (B) the denominator of which more xx% PSU-OM Award vesting shall be interpolated for performance between xx% and xx% of target goal(s) and no PSUs shall vest for performance below threshold goal(s). Except as otherwise provided for in this Agreement, not later than ninety (x90) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on following the last day of the Restriction PeriodCompany’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 remaining portion of this RSU Award PSUs, if any, that does not vest in accordance with this Section 2(c2(a) shall vest as soon as administratively practicable but no later than thirty (30) days following the PSU Certification Date (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 forfeitedpaid 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) The Committee mayIf 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 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 Participant within the first year following the Grant Date of this Agreement, Participant shall be 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 achievement of 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 vest in all PSUs that would have otherwise vested had service continued through the Vesting Date, 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 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, if the Company determines, in its sole discretion, provide that, upon the retirement that Participant has violated any of the Obligations in Appendix A to this Agreement, the Participant (shall not be deemed to be eligible for Retirement and all PSUs that have not been settled shall be forfeited effective as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to date that the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofviolation first occurred.

Vesting. Except as may otherwise (a) The Stock Units shall become vested according to the following schedule or on the next business day if such date is not a business day (each, a “Vesting Date”), provided that the Participant continues to be provided by Section 25employed by, or provide service to, the Employer from the Date of Grant until the applicable Vesting Date listed below: (ab) Subject to compliance with Section 13The 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 Restricted number of Stock Units under this RSU Award that vest shall vest only (i) except as provided in Section 3 hereof, be rounded down to the extent nearest whole Stock Unit and the fractional Stock Units will be accumulated so that the Performance Goals are satisfied as provided resulting whole Stock Units will be included in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by number of Stock Units that become vested on the Company or a Subsidiary until the end of the Performance Periodlast Vesting Date. (bc) Except as otherwise provided in a written employment agreement or severance agreement entered into by Sections 2(c)and between the Participant and the Employer, 2(d) or 3 hereof, if in the employment event of a Change of Control before all of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c3(a) above, the provisions of the Plan applicable to a Change of Control shall immediately apply to the Stock Units. In the event of a Change of Control, whether or not the Company is the surviving corporation or survives only as a subsidiary of another corporation, the Committee may take such actions with respect to the vesting of the Stock Units as it deems appropriate pursuant to Section 13 of the Plan, including (i) requiring the that the Stock Units be forfeited. assumed by, or replaced with an award that has comparable terms by, the surviving corporation (dor a parent or subsidiary of the surviving corporation), (ii) The Committee mayif the Stock Units are assumed by, or replaced with an award that has comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation), providing for accelerated vesting in connection with the Participant’s termination of employment upon or following the Change of Control, (iii) providing for full vesting acceleration in connection with the Change of Control or (iv) providing for payment in settlement of the outstanding Stock Units, in its sole discretion, provide that, upon the retirement of the Participant (such amount and form as may be determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofCommittee.

Vesting. Except a. This Option shall continue in force, and shall be exercisable only, through the 10th anniversary of the Grant Date (the “Expiration Date”), unless sooner terminated as may otherwise be provided by Section 25: (a) herein. Subject to compliance with Section 13paragraph 2.b., below, the Restricted Stock Units under this RSU Award Option shall vest only not be exercisable until the first anniversary of the Grant Date and shall become exercisable on such first anniversary and each anniversary thereafter (ieach such date, a “Vesting Date”) except as provided in Section 3 hereof, to the extent that set forth in the Performance Goals are satisfied following schedule: Vesting Date Exercisable 1st Anniversary of Grant Date 25 % 2nd Anniversary of Grant Date 50 % 3rd Anniversary of Grant Date 75 % 4th Anniversary of Grant Date 100 % Once and to the extent vested, the Option shall remain exercisable until terminated in accordance with the terms of this Agreement. Except as provided in Schedule Aherein below, the Option may not be exercised unless the Optionee is then an employee (including directors and (ii) except as otherwise provided in Sections 2(cofficers who are employees), 2(d) director, consultant, advisor, agent or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end independent representative of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end subsidiary of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, combination thereof and unless the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days Optionee has remained in the Restriction Period during which continuous employ or service thereof from the Participant was continuously employed by Grant Date. b. Notwithstanding any other provision herein to the contrary: i. This Option shall not vest (nor shall any portion of it vest) after the Optionee ceases to be an employee or provider of board or other services to the Company or a Subsidiaryany subsidiary of the Company (the date on which Optionee ceases to be an employee or provider of services, the “Separation Date”); ii. On the Separation Date, that portion of the Option, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day shares subject to that portion of the Restriction PeriodOption, the total number of days in the Restriction Periodwhich have not then vested (or, or (y) in all other cases, the total number of days within the Restriction Period equal pursuant to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion terms of this RSU Award that does Agreement, are considered not vest in accordance with this Section 2(cto be then vested) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon and without requirement or further action on the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall Company, the Optionee or any other person be payable under this RSU Award, subject forfeited and returned to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofCompany for no additional consideration.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part discretion (subject to Section 6 of the Restricted Plan) or as otherwise provided in this Section 3 or Section 8, the vesting of RSUs covered hereby shall be subject to the Employee’s continued employment with or other provision of services to the Company or a subsidiary or affiliate through the applicable Vesting Date. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. The Employee shall be eligible to vest in one-third of the shares of Common Stock Units covered by this RSU Agreement as set forth in the Award Summary on each of December 31, 2026, December 31, 2027 and December 31, 2028 (each, a “Vesting Date”). Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the RSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be payable under this RSU Awardassumed by the successor company (or its parent company) and remain outstanding and thereafter the vesting of such RSUs, and any dividend equivalents with respect thereto, shall be subject to the satisfaction Employee’s continued employment with or provision of services to the Performance Goals Company or a subsidiary or an affiliate through each applicable Vesting Date as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied 3, at which time such RSUs shall vest and shall be payable paid in accordance with the terms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 5 hereof409A of the Code, as determined by the Committee; provided that the RSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 8 in the event of the Employee’s termination of employment or services following such Change in Control and prior to a Vesting Date. Upon payment pursuant to the terms of the Plan, such awards shall be cancelled.

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

Vesting. 3.1 Except as may otherwise be provided by in this Section 25: (a) Subject to compliance with Section 133, the Restricted Stock Units under subject to this RSU Award grant shall vest only become unrestricted and vested pro rata on each of the first three anniversaries of the Grant Date specified above (i) except as one-third of the total grant per year), provided in Section 3 hereof, to the extent that Participant is then employed by the Performance Goals are satisfied as provided in Schedule A, and (ii) except Company and/or one of its Subsidiaries or Affiliates. 3.2 Except as otherwise provided in Sections 2(c), 2(d) or 3 hereofthis Section 3, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates for any reason prior to the vesting of all or any Subsidiaryportion of the Restricted Stock awarded under this Agreement, such unvested portion of the number Restricted Stock shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such shares of Restricted Stock Units, if any, payable under this RSU Award shall equal Stock. 3.3 If the number of Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s Disability the Restricted Stock Units that otherwise would shall continue to vest on a regular schedule during the period of Disability regardless of a termination event. For purposes of this Agreement, “Disability,” if the Participant is a party to an employment agreement, shall have the same meaning as in such employment agreement, otherwise, “Disability” shall mean any physical or mental disability which is determined to be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied total and permanent by a fraction, (A) the numerator of which shall be the number of days doctor selected in the Restriction Period during which the Participant was continuously employed good faith by the Company or a Subsidiarythe relevant Subsidiary or Affiliate. 3.4 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s death, and (B) the denominator Restricted Stock shall become vested as of which shall be (x) if the Participant was employed date of any such termination. 3.5 If the Participant’s employment is terminated by the Company and/or its Subsidiaries or Affiliates at a time when such Participant is entitled to a severance payment over a period specified in such Participant’s employment agreement (if any) (the “Severance Period”) all Restricted Stock which would have vested had the Participant continued his or her employment during the Severance Period shall become immediately vested. 3.6 If the Participant's employer ceases to be an Affiliate or Subsidiary on the first day of the Restriction PeriodCompany, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award event shall be payable deemed to constitute a termination of employment under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof3.2 above.

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

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

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed Participant’s continued employment by the Company or a Subsidiary any of its Affiliates through February 27, 2018 (the “Specified Date”), the Units shall become vested based upon the Company’s “Total Shareholder Return” (as defined below) relative to the Total Shareholder Return of the “Peer Companies” (as defined below) from January 1, 2015 until December 31, 2017 (the “Measurement Period”) in accordance with the following table (the “Relative Total Shareholder Return”): Threshold Below the 35th Percentile 0% Target 50th Percentile 100% Maximum 80th Percentile or higher 200% If the Company’s Relative Total Shareholder Return over the Measurement Period is between the levels set forth above, then the percentage of the Units that will become vested and payable will be ratably interpolated. If the Relative Total Shareholder Return at the end of the Performance PeriodMeasurement Period is below the 35th percentile, then all Units shall be forfeited immediately and automatically and the Participant will have no further rights with respect thereto. (b) Except as otherwise provided In the event the Participant’s employment is terminated by Sections 2(c)reason of (i) Disability, 2(d(ii) death, or 3 hereof, if the employment of the Participant (iii) by the Company or any Subsidiary terminates prior without Cause other than within two years following a Change in Control, then the Units, will be prorated based on the number of days the Participant was employed by the Company during the Measurement Period, and such prorated Units will remain outstanding and will vest and be delivered to the end Participant, at the same time as delivery would have been made had the Participant not had a termination of employment based on the attainment of the Restriction applicable Relative Total Shareholder Return for the full Measurement Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon If prior to the date the Units otherwise vest and within two years following a Change in Control the Participant’s employment is terminated either by the Company without Cause or by the Participant due to a resignation with Good Reason (i) the Termination as defined in Section 18), any of the Participant’s employment without Cause, or then outstanding Units (iiincluding any pro-rated Units that remain outstanding pursuant to Section 2(b) the Disability or death of the Participant during the Restriction Period and above) will vest immediately prior to any termination such event as if the Target vesting level was attained. (d) Upon a cessation of the Participant’s employment with the Company or any Subsidiaryof its Affiliates, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units any Unit that otherwise would be paid, if any, following the Restriction Period (based has not become vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of such cessation or any Unit that does not specifically remain outstanding pursuant to Section 2(b) or 2(c) will then be forfeited immediately and automatically and the Participant will have no further rights with respect thereto. The foregoing sentence shall apply notwithstanding anything to the contrary in the terms of the Letter Agreement between the Company and Participant dated October 23, 2009, as amended, concerning the impact on long-term incentive awards of the cessation of Mr. Brondeau’s service after both (i) December 31, 2015 and (ii) the Board of Director’s approval of a “definitive succession plan”. (e) The application of Sections 2(b)(iii) and 2(c) is in each case conditioned on (i) the Participant’s retirementexecution and delivery to the Company of a general release of claims against the Company and its affiliates in a form prescribed by the Company, and (ii) such release becoming irrevocable within 60 days following the cessation of the Participant’s employment or such shorter period specified by the Company. Any portion For avoidance of doubt, if this RSU Award release requirement is not timely satisfied, the Units will be forfeited as to which of the vesting requirements effective date of this Section 2 the cessation of the Participant’s employment and the Participant will have been satisfied shall be payable in accordance no further rights with Section 5 hereofrespect thereto.

Vesting. Except A. The Participant shall have a non-forfeitable right to a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, except as may otherwise be provided herein or determined by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Committee in its sole discretion. No portion of any Award shall vest only (i) except as provided in Section 3 hereof, to become vested on the extent that vesting date unless the Performance Goals are satisfied as provided in Schedule AParticipant is then, and (ii) since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if this Agreement and the Participant remains continuously employed by the Company or a Subsidiary until the end Plan. B. The Award will become vested as to 33 1/3% of the Performance RSUs on the first anniversary of the Grant Date and as to the remaining 66 2/3% of the RSUs on the second anniversary of the Grant Date (the “Vesting Period”). (b) C. Except as otherwise provided by Sections 2(c)in the Plan, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any upon termination of the Participant’s employment with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will promptly terminate, except as follows: (i) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the Participant’s death or Disability; and (ii) any Subsidiaryportion of the Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested upon the Participant’s Retirement for fifty percent (50%) of the number of Restricted Stock Units, if any, payable under this RSU Award shall equal shares covered by such unvested portion and for an additional ten percent (10%) of the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement shares covered by such unvested portion for every full year of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed employment by the Company or a Subsidiaryand its Affiliates beyond ten (10) years, up to the remaining amount of the unvested portion of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (B10) the denominator consecutive years of which shall be (x) if the Participant was employed by service with the Company or a Subsidiary on the first day of the Restriction Periodits Affiliates, the total number of days in the Restriction Periodbut not including pursuant to any termination For Cause or any termination for insufficient performance, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion)Company. D. Notwithstanding anything herein to the contrary, all or part any portion of the Restricted Stock Units covered Award held by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing a Participant or a Participant’s permitted transferee immediately prior to the effective date cessation of the Participant’s retirement. Any portion employment For Cause shall terminate at the commencement of this RSU Award as to which business on the vesting requirements date of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofsuch termination.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the The Restricted Stock Units under this RSU Award shall vest only (i) except as in full on the first to occur of the following dates; provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously continues to be employed by by, or provide service to, the Company or a Subsidiary until through the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon applicable date: (i) the Termination second anniversary of the Participant’s employment without Cause, or Grant Date; (ii) the Disability Participant's death; (iii) the Participant's Disability; (iv) the effective date of an Change in Control Event; or death (v) the date determined in accordance with the provisions of Section 3(b) below (the applicable date is referred to as the "Vesting Date"). Notwithstanding the foregoing, provided that an event specified in clauses (ii)-(v) of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiarypreceding sentence has not occurred, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal (i) the number of Restricted Stock Units that otherwise would be paid, if any, following awarded to the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which Participant shall be adjusted as of December 31, 2010, to reflect the forfeiture of such number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered (if any) that may be required pursuant to the Participant's 2010 Incentive Plan, which is incorporated by this RSU Award reference herein and (ii) such adjusted number of Restricted Stock Units shall be payable under this RSU Award, thereafter remain subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied 3. (b) If a Change in Control Event occurs while the Participant 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 will vest immediately prior to the closing of the Change in Control Event. The shares subject to vested Restricted Stock Units shall be converted into the right to receive the same consideration per share of Company common stock payable to the other shareholders of the Company upon the consummation of the Change in accordance Control Event and such consideration shall be distributed to the Participant within ten (10) business days following the effective date of the Change in Control Event, or on such later date necessary to comply with the TARP Regulations. (c) Except as otherwise provide for herein, if the Participant ceases to be employed by, or provide service to, the Company for any reason prior to vesting in the Restricted Stock Units subject to this Grant, then the Grant will be immediately cancelled. The Participant shall thereupon cease to have any right or entitlement to receive any shares, or the cash-equivalent of any shares, with respect to those cancelled Restricted Stock Units. (d) For purposes of this Section 5 hereof.3, the following definitions shall apply:

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

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

Vesting. (a) Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13accelerated as set forth in the Plan or as set forth below, and except as may be accelerated as set forth in any employment or consulting agreement between the Participant and the Corporation or an Affiliated Entity, the Restricted Stock Units under this RSU Award RSUs shall vest only in three equal portions, on the first, second and third anniversaries of the Award Date (ithe “Vest Date”) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains is continuously employed by the Company Corporation or a Subsidiary until the end of the Performance Periodan Affiliated Entity through such vesting date. (b) Except Upon the Participant’s Termination due to death or Disability (as otherwise provided by Sections 2(cdefined below), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of extent not previously forfeited, the Restriction Period, this RSU Award RSUs shall be immediately forfeited in its entiretyfully vested. (c) Upon the Participant’s Termination due to Retirement (as defined below), to the extent not previously forfeited, the RSUs shall vest on the date of Termination in an amount equal to the product of (i) the number of days beginning with the Award Date or, if applicable, the prior Vest Date (in the case of a Termination due to Retirement after the first Vest Date) and ending with the date of the Participant’s employment without Cause, or Termination due to Retirement divided by 365 times (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units RSUs that otherwise would be paid, if any, following the Restriction Period (based are scheduled to vest on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of next Vest Date. Any RSUs which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does do not vest in accordance with this Section 2(c) the formula shall immediately be forfeited. The Participant shall not be entitled to receive any Dividend Equivalents on forfeited RSUs. (d) The Upon a Change in Control, the Compensation Committee mayof the Board of Directors of the Corporation (the “Committee”) may elect, in its sole discretion, provide that, to accelerate the vesting of some or all of the RSUs in accordance with the terms of the Plan. No provision of this Agreement shall require the Committee to accelerate such vesting upon a Change in Control or any other event. (e) To the extent any RSUs have not vested upon the retirement Participant’s Termination for any reason other than death, Disability or Retirement, those RSUs shall be immediately forfeited upon such Termination, except as may be otherwise provided in this Section 5(e), below. The Participant shall not be entitled to receive any Dividend Equivalents on forfeited RSUs, whether such forfeiture is immediate or as set forth below. If an employment or consulting agreement provides for some degree of accelerated vesting conditioned on the Participant signing a release, separation agreement or other post-Termination conduct, the forfeiture of the Participant unvested portion of the RSUs will be held in abeyance until the period for signing the release or separation agreement (as determined and not rescinding it) or such other post-Termination conduct expires, at which point a determination will be made by the Committee Corporation or an Affiliated Entity as to whether the requirements for accelerated vesting have been met. If the criteria for accelerated vesting have been met, in its the sole discretion), all or part discretion of the Restricted Stock Units covered by this RSU Award Corporation or the Affiliated Entity, the Conversion Date for that portion of the RSUs shall be payable under this RSU Award, subject to 60 days after the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion Termination; provided, however, in the event the Participant satisfies the Rule of this RSU Award as to which 75 at the vesting requirements time of this Section 2 have been satisfied such Termination, the Conversion Date shall be payable in accordance with Section 5 hereofthe next regularly scheduled Vest Date.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU a. The Award shall vest only in equal installments over a three (i3) except as year period, commencing on the Grant Date, at the rate of 33 1/3% effective on each of the first through third anniversaries of the Grant Date; provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains you remain continuously employed by or in the service of the Company or a Subsidiary until an Affiliate, in each case, from the end Grant Date through and including the applicable vesting date. The date that an RSU becomes vested shall be referred to herein as the “Vesting Date” with the period between the Grant Date and the third anniversary of the Performance Grant Date referred to as the “Restriction Period. (b) ” Except as otherwise provided by Sections 2(c)set forth herein, 2(d) upon any termination of employment or 3 hereofservice, all unvested RSUs shall be forfeited on the date of such termination of employment or service for no consideration and there shall be no proportionate or partial vesting in the periods prior to each Vesting Date and all vesting shall occur only on the applicable Vesting Date. b. Notwithstanding the foregoing, if the you undergo a termination of employment of the Participant or service by the Company and its Affiliates without Cause (other than due to death or any Subsidiary terminates prior to the end of Disability) during the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any then upon such termination of the Participant’s employment with the Company or any Subsidiaryservice, in addition to the number of Restricted Stock Units, RSUs that have vested in accordance with Section 2(a) above (if any), payable under this RSU Award shall equal the you will vest in a number of Restricted Stock Units that otherwise would be paid, if any, following RSUs (rounded down to the Restriction Period nearest whole RSU) equal to (based on i)(A) the achievement total number of the Performance Goals as determined under Section 1(b))RSUs granted pursuant to this Award, multiplied by (B) a fraction, (Ax) the numerator of which shall be is the number of days in elapsed from the Restriction Period during which Grant Date through the Participant was continuously employed by the Company date of such termination of employment or a Subsidiary, service and (By) the denominator of which shall be (x) if is the Participant was employed by the Company or a Subsidiary on the first day number of days during the Restriction Period, minus (ii) the total number of days RSUs granted pursuant to this Award which were already vested as of immediately prior to such termination of employment or service; provided, however, that if such termination of employment or service without Cause (other than due to death or Disability) occurs prior to the first scheduled Vesting Date and at or within 12 months following the closing of a Qualifying Transaction (as defined below), then you will vest in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning RSUs that would have otherwise become vested on the first day of such continuous employment and ending on the last day scheduled Vesting Date instead of the Restriction Periodfractional number of RSUs set forth in this sentence. The remaining portion resulting number of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award RSUs shall be payable under this RSU Award, subject distributed to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable you in accordance with Section 5 3 hereof., subject to your timely execution and non-revocation of a release agreement prior to the Settlement Date in a form required by the Company. In event of your termination of employment or service as a result of your death or Disability, all of your unvested RSUs hereunder will become fully vested as of the date of such termination. For purpose of this Agreement:

Vesting. 3.1 Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c)this Section 3, 2(d) or 3 hereofthe Phantom Stock Units subject to this grant shall become unrestricted and vested pro rata on each of the first four anniversaries of the Grant Date, if provided the Participant remains continuously is then employed by the Company and/or one of its Subsidiaries or a Subsidiary until the end of the Performance PeriodAffiliates. (b) 3.2 Except as otherwise provided by Sections 2(c), 2(d) or 3 hereofin this Section 3, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates for any reason prior to the vesting of all or any Subsidiaryportion of the Phantom Stock Units awarded under this Agreement, such unvested Phantom Stock Units shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such unvested Phantom Stock Units. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s Disability, any unvested Phantom Stock Units subject to this grant shall become unrestricted and vested in full immediately upon the Participant’s termination date. For purposes of this Agreement, “Disability,” if the Participant is a party to an employment agreement, shall have the same meaning as in such employment agreement, otherwise, “Disability” shall mean any physical or mental disability which is determined to be total and permanent by a doctor selected in good faith by the Company or the relevant Subsidiary or Affiliate. 3.4 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s death, any unvested Phantom Stock Units shall become vested as of the date of any such termination. 3.5 If, prior to the occurrence of a Change in Control, the Participant’s employment is terminated by the Company and/or its Subsidiaries or Affiliates, the Phantom Stock Units will become vested on a pro rata basis as defined herein if and only if the Participant is a Severance Eligible Participant; i.e., if the Participant is eligible for severance from the Company under the terms of: (a) the Participant’s employment agreement (if any); or (b) the terms of an applicable Company separation pay plan in force at the time of the Participant’s termination. The Phantom Stock Units of Severance Eligible Participants shall vest as follows: 3.5.1 A pro rata amount of any unvested Phantom Stock Units as described in Section 3.1 above shall vest in a percentage equal to: the number of full months in which the Participant was employed from the Grant Date to the Participant’s termination date, plus the number of full months in the Participant’s severance period (i.e., the number of Restricted Stock Unitsmonths’ salary which constitute the Participant’s severance payments), if any, payable under this RSU Award shall equal divided by the number of Restricted full months between the Grant Date and the scheduled vesting date. The pro rata portion of the Phantom Stock Units that otherwise would be paidshall vest immediately upon the Participant’s termination date. 3.6 If the Participant’s employment is terminated by the Company and/or its Subsidiaries or Affiliates for any reason other than “Cause” or if the Participant terminates employment with Company and/or its Subsidiaries or Affiliates for “Good Reason” (as such terms are defined herein), if any, in each case at any time following the Restriction Period (based occurrence of a Change in Control, the Phantom Stock Units will become vested on the achievement a pro rata basis as defined herein. 3.6.1 A pro rata amount of the Performance Goals any unvested Phantom Stock Units as determined under described in this Section 1(b)), multiplied by 3.6 shall vest in a fraction, (A) the numerator of which shall be percentage equal to: the number of days in the Restriction Period during which the Participant was continuously employed during the 2012 calendar year divided by 365. The pro rata portion of the Company or a SubsidiaryPhantom Stock Units shall vest immediately upon the Participant’s termination date. For the sake of clarity, if the Participant’s employment is terminated pursuant to this Section 3.6 following the 2012 calendar year, any unvested Phantom Stock Units subject to this grant shall become unrestricted and (B) vested in full immediately upon the denominator Participant’s termination date. 3.7 For purposes of which shall be (x) this Agreement, “Cause” and “Good Reason”, if the Participant was employed by is a party to an employment agreement or a Company severance plan as in effect on the Grant Date, shall have the same meaning as in such (i) employment agreement, or, if none, (ii) the separation pay plan as in effect on the Grant Date, otherwise, “Cause” and “Good Reason” shall be defined herein. 3.7.1 For purposes of this Agreement, “Cause” shall be defined as (i) the continued failure to perform the Participant’s duties to the Company or consistent with Participant’s position after written notice from the Company, (ii) a Subsidiary on the first day conviction of the Restriction Period, the total number of days in the Restriction Perioda felony, or (yiii) in all other casesthe Participant’s performance of any material act of theft, embezzlement, fraud or dishonesty. No such determination of Cause shall be made until the total number of days within Participant has been given written notice detailing the Restriction Period equal to the specific Cause event and a period of time beginning on the first day 30 days following receipt of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(cnotice to cure such event (if susceptible to cure) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofCompany.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13Unless otherwise set forth in an agreement between the Participant and the Company, the Restricted Stock Units under this RSU Award number of PSUs that vest, if any, shall vest only (i) except as provided be determined by the level of attainment of the performance metric during the performance period in Section 3 hereofaccordance with Appendix A attached hereto, subject to the extent that Participant continuously providing services to the Performance Goals are satisfied Company or its Affiliates through January 31, 2025. The Committee shall certify the level of achievement of the performance metric no later than thirty (30) days following the Committee’s receipt of audited financial statements for the last year of the applicable performance period. IF " DOCVARIABLE "SWDOCIDLOCATION" 1" = "1" " DOCPROPERTY "SWDOCID" WEIL:\97891116\2\61756.0006" "" WEIL:\97891116\2\61756.0006 (b) Unless otherwise set forth in an individual employment or severance agreement between the Participant and the Company, the Plan or the Guidelines, or in connection with a “Qualified Retirement,” as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereofdefined below, if the Participant remains continuously employed by incurs a termination of service for any reason at any time prior to January 31, 2025, the Company or a Subsidiary until the end Participant shall forfeit any unvested PSUs as of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment date of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiaryservice. If a Qualified Retirement occurs, the number of Restricted Stock Units, if any, payable under this RSU Award PSUs granted hereunder shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal remain eligible to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c2, regardless of whether the Participant continues to provide services to the Company or its Affiliates; provided that if, prior to the date such PSUs vest, the Participant (i) shall immediately be forfeited. undertakes any business activity or employment in the financial services or fintech industries or undertakes any activity that could create reputational risk or a conflict of interest with the Company (d) The Committee mayin each case, as determined by the Company in its sole discretion, provide that, upon ) without the retirement prior written consent of the Participant Company or (as determined by ii) breaches any of the Committee in its sole discretion)terms and conditions of the Restrictive Covenants, all or part of the Restricted Stock Units covered by this RSU Award shall unvested PSUs will be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofforfeited immediately for no consideration.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject Unless the Committee otherwise determines in its sole discretion, subject to compliance earlier vesting in accordance with Section 136 of this Agreement or Section 10.1(b) of the Plan, Restricted Stock Units will vest, in whole or in part, only in accordance with this Section 5. (b) On or before December 21, 2020, the Committee will certify the number of any then outstanding Restricted Stock Units that will vest effective as of December 21, 2020 based on the Committee’s application of such performance criteria with respect to the Performance Period as may be determined by the Committee in its discretion. (c) Upon the satisfaction of any other applicable restrictions, terms and conditions of the Plan and this Agreement, any RSU Dividend Equivalents with respect to the Restricted Stock Units under this that have not theretofore become Vested RSU Award shall vest only Dividend Equivalents (i“Unpaid RSU Dividend Equivalents”) except as provided in Section 3 hereof, will become vested to the extent that the Performance Goals Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. (d) Any Restricted Stock Units that are satisfied not certified by the Committee as provided vesting on December 21, 2020 will automatically be forfeited as of the Close of Business on December 21, 2020, together with any related Unpaid Dividend Equivalents. (e) Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Schedule A, and (ii) except Restricted Stock Units or related Unpaid RSU Dividend Equivalents in which the Grantee would otherwise vest as otherwise provided in Sections 2(c), 2(d) or 3 hereof, of a given date if the Participant remains Grantee has not been continuously employed by the Company or a Subsidiary until its Subsidiaries from the end Grant Date through such date (the vesting or forfeiture of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of such Restricted Stock Units that otherwise would and related Unpaid RSU Dividend Equivalents to be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under governed instead by Section 1(b6 hereof)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to the Participant’s continued compliance with the provisions of Section 138 of the Employment Agreement, the Restricted Stock Units under this RSU Award shall granted hereunder will vest only (i) except as provided in Section 3 hereof, and become nonforfeitable with respect to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end 100% of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if Award on the employment earliest to occur of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon following dates (i) the Termination third anniversary of the Participant’s Award Date, provided that the Participant remains in continuous employment without Causewith the Company or one of its Affiliates through such date, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of if the Participant’s employment with the Company or any Subsidiary, and its Affiliates terminates before the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement third anniversary of the Performance Goals as determined under Section 1(b))Award Date due to death, multiplied by Disability, a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed termination by the Company for any reason other than for Cause, or a Subsidiarytermination by the Participant for Good Reason, the first business day following the Release Deadline as provided in Section 4(a), Section 4(b), Section 4(c), or Section 5(b) of the Employment Agreement, as applicable; provided that the Participant has timely executed a Release and the period during which such Release may be revoked has expired prior to the Release Deadline, and (Biii) in the denominator event of which shall be a Change in Control (xas defined in the Employment Agreement) if that occurs prior to the Participant was employed by the Company or a Subsidiary on the first day third anniversary of the Restriction PeriodAward Date, the total number date provided in Section 5(a)(ii) of days in the Restriction PeriodEmployment Agreement, or (y) in all other cases, the total number of days within the Restriction Period equal subject to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Periodconditions therein. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of date on which the Restricted Stock Units covered by become vested and non-forfeitable pursuant to this RSU Award shall be payable under this RSU AwardSection 2(a) is hereinafter referred to as the “Vesting Date.” For purposes of clarity, subject to if the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing Participant terminates his employment without Good Reason prior to the effective date of Vesting Date or the Company terminates the Participant’s retirement. Any portion of this RSU Award as to which employment for Cause, the vesting requirements of this Section 2 have been satisfied Restricted Stock Units shall be payable in accordance forfeited immediately upon the Date of Termination and the Participant shall have no further rights with Section 5 hereofrespect to such Restricted Stock Units.

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

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

Vesting. Except The Parties hereby agree that as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, of the Restricted Stock Units under this RSU Award shall vest only earlier of (i) except termination of the Consulting Agreement (as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, defined below) and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment term of the Participant by Consulting Agreement, contingent upon and subject to the effectiveness of this Agreement, Employee shall receive accelerated vesting with respect to that number of shares of Company Common Stock underlying the Stock Agreements that Employee would have vested in during the twelve (12) month period following the termination of the Consulting Agreement or any Subsidiary terminates prior to the end of the Restriction Periodterm of the Consulting Agreement, this RSU Award shall be immediately forfeited in its entirety. whichever occurs first, had Employee continued to vest during such period (c) Upon the “Accelerated Shares”). For the avoidance of doubt, the Parties acknowledge and agree that (i) Employee shall be deemed to be a “Service Provider” (as such term is defined in the Termination Plan) during the term of the Participant’s employment without CauseConsulting Agreement, or (ii) that Employee’s status as a “Service Provider” shall be continuous and uninterrupted during the Disability or death period of his employment and through, and to the conclusion, of the Participant term, or earlier termination pursuant to Section 6 thereof, of the Consulting Agreement such that there shall be no change in Employee’s status as a “Service Provider” throughout this period, (iii) that Employee shall continue to vest in shares subject to the Stock Agreements during the Restriction Period and prior to any termination term of the Participant’s employment with Consulting Agreement if and to the Company or any Subsidiary, extent permitted under the terms of the Stock Agreements and (iv) the calculation of the number of Restricted Stock Units, if any, payable under this RSU Award Accelerated Shares shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement upon and performed as of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during date on which the Participant was continuously employed by Consulting Agreement is terminated or the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day end of the Restriction Periodterm of the Consulting Agreement, whichever occurs first, pursuant to the provisions thereof. For further avoidance of doubt and to facilitate the calculation of the Accelerated Shares, the total number of days in Parties acknowledge and agree that the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award Stock Agreements provide that does not vest in accordance with this Section 2(c) Employee shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Awardvest, subject to the satisfaction terms thereof, in the following number of shares of the Performance Goals as provided Company’s Common Stock on the following dates: (a) under the 2006 RSPA, Employee shall vest in Schedule A. Any such action by an additional 43,750 shares of Company Common Stock on August 31, 2008 and an additional 87,500 shares of Company Common Stock on August 31, 2009 and (b) under the Committee must be made 2007 RSPA, Employee shall vest in writing prior to the effective date an additional 93,334 shares of the Participant’s retirement. Any portion Company Common Stock on June 11, 2008, an additional 93,333 shares of this RSU Award as to which the vesting requirements Company Common Stock on June 11, 2009 and an additional 93,333 shares of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofCompany Common Stock on June 11, 2010.

Vesting. Except Provided that the Participant remains employed by the Company on the occurrence of the following events or date(s), the Units will vest as may otherwise be provided by Section 25to: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period.[insert vesting schedule here]; (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited [performance metric] is defined in its entirety.Exhibit A; (c) Upon (i) 100% of any remaining unvested Units upon the Termination of the Participant’s employment without Cause, death or (ii) the Disability or death permanent disability of the Participant during on or before the Restriction Period date the Participant would have become vested in the Units pursuant to paragraph (a) above. The Participant shall be deemed to be permanently disabled if he has been unable to perform his duties for the Company for a six consecutive month period and prior if he is entitled to long-term disability benefits under the Company’s long term disability plan, as determined by the long term disability carrier; or (d) 100% of any termination remaining unvested Units as of the last day of the Participant’s employment with the Company on or any Subsidiary, before the number of Restricted Stock Units, if any, payable under this RSU Award shall equal date the number of Restricted Stock Units that otherwise Participant would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days have become vested in the Restriction Period during which Units pursuant to paragraph (a) above in the Participant was continuously employed event that the Participant’s employment is terminated by the Company without Cause or the Participant resigns for Good Reason, in each case within thirty-six months after the effective date of a Subsidiary, Change in Control (regardless of whether such event also constitutes a Reorganization Event (as defined in the Plan)) and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion such Change in Control. (e) For purposes of this RSU Award Agreement, “Cause” and “Good Reason” shall each have the meaning set forth as to which of the vesting requirements date hereof in the employment agreement previously entered into between the Participant and the Company. For purposes of this Section 2 have been satisfied shall be payable Agreement, a “Change in accordance with Section 5 hereof.Control” means an event or occurrence set forth in one or more of paragraphs (i) to (iv) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but that is specifically exempted under another such subsection):

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13The Restricted Shares that have not previously been forfeited will vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement. In addition, the Restricted Stock Units under this RSU Award shall Shares that have not previously vested or been forfeited will vest only immediately upon the first to occur of the following events: (i) except as provided in Section 3 hereof, to death of the extent that the Performance Goals are satisfied as provided in Schedule A, and Employee; (ii) except as otherwise provided Total Disability of the Employee; (iii) in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed event that the Employee’s employment is terminate by the Company for any reason other than Cause following a Change of Control as defined in the Plan within two years of such Change of Control; and (iv) a Change of Control if this Agreement is not assumed or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant replaced by the Company surviving or any Subsidiary terminates prior to acquiring entity on economically equivalent terms, as determined by the end of Committee. Notwithstanding the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiaryforegoing, the number of Restricted Stock UnitsShares vesting on each date specified in the Vesting Schedule at the beginning of this Agreement may be reduced based upon the relationship of the Company’s actual fully-diluted earnings-per-share (“EPS”) for 2014 to budgeted EPS for 2014 and the achievement of positive net income for 2014, as specifically set forth on Exhibit A attached hereto, as such targets may be amended from time-to-time by the Board. Fully-diluted earnings-per-share shall have the same meanings as in the Company’s financial statements and calculated in accordance with GAAP on the Date of Issuance, provided that such metric shall be initially calculated so as to exclude all extraordinary and non-recurring events that have a negative impact on the financial metrics and to include all extraordinary and non-recurring events that have a positive impact on the financial metrics, subject to the further discretion of the Committee described below and, provided further, that in all cases, the metrics shall be calculated to include the compensation expense the Company has or would have recognized assuming that the vesting of all the Restricted Shares (and all awards of restricted shares with performance- or market-based vesting conditions) was probable on the date of grant, regardless of the amount actually recognized or any reversal of expense that may be recognized. The Committee shall have discretion to make such adjustments as it deems appropriate to the calculation of the financial metrics described above for purposes of determining whether the metrics have been satisfied, provided that no such adjustment shall be made that has the effect of causing the financial metrics to be satisfied (i.e., only “negative” discretion, which has the effect of precluding the vesting of the Restricted Shares, is permitted). The Committee shall determine whether the performance hurdle was achieved as promptly as practicable following review of the Company’s audited fiscal 2014 financial results. In the event that a reduction is applied to the Vesting Schedule at the beginning of this Agreement (a) such a reduction shall occur immediately upon determination by the Committee that the performance hurdle was not achieved and (b) if any, payable under this RSU Award shall equal such reduction would cause the number of Restricted Stock Units that otherwise would Shares subject to vesting on each date specified in the Vesting Schedule to be paida fraction of a share, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days Restricted Shares subject to vesting on each of the first two dates specified in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which Vesting Schedule shall be (x) if rounded down to the Participant was employed by nearest whole-share while the Company or a Subsidiary number of Restricted Shares subject to vesting on the first day each of the Restriction Period, the total number of days last two dates specified in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal Vesting Schedule shall be rounded up to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitednearest whole-share. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

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

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13The performance period for the PRSUs shall be the period beginning January 1, the Restricted Stock Units under this RSU Award shall vest only 2026 and ending on December 31, 2028 (i) except as provided in Section 3 hereofor, to the extent that the Performance Goals are satisfied as provided in Schedule A, if earlier and (ii) except as otherwise provided in Sections 2(cthis Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, 2(d) or 3 hereofthe number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the Participant remains continuously employed by level of achievement of the Company or a Subsidiary until 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. For the purposes of this Agreement, Change in Control will have the meaning set forth in the Participant’s Employment Agreement with the Company dated as of September 21, 2007, as amended from time to time (the “Employment 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 PeriodMetrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if In the employment event of the Participant occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or any Subsidiary terminates prior to its successor: (i) If the end Participant is employed by the Company as of the Restriction Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, this RSU Award (x) the Participant shall earn and vest in the Target 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 immediately 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 in its entiretyand cancelled with no consideration. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of If the Participant’s employment with the Company or any Subsidiary, terminated before the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based Change in Control on the achievement account of the Performance Goals as determined under Section 1(b))Participant’s death or disability, multiplied by a fraction, then (Aw) the numerator effective date of which the Change in Control shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Measurement Period. The remaining portion of this RSU Award that does not , (x) the Participant shall earn and vest in accordance with this 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 2(c6(c)) shall immediately be forfeited. (d) The Committee mayof the Target PRSUs as of the Change in Control, in its sole discretioneach case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award y) such Target PRSUs shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to 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 the Participant’s retirement. Any portion Service as an employee of this RSU Award the Company is terminated by the Company without cause (as to which defined in the vesting requirements Plan) or by the Participant for Good Reason (as defined in the Employment Agreement), (i) the effective date of this Section 2 have been satisfied the termination of Service shall be payable the last day of the Measurement Period, (ii) the Participant shall earn and vest in accordance with Section 5 hereofthe Target PRSUs as of the effective date of the termination of Service as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, and (iii) the Target PRSUs shall be settled on the effective date of the termination of Service.

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

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

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

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

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with the terms and conditions contained in this Agreement and the Plan, including Section 1314(b) of the Plan, the restrictions on the Restricted Stock Units under this RSU Award shall vest only lapse over the three years after the Grant Date (the “Restricted Period”) as follows: (i) except as provided in Section 3 hereofwith respect to one third of the Restricted Stock, to on the extent that first anniversary of the Performance Goals are satisfied as provided in Schedule A, and Grant Date (the “First Vesting Date”); (ii) except as otherwise provided in Sections 2(cwith respect to one third of the Restricted Stock, on the second anniversary of the Grant Date (the “Second Vesting Date”); and (iii) with respect to one third of the Restricted Stock, 2(don the third anniversary of the Grant Date (the “Third Vesting Date”, and collectively with the First Vesting Date and the Second Vesting Date, the “Vesting Dates”). Shares of Restricted Stock that have not yet vested pursuant to Section 1(a) shall be forfeited automatically without further action or 3 hereof, notice if the Participant remains continuously ceases to be employed by the Company or a Subsidiary until other than as provided below. Subject to the end terms and conditions of the Performance Period. (bPlan, including without limitation, Section 14(b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by Plan, all of the Company or any Subsidiary terminates Restricted Stock shall vest in full prior to the end Vesting Dates upon the occurrence of any of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, following: (A) the numerator of which shall be the number of days Participant dies while in the Restriction Period during which the Participant was continuously employed by employ of the Company or a Subsidiary, and ; (B) the denominator of which shall be Participant has a Disability that results in a separation from employment with Company or a Subsidiary; (xC) if the Participant was employed by satisfies the requirements for Retirement, including separation of service from the Company or a Subsidiary; or (D) a Change in Control occurs. If an offer letter or employment agreement to which Participant is a party with the Company or a Subsidiary on provides for vesting in other circumstances, such as the first day of the Restriction PeriodCompany or a Subsidiary terminating Participant’s employment without Cause or Participant terminating employment for Good Reason, the total number of days terms and conditions relating to vesting in the Restriction Period, such offer letter or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) agreement shall immediately be forfeitedapply. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance earlier vesting in accordance with Section 13Sections 4 or 5 below, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to Shares will become vested on the extent that later of the third anniversary of the grant date or the date on which the Committee certifies the attainment of the Performance Goals are satisfied as provided (the “Vesting Date”) in Schedule A, accordance with the provisions of Section 3 below and subject to the provisions of subsections (b) and (iic) below. Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as otherwise provided in Sections 2(c)herein, 2(d) or 3 hereof, if the Participant remains continuously employed by shall be immediately forfeited upon Participant’s termination of employment with the Company or a Subsidiary until and its Subsidiaries. Subject to the end terms of the Performance PeriodPlan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. (b) Except In no event shall the number of Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as otherwise provided by Sections 2(c)set forth in the Plan. The payout of vested Shares may be reduced, 2(d) or 3 hereofbut not increased, if based on the employment degree of the Participant attainment of such performance criteria as determined by the Company or any Subsidiary terminates prior Committee, in its sole discretion. To the extent unvested Shares are not paid to Participant pursuant to the end of the Restriction Periodimmediately preceding sentence, this RSU Award then such unvested Shares shall be immediately forfeited in its entiretyforfeited. (c) Upon The maximum number of Shares that may vest and be paid out on the Vesting Date pursuant to Section 3 of this Agreement shall be limited to a fair market value on the Vesting Date not to exceed: (i) for each Participant (other than the Termination Chief Executive Officer of the ParticipantCompany), one-half of one percent (0.5%) of the sum of the Company’s employment without Causetotal operating income for the Performance Period (calendar years 2016, or 2017 and 2018), as determined by the Committee in accordance with the Plan. (ii) if Participant was the Disability or death Chief Executive Officer of the Participant during Company on or after the Restriction Period Grant Date, the limit specified in subsection (i) above shall be one and prior to any termination one-half percent (1.5%) of the ParticipantCompany’s employment with total operating income for the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Performance Period (based on the achievement of the Performance Goals calendar years 2016, 2017 and 2018), as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest Committee in accordance with this Section 2(c) shall immediately be forfeitedthe Plan. (diii) The Committee may“Operating income” for purposes of clauses (i) and (ii) above shall be calculated excluding the effect of changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in its sole discretionnature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, provide thatall as determined by U.S. generally accepted accounting principles (“GAAP”); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, upon as most accurately determined either at the retirement time of the Participant acquisition (through projections made at that time and accepted by the Committee), or at year end; and foreign exchange gains or losses, all as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance The Award will vest, if at all, in accordance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, attached hereto and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or made a Subsidiary until the end part of the Performance Periodthis Agreement. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if In the employment event of the Participant by termination of Employee's employment with the Company Corporation (or any a Subsidiary terminates or Affiliate thereof) prior to the end of three year measurement period set forth in Schedule A (the Restriction "Measurement Period") due to the Employee's death, this RSU Disability, Retirement or termination not for Cause (each an "Early Termination") the Award will vest, if at all, on a prorata basis and will be paid to the Employee (or, in the event of the Employee's death, the Employee's designated beneficiary for purposes of the Award, or in the absence of an effective beneficiary designation, the Employee's estate) as soon as practicable after the end of the Measurement Period. The prorata share will be a percentage where the denominator is 36 and the numerator is the number of months from January 1, 2002 through the month of the Early Termination, inclusive. (c) In the event of the termination of Employee's employment with the Corporation (or any Subsidiary or Affiliate thereof) for Cause, or if the Employee terminates his/her employment with the Corporation (or any Subsidiary or Affiliate thereof) prior to the distribution of any Award hereunder, the Award shall be immediately forfeited in its entirety. (cd) Upon (i) In the Termination event of a Change in Control or Potential Change in Control of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any SubsidiaryCorporation, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedthe 1998 Plan, or its successor. (de) The Committee mayIf prior to the distribution of any Award hereunder, in its sole discretionthe Employee becomes an employee of a Subsidiary that is not wholly owned, provide thatdirectly or indirectly, upon the retirement of the Participant (as determined by the Committee in its sole discretion)Corporation, all or part of then the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided forfeited in Schedule A. Any such action by the Committee must be made in writing its entirety. (f) If prior to the effective date distribution of any Award hereunder, the Participant’s retirement. Any portion Employee takes a leave of this RSU absence without reinstatement rights, and unless otherwise agreed in writing between the Corporation and the Employee, then the Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable forfeited in accordance with Section 5 hereofits entirety.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject The RSUs to compliance with which the Participant is entitled under Section 131 hereof (after giving effect to any reductions contemplated by Appendix A hereto and provided that the applicable performance-based conditions set forth in Appendix A hereto have been satisfied), the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereofshall, subject to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections first sentence of Section 2(c), 2(d) or 3 hereofvest in incremental installments on the dates specified below (the “Vesting Dates”), if provided that the Participant remains is continuously employed by the Company or a Subsidiary until any of its Affiliates (as defined below) on each applicable Vesting Date: — % — % — % ____________ ___— % Any fractional RSUs resulting from the end strict application of the Performance Periodincremental percentages set forth above will be disregarded and the actual number of RSUs becoming vested on any specific Vesting Date will cover only the full number of RSUs determined by applying the relevant incremental percentage. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior Notwithstanding anything to the end contrary in Section 2(a) of this Agreement, and provided that the Restriction PeriodRSUs have not otherwise been terminated pursuant to Appendix A or otherwise, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant event that during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiaryone of its Affiliates: (i) the Participant dies, (ii) there occurs a Change in Control (as defined below), or (iii) the Participant incurs a Disability (as defined below), (such 3 events are collectively referred to as “Acceleration Events”) all outstanding unvested RSUs shall, subject to Section 2(c) below, immediately vest as of the date of the applicable Acceleration Event. In the event an Acceleration Event occurs on or prior to , the (as defined in Appendix A) shall automatically be deemed to have been attained for purposes of this Agreement and in the event the Acceleration Event occurs after , the acceleration contemplated by the foregoing provisions of this Section 2(b) shall apply to the number of Restricted Stock UnitsRSUs, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during to which the Participant was continuously employed by would be entitled under Section 1 of this Agreement after the application of the provisions of Appendix A. (c) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Sections 2(a) or 2(b) above is not a Business Day (as defined below), the vesting shall automatically be delayed until the first Business Day following that calendar date. On or as soon as reasonably practicable following the applicable Vesting Date, the Company or a Subsidiary, and (B) the denominator shall distribute one share of which shall be (x) if the Participant was employed by the Company or a Subsidiary Common Stock with respect to each RSU that vests on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Awarddate, subject to the satisfaction provisions of Section 3 below. Upon such delivery, all obligations of the Performance Goals as provided in Schedule A. Any Company with respect to each such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable deemed satisfied in accordance with Section 5 hereoffull.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted The Stock Units, if any, payable under this RSU Award credited to your Account in accordance with Section 1 above shall equal be subject to the number following vesting schedule: (i) One-third of Restricted the Stock Units that otherwise would be paid, if any, following the Restriction Period (based shall vest on the achievement each of the Performance Goals following dates (subject to such rounding conventions as determined under Section 1(b)), multiplied may be implemented from time to time by a fraction, Teradata’s third party Plan administrator): (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a SubsidiaryCrediting Date, and (B) the first anniversary of the Crediting Date, and (C) the second anniversary of the Crediting Date (each a “Vesting Date”), provided that you are continuously employed by Teradata until the applicable Vesting Date. (ii) If you cease to be employed by Teradata due to (A) your death, or (B) your Disability (defined by reference to Teradata’s long-term disability plan that covers you), in either case after the end of the Performance Period but prior to a Vesting Date, then the Stock Units shall become fully vested upon such termination. (iii) If you cease to be employed by Teradata prior to a Change in Control (as defined in the Plan) due to (A) your Retirement (defined as termination by you of your employment with Teradata at or after age 55 with the consent of the Committee); or (B) a reduction-in-force, in either case after the end of the Performance Period but prior to a Vesting Date, then a portion of the Stock Units credited to your Account that have not yet vested shall become fully vested upon such termination, determined by multiplying (I) the number of unvested Stock Units credited to your Account on the date of termination that would have vested on the next Vesting Date had you remained employed with Teradata through such date, by (II) a fraction, the numerator of which is the number of full and partial months of employment you completed commencing with the Vesting Date that occurred immediately prior to your termination, and the denominator of which is 12 months (with the resulting product rounded to the nearest whole number); provided that if your termination occurs during the period commencing immediately after the end of the Performance Period but prior to the Crediting Date, the fraction described above shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal deemed to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Periodbe 12/12. The remaining portion number of this RSU Award that does Stock Units shall be forfeited without further action or notice. (iv) If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Stock Units are not assumed, converted or replaced by the continuing entity, then the Stock Units shall vest upon the Change in Control. (v) If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Stock Units are assumed, converted or replaced by the continuing entity, then the Stock Units shall continue to vest in accordance with this Section 2(c2(a)(i); provided, however, that if you cease to be employed by Teradata due to (A) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement termination of the Participant your employment by Teradata without Cause (as determined by such term is defined in the Committee in its sole discretionPlan), all (B) termination of your employment with Teradata on account of death, Disability, Retirement, or part a reduction-in-force, or (C) if you are a participant in the Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement that defines “Good Reason” in the context of a resignation following a Change in Control (a “CIC Plan”), termination of your employment with Teradata for “Good Reason” as defined in the Restricted CIC Plan within the two-year period commencing on the Change in Control, then the Stock Units covered by this RSU Award credited to your Account that have not yet vested shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided vest in Schedule A. Any full upon such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereoftermination.

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

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

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

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

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

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

Vesting. (a) Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13herein, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, one-third of the RSUs (rounded down to the extent that nearest whole Share) shall become vested on the Performance Goals are satisfied as provided in Schedule Afirst anniversary of the Grant Date, and (ii) except as otherwise provided one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become vested on the third anniversary of the Grant Date, in Sections 2(cthe case of each of clauses (i), 2(d(ii) or 3 hereofand (iii), if subject to Participant not having incurred a Termination of Employment prior to the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodapplicable vesting date. (b) Except as otherwise provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment, unvested RSUs shall be forfeited by Sections 2(c)Participant without consideration therefor. Notwithstanding the foregoing, 2(din the event that Participant incurs a Termination of Employment (i) or 3 hereof, if the employment as a result of the Participant termination by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited its Affiliate without “Cause” (as defined in its entirety. (c) Upon (i) the Termination of the Participant’s employment agreement with the Company dated as of December 23, 2015 without Causeregard to the earlier expiration of such agreement (the “Employment Agreement”)) or for “Good Reason” (as defined in the Employment Agreement), subject to Participant having served as an employee of the Company or its Affiliate for at least one year, any unvested RSUs shall immediately vest in full as of the date of Participant’s Termination of Employment and be settled in accordance with Section 3 of this Agreement, or (ii) due to Participant’s death or “Disability” (as defined in the Disability or death Employment Agreement), any unvested RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the next vesting date shall vest pro-rata as of the Participant during the Restriction Period and prior to any termination date of the Participant’s employment Termination of Employment, with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal RSUs vesting to be determined by multiplying the number of Restricted Stock Units RSUs that otherwise would be paid, if any, following the Restriction Period (based have vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied next vesting date by a fraction, (A) the numerator of which shall be is the number of days in between the Restriction Period during which prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the Participant was continuously employed by the Company or a Subsidiary, date of Participant’s Termination of Employment and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedis 365. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

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

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13Except as otherwise provided in this Agreement, 100% of the Restricted Stock Units under this RSU granted pursuant to the Award shall vest only on [insert vesting date]. (b) Notwithstanding Section 1.3(a) above, vesting shall be subject to the performance criteria as set forth on Annex A. (c) Notwithstanding Section 1.3(a) or (b) above, if during the applicable Performance Cycle, (i) except as provided in Section 3 hereofthe Executive’s employment with the Employer terminates for any reason, to whether the extent that Executive’s employment is terminated by the Performance Goals are satisfied as provided in Schedule AExecutive or the Employer, and (ii) with or without just cause, except as otherwise provided in Sections 2(cParagraph 1.3(d), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) there occurs a material breach of this Agreement by the Disability Executive or death (iii) the Executive fails to meet the tax withholding obligations described in Paragraph 1.6, none of the Participant during unvested Restricted Stock Units granted under this Agreement shall vest. For clarity, for purposes of this Agreement, the Restriction Period and prior to any date of such termination or cessation of the ParticipantExecutive’s employment with the Company or any SubsidiaryEmployer will be determined in accordance with Section 10(k) hereof. (d) If, during the applicable Performance Cycle, the number Executive’s employment with the Employer terminates due to the Executive’s death, disability (as determined in the sole discretion of the Committee) or retirement pursuant to the applicable retirement policy (if any) of the Employer or the Company (as applicable) prior to the expiration of the Performance Cycle, the Executive (or the Executive’s beneficiaries) shall continue to hold the Restricted Stock UnitsUnits through the expiration of the Performance Cycle. At that time, if any, payable under this RSU Award a portion of the Restricted Stock Units shall vest equal to (i) the number of Restricted Stock Units that would have otherwise would be paid, if any, following vested under Section 1.3 had the Restriction Period (based on Executive remained employed by the achievement Employer through the end of the Performance Goals as determined under Section 1(b)), Cycle multiplied by (ii) a fraction, (A) the numerator of which shall be is the number of days in the Restriction Period full months during which the Participant Executive was continuously employed by the Company or a Subsidiary, Employer from the beginning of the Performance Cycle until the date of the Executive’s termination of employment and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, is the total number of days months in the Restriction Period, or Performance Cycle (y) in all other cases, the total number any fractional share of days within the Restriction Period equal Common Stock resulting from this calculation shall be rounded up to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitednext whole share). (de) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements For purposes of this Section 2 have been satisfied 1.3 only, “Employer” shall be payable mean, in accordance with Section 5 addition to the Company or Subsidiary which employs Executive on the date hereof, the Company and any Subsidiary.

Vesting. Except as may otherwise be specifically provided by Section 25in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: a. Fifty percent (a50%) Subject to compliance with Section 13, of the Restricted Stock Units under this RSU Award Awarded Shares shall vest only (i) except as provided in Section 3 hereofon the first date, to the extent if any, that the Performance Goals are satisfied as Total Enterprise Value equals or exceeds the First TEV Threshold, provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon that (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was is employed by the Company or a Subsidiary on such date and (ii) such date occurs on or before the first day sixth (6th) anniversary of the Restriction Period, Date of Grant. b. Fifty percent (50%) of the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning Awarded Shares shall vest on the first day of date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided that (i) the Participant is employed by the Company or a Subsidiary on such continuous employment date and ending (ii) such date occurs on or before the last day sixth (6th) anniversary of the Restriction PeriodDate of Grant. The remaining portion Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this RSU Award that Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not vest in accordance with this Section 2(c) shall substitute its own restricted shares, then immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s retirement. Any portion Termination of this RSU Award as to which Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service (but no later than the sixth (6th) anniversary of the Date of Grant) and shall remain eligible for vesting requirements of this Section 2 have been satisfied shall be payable in accordance with this Section 5 hereof3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding.

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

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

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the The Restricted Stock Units under this RSU Award shall vest only become vested as follows: (i) except as provided in Section 3 hereof, to 25% of the extent that shares of Restricted Stock shall vest on the Performance Goals are satisfied as provided in Schedule A, and second anniversary of Date of Grant; (ii) except as otherwise 37.5% of the shares of Restricted Stock shall vest on the third anniversary of the Date of Grant; and (iii) 37.5% of the shares of Restricted Stock shall vest on the fourth anniversary of the Date of Grant (each, a “Vesting Date”); provided in Sections 2(c), 2(d) or 3 hereof, if that the Participant remains continuously employed by in continuous employment with the Company or a Subsidiary until an Affiliate thereof through the end of the Performance Periodapplicable Vesting Date. (b) Except as otherwise provided by Sections set forth in Section 2(c), 2(d) or 3 hereof, if the Participant’s employment is terminated for any reason, (i) all rights of the Participant by the Company or with respect to any Subsidiary terminates prior to the end shares of Restricted Stock that have not vested as of the Restriction Perioddate of termination shall immediately terminate without the payment of any consideration with respect thereto and (ii) neither the Participant nor any of the Participant’s successors, this RSU Award heirs, assigns, or personal representatives shall be immediately forfeited thereafter have any further rights or interests in its entiretysuch shares of Restricted Stock. (c) Upon If the Participant’s employment is terminated (i) the Termination by reason of the Participant’s employment without Cause, death or Disability or (ii) by the Disability or death of Company without Cause, and provided that the Participant during (or the Restriction Period Participant’s estate, if applicable) executes and delivers to the Company (and does not revoke) a general release of claims in a form satisfactory to the Company (a “Release”) within sixty (60) days following such termination of employment (or such shorter period as may be specified by the Company in accordance with applicable law), any shares of Restricted Stock that have not yet vested shall immediately vest on the date of such termination of employment. (d) In the event that a Change in Control occurs prior to the final Vesting Date and prior to any termination of the Participant’s employment with the Company or employment, any Subsidiary, the number shares of Restricted Stock Units, if any, payable under this RSU Award shall equal the number that have not yet vested as of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied such Change in Control shall be payable treated in accordance with Section 5 hereof13 of the Plan.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject Unless and until the Performance Criteria have been satisfied as set forth in Section 3(b) with respect to compliance with Section 13Restricted Shares, or the Restricted Stock Units under this RSU Award shall Shares otherwise vest only pursuant to Section 3(c) or (d), (i) except the Participant shall not be entitled to delivery of stock certificates evidencing the Restricted Shares, (ii) any book-entry confirmations evidencing the Restricted Shares shall bear a legend setting forth the restrictions imposed thereon, (iii) the Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, and (iv) the Participant's rights to Restricted Shares shall be forfeitable as provided in this Section 3 hereof, to 3. (b) To the extent that the Performance Goals are Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Shares awarded under this Agreement, as calculated in accordance with Section 4, and the Participant's rights to such vested Restricted Shares shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(e) below. [Except as provided in Schedule ASection [3(c) or (d) below,] to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any Restricted Shares awarded under this Agreement that do not vest, as calculated in accordance with Section 4, shall be forfeited by the Participant and (ii) except as otherwise provided all rights of the Participant to such unvested Restricted Shares shall terminate without further obligation on the part of the Company.] Prior to the lapse of the restrictions set forth in Sections 2(cSection 3(a), 2(dthe Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) or 3 hereof, if the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (c) [In the event the Participant remains continuously employed by the Company dies or terminates employment on account of a Subsidiary until Disability before the end of the Performance Period, the Participant shall vest in the ________ Restricted Shares granted under Section 2 of this Agreement [(and, for the avoidance of doubt, no additional Restricted Shares in which the Participant may have been entitled to vest in accordance with the Performance Criteria)] and the Participant's rights to such vested Restricted Shares shall become nonforfeitable as of the date of death or termination of employment on account of a Disability.] (bd) Except as otherwise provided by Sections 2(c), 2(d) [In the event the Participant's employment with or 3 hereof, if the employment of the Participant by service to the Company or any Subsidiary terminates prior of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Restricted Shares have become vested under Section 3(b) or (c), the Participant shall vest in the _______ Restricted Shares granted under Section 2 of this Agreement [(and, for the avoidance of doubt, no additional Restricted Shares in which the Participant may have been entitled to vest in accordance with the Performance Criteria)] and the Participant's rights to such vested Restricted Shares shall become nonforfeitable as of the date on which the Participant's employment with or service to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyCompany is terminated.] (ce) Upon [Except as provided in Section [3(c) or (i) the Termination of d)] above], if the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s 's employment with the Company or terminates for any Subsidiary, reason prior to the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement expiration of the Performance Goals as determined under Section 1(b))Period, multiplied by a fraction, (A) the numerator of which all then-unvested Restricted Shares shall be the number of days in the Restriction Period during which forfeited by the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement rights of the Participant (as determined by to such unvested Restricted Shares shall terminate without further obligation on the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofCompany.]

Vesting. Except 3.1 The RSUs subject to this grant shall become unrestricted and vested in equal quarterly installments on [Dates], provided the Participant is then Employed by the Company and/or one of its Subsidiaries or Affiliates. For purposes of this Agreement, “employment”, “Employed by”, “Employed with” or any such similar terms shall be interpreted as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, reference to the extent that Participant’s continued employment or service to the Performance Goals are satisfied Company and/or one of its Subsidiaries or Affiliates, as provided in Schedule Aan Employee, and (ii) except Independent Contractor or Member of the Board. 3.2 Except as otherwise provided in Sections 2(c), 2(d) or 3 hereofthis Section 3, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates for any Subsidiaryreason prior to the vesting of the RSUs awarded under this Agreement, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) RSUs shall immediately be forfeited. cancelled and the Participant (dand the Participant’s estate, designated beneficiary or other legal representative) The Committee mayshall forfeit any rights or interests in and with respect to any such unvested RSUs; provided, however, that the Committee, in its sole discretion, provide thatmay determine, upon prior to or within ninety (90) days after the retirement date of any such termination, that all or a portion of any the Participant’s unvested shares of RSUs shall not be so cancelled and forfeited. In addition, if the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates prior to the vesting of the RSUs awarded under this Agreement, because he/she is not nominated or re-elected to serve after the annual shareholder meeting in [Date], then the Participant’s final quarterly vesting of their grant will be accelerated and vest at the close of business the following day after the annual shareholder meeting. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s death or “Disability” (as defined in Section 3.4 below), the RSUs shall become unrestricted and vested as of the date of any such termination. 3.4 For purposes of this Agreement, “Disability” shall have the same meaning set forth in any employment agreement between the Company (or any Subsidiary) and the Participant (and in the absence of such an agreement, “Disability” means disability as determined by the Committee in its sole discretion)accordance with the standards and procedures similar to those under the Company’s long-term disability plan, all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject if any. Subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements first sentence of this Section 2 have been satisfied 3.4, at any time that the Company does not maintain a long-term disability plan, “Disability” shall mean any physical or mental disability which is determined to be payable total and permanent by a doctor selected in accordance with Section 5 hereofgood faith by the Committee.

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