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

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

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

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

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

Vesting. (a) Except as may be otherwise be provided by in Section 25: (a) Subject to compliance with 3 or Section 136 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units under shall be determined in accordance with this RSU Award Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall vest be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon a comparison of the Company’s total shareholder return, as defined below (“TSR”), to the TSR of each company (other than the Company) that comprises the S&P Supercomposite Technology Hardware and Equipment Index (the “Index”) during the period beginning September 1, 2018 and ending on August 31, 2021 (the “Performance Period”), provided that only the companies that comprise the Index as of the first day of the Performance Period shall be considered and any such company shall be deemed to have a TSR of negative 100 percent upon (i) except as provided in Section 3 hereofthe institution by or against such company of an insolvency, to receivership or bankruptcy proceeding under the extent that the Performance Goals are satisfied as provided in Schedule AUnited States Bankruptcy Code, and 11 U.S.C. §§ 101-1532, or foreign insolvency regime, (ii) except as otherwise provided in Sections 2(c)such company making an assignment for the benefit of creditors, 2(dor (iii) such company’s dissolution or 3 hereof, if ceasing to do business. The TSR for the Participant remains continuously employed by the Company or a Subsidiary until Performance Period shall be measured at the end of the Performance Period.. [ ] (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment The portion of the Participant by Grantee’s rights and interest in the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award that becomes vested and nonforfeitable on the Determination Date (as defined below) shall equal be determined in accordance with the following schedule, using linear interpolation, as determined by the Compensation Committee of the Board (the “Committee”): [ ] No fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 200 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the determination that otherwise would be paid, if any, following the Restriction Period (based on corresponding Performance Goal and all other conditions for the achievement vesting of the Performance Goals Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as determined under Section 1(b))an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, multiplied by a fraction, (A) the numerator of which as defined herein. This determination shall be the number of made within ninety (90) days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on after the last day of the Restriction PeriodPerformance Period (“Determination Date”). The remaining portion Committee shall make this determination, provided that, for any Grantee who is not an “officer” of this RSU Award that does the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). The Committee’s or such Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its sole discretion, provide thatreduce the amount of compensation otherwise to be paid or earned in connection with this award, upon notwithstanding the retirement level of achievement of the Participant (as determined Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Committee in its sole discretion)Company, all or part any other circumstance or event, including any circumstance or event outside the control of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU AwardGrantee, subject adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofGoal.

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

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

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

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

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

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

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

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

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, Optionee’s not having a Termination of Relationship prior to the extent that the Performance Goals are satisfied as provided in Schedule A, applicable vesting date and (ii) except as otherwise provided set forth in Sections 2(cSection 7, the Options shall become non-forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable pursuant to this Section 4, the “Vested Options”) in percent ( %) increments on each of , , , and . Upon a Complete Change in Control (other than in connection with a Qualified Public Offering) (such date, the “Option Acceleration Date”), 2(d100% of the Options which have not theretofore become Vested Options and which are scheduled to vest on each of the remaining vesting dates set forth in the previous sentence will vest on the ( ) month anniversary of such Option Acceleration Date, provided that the Optionee remains in continuous employment with or 3 hereofservice to the Company or a Subsidiary for the ( ) month period following such Option Acceleration Date; provided, if however, that in the event that the Participant remains continuously employed has a Termination of Relationship during the period of time following the date of such Option Acceleration Date and prior to the ( ) month anniversary of such Option Acceleration Date, as a result of his or her death, Disability, termination from employment or services by the Company or a Subsidiary until the end without Cause or resignation from employment or services with Good Reason, 100% of the Performance Period. Options shall vest on the date of such Termination of Relationship. All decisions by the Committee with respect to any calculations pursuant to this Section 4 (b) absent manifest error), including the Committee’s determination of whether and the date on which a Complete Change in Control or an Option Acceleration Date occurs shall be final and binding on the Optionee. Except as otherwise provided by Sections 2(c)herein, 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be all unvested Options will immediately forfeited in its entirety. (c) Upon (i) the terminate upon a Termination of the Participant’s employment without Cause, or Relationship (ii) the Disability or death of the Participant during the Restriction Period and prior after giving effect to any termination vesting in connection with such Termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(bRelationship)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13Except as set forth in subsections (b), (c) and (d) below, the Restricted Stock Units under this RSU Award shall vest only become vested and cease to be Restricted Stock (i) except as provided in Section 3 hereof, but shall remain subject to the extent that other terms of this Agreement and the Performance Goals are satisfied Plan) as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, follows if the Participant remains has been continuously employed by the Company until such date: October 1, 2007 30,000 October 1, 2008 30,000 October 1, 2009 30,000 October 1, 2010 30,000 October 1, 2011 30,000 There shall be no proportionate or a Subsidiary until partial vesting in the end of periods prior to the Performance Periodapplicable vesting dates and all vesting shall occur only on the appropriate vesting date. (b) Except as otherwise provided by Sections 2(c), 2(d) Upon the death or 3 hereof, if the employment Disability of the Participant by Participant, all of the Company or any Subsidiary terminates prior Restricted Stock shall become vested and cease to be Restricted Stock (but shall remain subject to the end other terms of this Agreement and the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyPlan). (c) Upon In the event the Participant resigns for “Good Reason” or incurs a Termination by the Company without “Cause” (as such terms are defined in the letter agreement between the Company and the Participant dated August 21, 2006) , other than as set forth in Section 2(e)(ii) below, the lesser of (i) Thirty Thousand (30,000) shares of Restricted Stock or (ii) the remaining unvested shares of Restricted Stock, shall become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan). Any remaining unvested shares of Restricted Stock that could vest pursuant to Section 2(e)(i) below shall remain outstanding for a period of three (3) months following the date of such termination, provided that such shares of Restricted Stock shall only vest in accordance with Section 2(e)(i) below. (d) In the event of a Change in Control in which (i) the Termination holders of the Company’s outstanding Common Stock receive only cash in exchange for such Common Stock or (ii) the Company is privatized and the Common Stock is no longer traded on a national securities exchange or the Nasdaq Stock Market, Inc., then all of the Restricted Stock shall, immediately prior to such Change in Control, become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan). (e) In the event of any other Change in Control not covered under Section 2(d), all of the Restricted Stock shall immediately become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan) upon (i) such Change in Control if such Change in Control occurs within three (3) months following any resignation by the Participant for Good Reason or a termination of the Participant’s employment service by the Company (or the successor thereto) without Cause, or (ii) the Disability or death of any resignation by the Participant during the Restriction Period and prior to any for Good Reason or termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed service by the Company (or a Subsidiary, and the successor thereto) without Cause occurring eighteen (B18) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days months after such Change in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedControl. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

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

Vesting. Except as may otherwise (i) The Restricted Stock shall become vested and cease to be Restricted Stock, and accordingly, the restrictions contained in Sections 2, 3(a) and 3(b) shall no longer apply (but the Shares shall remain subject to Section 5) pursuant to the following schedule, which shall be cumulative; provided by Section 25that the Participant has not had a Termination at any time prior to the applicable vesting date: (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 There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date; provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodthat no Termination has occurred prior to such date. (biii) Except as otherwise provided by Sections 2(c), 2(d) In the event of a Change in Control or 3 hereof, if in the employment event that the Participant ceases to be a member of the Participant by the Company or Board for 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 reasons: (x) if the Participant was employed by the Company or runs for re-election as a Subsidiary on the first day director at an Annual Meeting of the Restriction Period, the total number of days in the Restriction Period, Company’s stockholders and is not re-elected or (y) in all other cases, the total number of days within the Restriction Period equal Participant is willing to the period of time beginning on the first day of such continuous employment and ending on the last day stand for re-election at an Annual Meeting of the Restriction Period. The remaining portion of this RSU Award that does Company’s stockholders and is not vest in accordance with this Section 2(c) nominated by the Board to run for re-election, then all unvested Shares shall immediately be forfeitedvest upon the happening of any such events. (div) The Committee mayWhen any Shares of Restricted Stock become vested, the Company shall promptly issue and deliver, unless the Company is using a book entry or similar method pursuant to Section 8, in its sole discretion, provide that, which case the Company shall upon the retirement Participant’s request promptly issue and deliver, to the Participant a new stock certificate registered in the name of the Participant for such Shares without the legend set forth in Section 4(a) hereof and deliver to the Participant such Shares and any related other RS Property (as determined all of which is included in the term Restricted Stock), in each case free of all liens, claims and other encumbrances (other than those created by the Committee in its sole discretionParticipant), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofapplicable withholding taxes.

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

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

Vesting. Except as may otherwise be 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 Subject to the terms of the Plan and this Agreement, the Restricted Shares shall vest as may otherwise be provided by Section 25follows: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award Shares shall vest only [FOR ONE-TIME AWARD MADE TO ALL DIRECTORS IN CONNECTION WITH LISTING: (i) except as provided in Section 3 hereofone-third (1/3) on the first anniversary of [___] (the “Vesting Date”), to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided one-third (1/3) on the second anniversary of the Vesting Date and (iii) one-third (1/3) on the third anniversary of the Vesting Date; provided, in Sections 2(c)each case, 2(d) or 3 hereof, if that the Participant remains continuously employed by has not incurred a Termination of his or her position as a Director prior to the Company applicable Vesting Dates; provided, further, that there shall be no proportionate or partial vesting in the periods prior to the applicable vesting dates] [FOR ANNUAL AWARDS MADE TO ALL INDEPENDENT DIRECTORS: on the first anniversary of [___] (the “Vesting Date”); provided, that the Participant has not incurred a Subsidiary until Termination of his or her position as a Director prior to such date; provided, further, that there shall be no proportionate or partial vesting in the end of periods prior to the Performance PeriodVesting Date]. (b) Except One hundred percent (100%) of any unvested Restricted Shares shall automatically vest upon the occurrence of an Acceleration Event (as otherwise provided by Sections 2(cdefined below). For purposes of this Agreement, 2(d) or 3 hereof, if an “Acceleration Event” shall mean the employment first to occur 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 following: (i) a Change of Control (as defined in the Termination of the Participant’s employment without Cause, Plan); or (ii) the Disability Participant incurs a Termination of his or death her position as a Director of the Participant during Company pursuant to a Without Cause Termination (as defined below); provided, that, in the Restriction Period and prior to any termination case of the Participant’s employment with the Company or any SubsidiaryAcceleration Events described in clause (i) above, 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 Participant has not incurred a Termination as described in clause (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (Aii) 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 forfeitedabove. (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, 2025, December 31, 2026 and December 31, 2027 (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. Except as may otherwise The Restricted Stock Units shall be provided by Section 25:subject to the terms and conditions set forth in this paragraph 2. To the extent such terms or conditions conflict with any provision in the Plan, the terms and conditions set forth herein shall govern. (a) Subject to compliance with Section 13, A portion of the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereofvest, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c)herein, 2(d) or 3 hereofon the following schedule (each, if a “Vesting Date,” and together, the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance “Vesting Period.”): _______ 1/3 _______ 1/3 _______ 1/3 (b) Except as otherwise provided by Sections 2(c)In the event that, 2(dduring the Vesting Period, the Grantee has a Termination of Service (i) or 3 hereof, if the employment of the Participant by the Company Employer for Cause or (ii) by the Grantee for any Subsidiary terminates prior to reason other than as set forth in paragraph 2(c) below, then the end of Restricted Stock Units for which the Restriction PeriodVesting Period has not lapsed in accordance with paragraph 2(a) shall thereupon, this RSU Award shall and with no further action, be immediately forfeited in its entiretyby the Grantee. (c) Upon In the event that, during the Vesting Period, the Grantee has a Termination of Service (i) the Termination of the Participant’s employment without Cause, due to his or her death or Disability or (ii) in the Disability or death event of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiarya Change in Control, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of then all Restricted Stock Units that otherwise would be paid, if any, following granted 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 Grantee hereunder shall immediately vest and shall be the number of days settled as provided 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 forfeitedparagraph 4 hereunder. (d) The Committee may, in its sole discretion, provide In the event that, upon during the retirement Vesting Period, the Grantee has a Termination of the Participant (as determined Service by the Committee in its sole discretion)Employer for any reason other than Cause, 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 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 for which the vesting requirements of this Section 2 have been satisfied shall be payable Vesting Period has not lapsed in accordance with Section 5 hereofparagraph 2(a) shall thereupon, and with no further action, be forfeited by the Grantee, unless otherwise approved by the independent directors of the Company. (e) Except as contemplated above, in the event that the Grantee has a Termination of Service, any and all of the Grantee's Restricted Stock Units which have not vested prior to or as of such termination shall thereupon, and with no further action, be forfeited and cease to be outstanding.

Vesting. Except as may otherwise be provided by Section 25: A. The Participant shall have a nonforfeitable right to a portion of the Award (a) Subject to compliance with Section 13such portion, the Restricted Stock Units under this RSU vested portion) only upon the dates posted on your Fidelity stock plan account, except as otherwise provided herein or determined by the 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 [vesting increments to be determined at date of grant] of the Performance 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: (1) 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 (2) 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 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 termination from the Company and its Affiliates after reaching age 55 with ten (B10) the denominator full 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 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 Company and its sole discretion)Affiliates. 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 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 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 Provided that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator performance-based vesting conditions set forth on Exhibit A are satisfied on or as of which shall be the number end of days any fiscal quarter prior to the relevant vesting date identified in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, this Section and (B) the denominator Grantee remains in continuous service as an Employee, Officer or Director from the Grant Date to the relevant vesting date, and unless vesting occurs earlier pursuant to subsections (ii) and (iii) below, 25% of which the RSUs (rounded to the nearest whole unit) granted hereunder shall be vest and become nonforfeitable on each of the fifth anniversary and sixth anniversary of the Grant Date and the remaining 50% of the RSUs granted hereunder shall vest and become nonforfeitable on the seventh anniversary of the Grant Date. (xii) if the Participant was employed by the Company or a Subsidiary Notwithstanding subsection (i) above, vesting of any then unvested RSUs shall occur on the first day to occur of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal following dates without regard to the period of time beginning conditions set forth on Exhibit A; provided the first day of Grantee continues to serve as an Employee, Officer or Director from the Grant Date to such continuous employment and ending on date that: (A) the last day of Grantee terminates serving as an Employee, Officer or Director due to Disability; or (B) the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedGrantee terminates serving as an Employee, Officer or Director due to death. (diii) The Committee may, may in its sole discretion, provide that, upon discretion accelerate the retirement vesting of the Participant (as determined by the Committee in its sole discretion), all or part any portion of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing any outstanding unvested RSUs prior to the effective date expiration of the Participant’s retirement. Any portion of this RSU Award as periods provided in subsection (b)(i) above without regard to which the vesting requirements of this Section 2 have been satisfied conditions set forth on Exhibit A. (iv) All vested RSUs shall be payable settled or paid in accordance with Section 5 hereof2(e).

Vesting. Except 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. (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 13subsections 3(b) and 3(c), as of each of the following Vesting Dates, Restricted Stock Units under this RSU Award shall vest only (i) except become Vested Restricted Stock in such amounts and as of such Vesting Dates as are set forth below, 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 or a Subsidiary until from the end Date of Grant through the Performance PeriodVesting Date: (i) Twenty percent (20%) as of January 1, 20__; (ii) Twenty percent (20%) as of January 1, 20__; (iii) Twenty percent (20%) as of January 1, 20__; (iv) Twenty percent (20%) as of January 1, 20__; and (v) Twenty percent (20%) as of January 1, 20__. (b) Except In the event that Participant’s employment is terminated as otherwise provided by Sections 2(c), 2(d) a result of death or 3 hereof, if the employment of the Participant Disability or is terminated by the Company without Cause, Participant shall vest in any portion of the Restricted Stock that remains unvested as of the day before the termination of employment. In the event the Company is merged into or consolidated with another Company under circumstances where the Company is not the surviving company, or if the Company is liquidated, or sells or otherwise disposes of substantially all of its assets to another company, then Participant shall vest in any Subsidiary terminates prior portion of the Restricted Stock that remains unvested as of the effective date of any such merger, consolidation, liquidation or sale, unless provisions are made in connection with such transaction for the continuance of the Plan and/or the assumption or substitution of this Restricted Stock Award, with appropriate adjustments as to the end number and kind of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyshares. (c) Upon In the event that Participant (i) the Termination of the Participant’s employment without Cause, or Retires and (ii) meets the Disability or death Retirement Vesting Criteria , Participant shall vest in any portion of the Participant Restricted Stock that remains unvested as of the Retirement Date on the expiration of the Revocation Period. [*** Note: delete retirement language from award agreements where the employee will not achieve the retirement age during the Restriction Period and prior to any termination term 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.award agreement ***] (d) The Committee mayIn the event Participant incurs a termination of employment other than as described in subsection 3(b) or in subsection 3(c) above, all Unvested Restricted Stock shall immediately and without any notice or other action required by any person be forfeited and cancelled, and Participant shall have no rights or interests with respect to such Unvested Restricted Stock. (e) Except as is provided in its sole discretion, provide that, upon the retirement Section 9 of the Participant (as determined by the Committee in its sole discretion)Plan, all or part any adjustment to an award of Restricted Stock pursuant to Section 9 of the Plan shall not change the ratio of Unvested 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 hereofVested Restricted Stock.

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 employment 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’s employment terminates due to death or Permanent Disability, or in the event of a Change in Control where the holders of the Performance Goals as provided Company’s Common Stock receive cash consideration for their Common Stock in Schedule A. Any such action 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 employment 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 of employment (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. The Participant shall have a nonforfeitable right to a portion of this Award (a) Subject to compliance with Section 13such portion, the Restricted Stock Units under vested portion) only upon the dates described in this RSU Section 2, except as otherwise provided herein or determined by the 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 of the Performance PeriodPlan. B. This Award will become vested in the following installments (b) the “Vesting Period”): 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 this Award that is not then vested will promptly terminate, except as follows: (1) any portion of this 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 (2) any Subsidiaryportion of this Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested 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 this Award. For the avoidance of doubt, Retirement means the Participant’s termination from the Company and its Affiliates after reaching age 55 with ten (B10) the denominator full 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 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 Company and its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject Affiliates. D. Notwithstanding anything herein to the satisfaction contrary, any portion of the Performance Goals as provided in Schedule A. Any such action this Award held 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. (a) Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13herein, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, one-third of the RSUs (rounded down to the extent that nearest whole Share) shall become vested on the Performance Goals are satisfied as provided in Schedule Afirst anniversary of the Grant Date, and (ii) except as otherwise provided one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become vested on the third anniversary of the Grant Date, in Sections 2(cthe case of each of clauses (i), 2(d(ii) or 3 hereofand (iii), if subject to Participant not having incurred a Termination of Employment prior to the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Periodapplicable vesting date. (b) Except as otherwise provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment, any unvested RSUs shall be forfeited by Sections 2(c), 2(d) or 3 hereofParticipant without consideration therefor. Notwithstanding the foregoing, if the employment Participant incurs a Termination of the Participant Employment (i) as a result of termination by the Company or any Subsidiary terminates prior to its Affiliate without Cause on or after the end first anniversary of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without CauseGrant Date, or (ii) due to Participant’s death or Disability, in each case, any unvested RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the Disability or death next vesting date shall vest pro-rata as of the Participant during the Restriction Period and prior to any termination date of the Participant’s employment Termination of Employment, with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal RSUs vesting to be determined by multiplying the number of Restricted Stock Units unvested RSUs that otherwise would be paid, if any, following the Restriction Period (based have vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied next vesting date by a fraction, (A) the numerator of which shall be is the number of days in between the Restriction Period during which prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the Participant was continuously employed by the Company or a Subsidiary, date of Participant’s Termination of Employment and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedis 365. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

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

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

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

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

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

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

Vesting. Except as may otherwise be provided by Section 25: (a) Subject The Restricted Stock shall vest upon satisfying the vesting conditions set forth in both Sections 2(a)(i) and 2(a)(ii) below. i. The Restricted Stock shall satisfy the service-vesting requirement as follows, subject to compliance the Participant remaining in continuous service with Section 13, the Company or an Affiliate thereof through the applicable date: 6.25% of the Restricted Stock Units under this RSU Award shall vest only satisfy the service-vesting requirement quarterly beginning on the date that is three (3) months following [_________________] (the “Service-Vesting Commencement Date”), such that 100% of the Restricted Stock will satisfy the service-vesting requirement on the fourth anniversary of the Service-Vesting Commencement Date; provided, however, that the service-vesting requirement shall lapse upon the earlier of (A) a Change of Control (as defined below) and (B) the date on which any Person owns a larger percentage of equity interests in the Company and its Subsidiaries than the Apax Group (as defined below). ii. The Restricted Stock shall satisfy the performance-vesting requirement as follows: (i) except 80% of the shares of Restricted Stock shall satisfy the performance-vesting requirement on the date on which the Apax Group receives a cumulative cash return in respect of their equity securities in the Company and its Subsidiaries (including any predecessor) equal to 100% of their aggregate investment in Disco Topco Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (the “Disco Partnership”), as provided determined by the Administrator in Section 3 hereofgood faith; (ii) 10% of the shares of Restricted Stock shall satisfy the performance-vesting requirement on the date on which the Apax Group receives a cumulative cash return in respect of their equity securities in the Company and its Subsidiaries (including any predecessor) equal to 300% of their aggregate investment in the Disco Partnership, as determined by the Administrator in good faith; and (iii) 10% of the shares of Restricted Stock shall satisfy the performance-vesting requirement on the date on which the Apax Group receives a cumulative cash return in respect of their equity securities in the Company and its Subsidiaries (including any predecessor) equal to 400% of their aggregate investment in the extent Disco Partnership, as determined by the Administrator in good faith. For purposes of calculating the cumulative cash return received by the Apax Group, Marketable Securities (as defined below) shall be treated as cash. (b) If the Participant’s service is terminated for any reason, (i) the shares of Restricted Stock that have not satisfied the Performance Goals are satisfied service-vesting requirement as provided in Schedule Aof the date of termination shall be forfeited without payment of any consideration and all rights of the Participant with respect to such Restricted Stock shall immediately terminate, and (ii) except as otherwise provided neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in Sections 2(c), 2(d) or 3 hereofsuch forfeited shares of Restricted Stock. Notwithstanding the foregoing, if the Participant remains continuously employed Participant’s service is terminated by the Company without cause following the later of (i) the execution of a definitive agreement which results in a Change of Control or (ii) the date which is six (6) months prior to a Subsidiary until Change of Control, the end of the Performance Period. (b) Except Participant shall be treated as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by was providing services to the Company or any Subsidiary terminates prior to on the end date of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretysuch Change of Control. (c) Upon (i) Notwithstanding anything to the Termination contrary in this Restricted Stock Award Agreement or the Plan, all shares of Restricted Stock which have not satisfied all of the applicable vesting conditions on or prior to the date that the Apax Group sells all of its equity interests in the Company and its Subsidiaries shall immediately terminate, and such shares of Restricted Stock shall be forfeited without payment of any consideration. Neither the Participant nor any of the Participant’s employment without Causesuccessors, heirs, assigns, or (ii) the Disability personal representatives shall thereafter have any further rights or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number interests in such shares of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedStock. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements For purposes of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.2:

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to the Participant’s continuous employment by the Company and its Affiliates in the position of [ ] (or in an alternative position with the Company, as determined by the Chief Executive Officer in his or her sole discretion and subject to approval by the Compensation Committee (an “Alternative Position”)) and compliance with Section 13Non-Compete Agreement (as defined below), the Restricted Stock Units under this RSU Award RSUs granted to the Participant shall vest only as to the percentage of the RSUs indicated below on the dates specified below (ieach a “RSU Vesting Date”). The unvested RSUs granted pursuant to this Agreement shall automatically terminate and be forfeited (without any action by any party hereto) except as provided on the sooner of (x) the date on which the Participant’s employment is terminated and (y) the date on which the Participant ceases to serve in Section 3 hereof, to the position of [ ] or in an Alternative Position. [ ] [ ]% [ ] [ ]% [ ] [ ]% To the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if RSUs have not vested prior to the Participant remains continuously employed by date that is the Company or a Subsidiary until the end five-year anniversary of the Performance PeriodGrant Date, the unvested RSUs shall terminate and be forfeited as of such date, without any further consideration to the Participant. Any fractional RSUs resulting from the strict application of the incremental percentages set forth above will be disregarded and the actual number of RSUs becoming vested on any specific RSU Vesting Date will cover only the full number of RSUs determined by applying the relevant incremental percentage. (b) Except as otherwise provided by Sections 2(c)Notwithstanding the foregoing, if because of the Participant’s death or Disability the Participant’s employment terminates or the Participant ceases to serve in the position of [ ] or an Alternative Position, then the unvested RSUs, to the extent not previously forfeited, shall immediately become fully vested, subject to Section 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretybelow. (c) Upon (i) In the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant event that during the Restriction Period and prior to any termination period of the Participant’s employment with the Company or any Subsidiaryone of its Affiliates after the Grant Date a Change in Control shall occur, then all outstanding unvested RSUs that have not been forfeited prior to the number date of Restricted Stock Units, if any, payable under this RSU Award such Change in Control shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based vest on the achievement date of such Change in Control. In the event that the Change in Control occurs on a date prior to the date that a Participant is determined to be Disabled for purposes of the Performance Goals as determined under Section 1(b))Plan and this Agreement, multiplied by a fractionbut the Committee, (A) the numerator of which shall be the number of days in the Restriction Period during which its sole determination expects the Participant was continuously employed by to be Disabled at the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day end of the Restriction Period9-month period referred to in Section 4 of this Agreement, then all of the total number unvested RSUs of days in the Restriction Periodsuch Participant, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on extent not previously forfeited, shall vest upon the first day of such continuous employment and ending on the last day date of the Restriction Period. The remaining portion of this RSU Award that does not vest Change in accordance with this Section 2(c) shall immediately be forfeitedControl. (d) The Committee mayIn the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Sections 2(a), in its sole discretion, provide that, upon the retirement of the Participant 2(b) or 2(c) above is not a Business Day (as determined by the Committee in its sole discretiondefined below), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall automatically be payable delayed until the first Business Day following that calendar date. “Business Day” means a date on which commercial banks in accordance with Section 5 hereofNew York, New York are open for general business.

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

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU The Award shall vest only and become unrestricted at the rate of one-fifth of the Award per each vesting date, for the period commencing on the Grant Date and ending on May 10, 2010, provided that the Participant is continuously employed with the Company through each such vesting date for such Shares to vest, as shown immediately below (i) except as otherwise provided herein) (each a “Vesting Date”): May 10, 2006 31,800 May 10, 2007 31,800 May 10, 2008 31,800 May 10, 2009 31,800 May 10, 2010 31,800 (b) If the Company shall undergo a Change in Control (as defined in Section 3 hereof10(a) of the Participant’s Employment Agreement with the Company dated June 29, 2005 (the “Employment Agreement”)), any then-unvested Shares shall then vest and become unrestricted if 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) then-unvested Awards of Restricted Stock or 3 hereof, if the Participant remains continuously employed by Restricted Stock Units granted to other senior executives 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 entiretybecome vested thereupon. (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 is terminated (i) by the Company without Cause (as defined in Section 7(c) of the Employment Agreement) or due to the Participant’s Disability (as defined in Section 7(a) of the Employment Agreement)), (ii) by the Participant for Good Reason (as defined in Section 7(e) of the Employment Agreement) or (iii) due to the Participant’s death, then any Subsidiary, the number Shares of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based unvested 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 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) termination shall immediately be forfeitedfully vest and become unrestricted. (d) The Committee may, in its sole discretion, provide that, upon If the retirement of Participant’s employment with 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 Company terminates for any reason other than as provided in Schedule A. Any such action Section 2(c) hereof, the portion of the Award which is not vested as of the date of termination shall be forfeited by the Committee must Participant and such portion shall be made in writing prior cancelled by the Company. The Participant irrevocably grants to the effective date Company the power of attorney to transfer any unvested Shares forfeited to the Participant’s retirement. Any portion of this RSU Award as Company and agrees to which execute any document required by the Company in connection with such forfeiture and transfer. (e) Upon the vesting requirements of Shares of Restricted Stock pursuant to this Section 2 have been satisfied 2, all restrictions on such vested Shares shall be payable in accordance with Section 5 hereoflapse and such Shares shall become unrestricted and freely transferable.

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

Vesting. Except (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 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 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: 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 13the terms and conditions of this Agreement, the Restricted Stock Units under this RSU Award awarded hereunder to Employee shall vest only and become the right to receive Vested Shares in accordance with the following schedule: Percentage or Number of On Each of the Following Dates Shares that Vest ------------------------------ ----------------------- _________ ___% _________ ___% _________ ___% _________ ___% (ib) except as provided Notwithstanding the vesting provisions contained in Section 3 hereof3(a) above, but subject to the extent that the Performance Goals are satisfied as provided in Schedule A, other terms and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereofconditions set forth herein, if the Participant remains Employee has been continuously employed by the Company or a Subsidiary until the end date of a Change In Control of the Performance Period. (b) Except as otherwise provided by Sections 2(c)Company, 2(d) or 3 hereof, if the employment all of the Participant by Restricted Stock Units shall immediately vest on the Company or any Subsidiary terminates prior to the end date of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretysuch Change In Control. (c) Upon (i) In the Termination event of the Participant’s employment without Cause, or disability (iiwithin the meaning of Section 22(e)(3) of the Disability Code) 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 UnitsEmployee, 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 Employee has been continuously employed by the Company until the date of such disability or a Subsidiarydeath, and (B) the denominator of which Employee or his estate shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day become immediately vested, as of the Restriction Perioddate of such disability or death, the total number of days in the Restriction Period, or (y) in all other cases, of the total number of days within the Restriction Period equal Restricted Stock Units subject to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeitedAward. (d) The Committee may, Except as provided in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretionSection 3(c), all or part if Employee ceases to be an employee for any reason prior to the vesting of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Awardpursuant to Sections 3(a) or 3(b) hereof, Employee's rights to all of the Restricted Stock Units (and the Shares subject to the satisfaction of Award) not vested on the Performance Goals as provided in Schedule A. Any such action by date that Employee ceases to be an employee shall be immediately and irrevocably forfeited and the Committee must be made in writing prior Employee will retain no rights with respect 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 units.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject The Performance-Based Units (if any) that are earned pursuant to compliance this Award Agreement shall become vested and nonforfeitable provided that the Grantee remains in the continuous employment or other service of the Company and its Subsidiaries through the date on which payment of the Performance-Based Units is made, except as otherwise provided herein. (b) Notwithstanding Section 4(a), if the Grantee’s continuous employment or other service with Section 13the Company and its Subsidiaries terminates prior to the payment of the Performance-Based Units as a result of the Grantee’s death, a pro rata portion of the Performance-Based Units shall become vested, determined by multiplying the target number of Performance-Based Units by a fraction, the Restricted Stock numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date and the denominator of which is 1096. (c) Notwithstanding Section 4(a), if the Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the payment of the Performance-Based Units under this RSU Award shall vest only (i) except as provided a result of the Grantee’s Disability or Retirement (defined as the Grantee’s voluntary termination of employment with the consent of the Administrator (or the Administrator’s delegate) at or after age 60 with at least five years of service with the Company and its Subsidiaries) or (ii) if the Grantee is a participant in the Company’s Executive Severance Plan, under any other circumstances that would entitle the Grantee to the accelerated vesting of an equity or equity-based award pursuant to the terms of such plan, a pro rata portion of the Performance-Based Units shall become vested, determined by multiplying the number of Performance-Based Units that would have been earned pursuant to Section 2 and Section 3 hereof, based upon actual achievement of the applicable Performance Goals if the Grantee had remained in the continuous employment or other service of the Company and its Subsidiaries through the last day of the Performance Period, by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date and the denominator of which is 1096. (d) In the event of a Change in Control prior to the extent that payment of the Performance Goals Performance-Based Units: (i) If the Performance-Based Units are satisfied as provided honored, assumed or substituted in Schedule Athe form of an Alternative Award, and the Grantee’s continuous employment or other service with the Company and its Subsidiaries is terminated after the Change in Control and prior to the payment of the Performance-Based Units (iiA) 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 (iiB) if the Disability Grantee is covered by a severance plan, employment agreement or death offer letter with the Company or a Subsidiary that provides for severance benefits in the event of a termination by the Participant during Grantee for Good Reason, by the Restriction Period Grantee for Good Reason, then the Performance-Based Units, to the extent not previously vested or forfeited, will vest, without pro ration and prior to any effective upon such termination of the ParticipantGrantee’s employment with the Company or and its Subsidiaries, as follows: (x) with respect to any SubsidiaryPerformance Period completed prior to the date of such termination of employment, the number of Restricted Stock UnitsPerformance-Based Units earned pursuant to Section 2 and Section 3 hereof, if anyshall be based upon actual achievement of the applicable Performance Goals with respect to such Performance Period, payable under this RSU Award shall equal and (y) with respect to any Performance Period not completed prior to the date of such termination of employment, the number of Restricted Stock Performance-Based Units that otherwise would earned pursuant to Section 2 and Section 3 hereof shall be paid, if any, following the Restriction Period (based on the achievement of determined as though the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) were satisfied at the numerator target level 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 forfeitedperformance. (dii) The Committee mayIf the Performance-Based Units are not honored, assumed or substituted in its sole discretion, provide that, upon the retirement form of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU an Alternative Award, subject to then the satisfaction target number of the Performance Goals as provided Performance-Based Units will vest in Schedule A. Any full, without pro ration, effective upon such action by the Committee must be made Change in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements Control. (e) For purposes of this Section 2 4, the continuous employment or other service of the Grantee with the Company and its Subsidiaries shall not be deemed to have been satisfied interrupted, and the Grantee shall not be payable in accordance with Section 5 hereofdeemed to have ceased to be an Employee of the Company and its Subsidiaries, by reason of the transfer of his or her employment or other service among the Company and its Subsidiaries.

Vesting. Except Section 3 of each of the Agreements is amended by adding the following provisions at the end thereof: Notwithstanding the foregoing, in the event that Grantee’s Continuous Service is terminated by the Company (or its successor) without Cause (as may otherwise be provided by Section 25: such term is defined in the Company’s Change in Control Retention Plan (athe “Retention Plan”) Subject to compliance with Section 13or Grantee’s Key Employee Retention Agreement (“KERA”), the Restricted Stock Units under this RSU Award shall vest only as applicable), either (i) except prior to a Change in Control (as provided defined in Section 3 hereofthe Retention Plan or the KERA, to as applicable), at a time at which the extent Compensation Committee determines that there is a reasonable likelihood that the Performance Goals are satisfied as provided Company will undergo a Change in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if Control within 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 Causenext 12 months, or (ii) within 24 months after a Change in Control, then 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, provisions will apply: (A) In the numerator case of which clause (i) above, any unvested shares shall not be forfeited at the time Grantee’s Continuous Service is terminated, but rather, shall be retained by Grantee and shall remain unvested, with no further vesting, for a period of up to 12 months after ▇▇▇▇▇▇▇’s Continuous Service. If a Change in Control occurs during such 12-month period, the number of days unvested shares immediately shall become 100% vested as provided in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (BSection 5(a) 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, Retention Plan or (ySection 5(a) 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 PeriodKERA, as applicable. The remaining portion of this RSU Award that does not vest If no Change in accordance with this Section 2(c) Control occurs during such 12-month period, then the unvested shares shall immediately be forfeited. (dB) The Committee mayIn the case of clause (ii) above, in its sole discretionany unvested shares shall not be forfeited at the time Grantee’s Continuous Service is terminated, provide thatbut rather, 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 immediately shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals become 100% vested as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date Section 5(a) of the Participant’s retirement. Any portion Retention Plan or Section 5(a) of this RSU Award the KERA, as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofapplicable.

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

Vesting. (a) Except as may be otherwise be provided by in Section 25: (a) Subject to compliance with 3 or Section 136 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units under shall be determined in accordance with this RSU Award Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall vest be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon a comparison of the Company’s total shareholder return, as defined below (“TSR”), to the TSR of each company (other than the Company) that comprises the S&P Supercomposite Technology Hardware and Equipment Index (the “Index”) during the period beginning September 1, 2017 and ending on August 31, 2020 (the “Performance Period”), provided that only the companies that comprise the Index as of the first day of the Performance Period shall be considered and any such company shall be deemed to have a TSR of negative 100 percent upon (i) except as provided in Section 3 hereofthe institution by or against such company of an insolvency, to receivership or bankruptcy proceeding under the extent that the Performance Goals are satisfied as provided in Schedule AUnited States Bankruptcy Code, and 11 U.S.C. §§ 101-1532, or foreign insolvency regime, (ii) except as otherwise provided in Sections 2(c)such company making an assignment for the benefit of creditors, 2(dor (iii) such company’s dissolution or 3 hereof, if ceasing to do business. The TSR for the Participant remains continuously employed by the Company or a Subsidiary until Performance Period shall be measured at the end of the Performance Period.. [ ] (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment The portion of the Participant by Grantee’s rights and interest in the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award that becomes vested and nonforfeitable on the Determination Date (as defined below) shall equal be determined in accordance with the following schedule, using linear interpolation, as certified by the Committee: [ ] No fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 200 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the determination and written certification that otherwise would be paid, if any, following the Restriction Period (based on corresponding Performance Goal and all other conditions for the achievement vesting of the Performance Goals Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as determined under Section 1(b))an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, multiplied by a fraction, (A) the numerator of which as defined herein. This determination shall be the number of made within ninety (90) days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on after the last day of the Restriction PeriodPerformance Period (“Determination Date”). The remaining portion Committee shall make this determination, provided that, for any Grantee who is not an “officer” of this RSU Award the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that does actually achieved, provided that the Committee’s or such Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its sole discretion, provide thatreduce the amount of compensation otherwise to be paid or earned in connection with this award, upon notwithstanding the retirement level of achievement of the Participant (as determined Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Committee in its sole discretion)Company, all or part any other circumstance or event, including any circumstance or event outside the control of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU AwardGrantee, subject adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereofGoal.

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

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

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

Vesting. Except as may otherwise be provided by Section 25: 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. 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 The Units will vest as may otherwise be provided by Section 25in (a) through (c) below: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent Provided that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end through such date, [X%] of the Performance Period.Units will vest on [INSERT VESTING DATE(S)], with the number of Shares of Common Stock (if any) issuable to the Participant with respect to such Units to be determined at the time and in accordance with the performance metrics set forth in Exhibit A; (b) Except as otherwise provided by Sections 2(c), 2(d) 100% of the Units will vest upon the death or 3 hereof, if the employment permanent disability of the Participant on or before the 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 if he is entitled to long-term disability benefits under the Company’s long term disability plan, as determined 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.long term disability carrier; (c) Upon (i) the Termination 100% of the Participant’s employment without Cause, or (ii) the Disability or death Units will vest as of the Participant during the Restriction Period and prior to any termination 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 effective date 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 Change in accordance with this Section 2(c) shall immediately be forfeitedControl. (d) The Committee mayFor purposes of this Agreement, in its sole discretion, provide that, upon “Cause” and “Good Reason” shall each have the retirement meaning set forth as of the date hereof in the employment agreement previously entered into between the Participant (as determined by and 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 retirementCompany. Any portion For purposes of this RSU Award as Agreement, a “Change in Control” means an event or occurrence set forth in one or more of paragraphs (i) to which the vesting requirements (iv) below (including an event or occurrence that constitutes a Change in Control under one of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.such subsections but that is specifically exempted under another such subsection):

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 13, Fifty (50%) of the Restricted Stock Units under this RSU Award shall granted hereunder will vest only on October 31, 2008 and the remaining fifty percent (i50%) except as provided in Section 3 hereofof the Restricted Stock granted hereunder will vest on June 30, to 2010 (together with October 31, 2008, the extent “Vesting Dates”); provided, that the Performance Goals are satisfied as provided in Schedule AExecutive is, and (ii) except as otherwise provided in Sections 2(c)has been, 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until any of its Subsidiaries from the end of the Performance PeriodGrant Date through each such Vesting Date. (b) Except as otherwise provided by Sections 2(c)Notwithstanding the foregoing, 2(d) or 3 hereof, if upon the employment consummation of a Sale of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction PeriodCompany, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Causeso long as Executive is, 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 Subsidiaryhas been, 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 Subsidiaryany of its Subsidiaries from the date of this Agreement through the time immediately prior to consummation of the Sale of the Company, and 100% of the shares of Restricted Stock granted to Executive shall become vested as of the consummation of such Sale of the Company. (Bc) the denominator of which shall be (x) Except as otherwise provided in this Section 3, if the Participant was employed by Executive’s employment with the Company and/or its Subsidiaries terminates for any reason prior to the vesting of all or a Subsidiary on the first day any portion of the Restriction PeriodRestricted Stock awarded under this Agreement, 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 unvested portion of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) Restricted Stock shall immediately be cancelled and the Executive (and 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 Board, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Executive’s unvested shares of Restricted Stock shall not be so cancelled and forfeited. (d) The Committee may, Executive shall notify the Company promptly in its sole discretion, provide that, upon the retirement event that Executive elects to make an election under Section 83(b) of the Participant (as determined by the Committee in its sole discretion), all or part of Code with respect to 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 hereofStock.

Vesting. Except as may otherwise specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall be provided by Section 25vested as follows: (a) Subject one-third (1/3rd) of the Awarded Shares (rounded to compliance with Section 13, the Restricted Stock Units under this RSU Award next whole share for any fractional shares) shall vest only on the first anniversary of the Date of Grant, provided the Participant is employed by (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 hereofor, if the Participant remains continuously employed by the Company is a Consultant or a Subsidiary until the end of the Performance Period. (ban Outside Director, is providing services to) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or death of the Participant during the Restriction Period and prior to any termination of the Participant’s employment with the Company or any Subsidiary, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (based on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day 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 forfeitedapplicable vesting date. (db) The Committee mayone-third (1/3rd) of the Awarded Shares (rounded to the next whole share for any fractional shares) shall vest on the second anniversary of the Date of Grant, in its sole discretionprovided the Participant is employed by (or, provide thatif the Participant is a Consultant or an Outside Director, is providing services to) the Company or a Subsidiary on the applicable vesting date. (c) the remaining unvested portion of the Awarded Shares shall vest on the third anniversary of the Date of Grant, provided the Participant is employed by (or, if the Participant is a Consultant or an Outside Director, is providing services to) the Company or a Subsidiary on the applicable vesting date. Notwithstanding the foregoing, all of the unvested Awarded Shares shall be automatically fully vested upon the retirement first to occur of a Change in Control, the death of the Participant (as determined by or 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 Total and Permanent Disability of the Participant’s retirement, provided the Participant is still employed by (or, if the Participant is a Consultant or an Outside Director, providing services to) the Company as of the date such event. Any portion Notwithstanding the foregoing, all of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied unvested Awarded Shares shall be payable automatically fully vested upon the occurrence of a Qualifying Termination (as such term is defined in accordance with Section 5 hereofthat certain [Amended and Restated] Retention Agreement, by and between the Company and the Participant, dated May ___, 2015.

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 in this Section 2 or in the Plan or as approved by the Administrator, the Options shall vest in accordance with the terms of these Terms and Conditions (including the Notice and the Plan), as follows (the occurrence of each such event described in Section 25:2(a)-(d), a “Vesting Event”): (a) Subject the Options shall become vested on the earliest to compliance with Section 13, occur of the Restricted Stock Units under this RSU Award shall vest only (i) except as provided vesting dates set forth in Section 3 hereofthe Notice (each, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(ca “Vesting Date”), 2(d) or 3 hereof, if the Participant remains continuously employed by the Company or a Subsidiary until the end of the Performance Period. (b) Except as otherwise provided by Sections 2(c), 2(d) or 3 hereof, if the employment of the Participant by the Company or any Subsidiary terminates prior to the end of the Restriction Period, this RSU Award shall be immediately forfeited in its entirety. (c) Upon (i) the Termination of the Participant’s employment without Cause, or (ii) the Disability or Participant’s death of the Participant during the Restriction Period and prior to any termination of (iii) the Participant’s Disability, subject in each case to the Participant’s continued employment with the Company or any Subsidiaryits Affiliate through such date; (b) upon the occurrence of a Change in Control, all then outstanding unvested Options shall be treated as provided in the number Plan; (c) if the Participant’s employment terminates in a Special Termination prior to the Vesting Date, then (i) a pro rata portion of Restricted Stock Units, if any, payable under this RSU Award the Options shall equal become vested as of the number date of Restricted Stock Units that otherwise would be paid, if any, following the Restriction Period (such termination based on the achievement portion of the Performance Goals vesting period that has elapsed as determined under Section 1(b)), multiplied by a fraction, of such date and (ii) the balance of the Options shall remain outstanding and unvested and shall become vested on the applicable Vesting Date provided (A) the numerator of which shall be Participant has not violated Section 13(b) through the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, Vesting Date and (B) the denominator Participant has provided annual certification of which shall be (xsuch ongoing compliance with Section 13(b) if the Participant was employed by in writing to the Company or a Subsidiary on the first day each anniversary of the Restriction PeriodGrant Date (if any) that occurs following such Special Termination and prior to the Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the Vesting Date; provided, that, if such termination occurs within one year following a Change in Control, 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 Options shall immediately vest in accordance with this Section 2(c) shall immediately be forfeited.full upon such termination; and (d) The Committee mayif the Participant’s employment terminates in a Qualifying Retirement (as defined below) prior to the Vesting Date, the Options shall become vested on the Vesting Dates set forth in the Notice provided (i) the Participant has not violated Section 13(b) through the 1005920041v8 applicable Vesting Date and (ii) the Participant has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Qualifying Retirement and prior to the applicable Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the applicable Vesting Date. (e) For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the Administrator, other service to, the Company or Company’s Affiliates, but in the case of employment with or service to an Affiliate, only during such time as such Affiliate is an affiliate of the Company. (f) Notwithstanding anything contained in these Terms and Conditions to the contrary, the Administrator, 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 may accelerate the vesting requirements of this Section 2 have been satisfied any Options, at such times and upon such terms and conditions as the Administrator shall be payable in accordance with Section 5 hereofdetermine.

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

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance the Participant’s continued employment with Section 13at least one of the Company, an Affiliate, the Manager or Sharpridge, the Restricted Stock Units under this RSU Award Shares shall vest only and become nonforfeitable as follows: i. with respect to Restricted Shares (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 representing 15% of the Performance PeriodRestricted Shares initially granted hereunder) on the first anniversary of the Date of Grant; ii. with respect to Restricted Shares (representing 15% of the Restricted Shares initially granted hereunder) on the second anniversary of the Date of Grant; iii. with respect to Restricted Shares (representing 20% of the Restricted Shares initially granted hereunder) on the third anniversary of the Date of Grant; iv. with respect to Restricted Shares (representing 20% of the Restricted Shares initially granted hereunder) on the fourth anniversary of the Date of Grant; and v. with respect to Restricted Shares (representing 30% of the Restricted Shares initially granted hereunder) on the fifth anniversary of the Date of Grant. (b) Except as otherwise provided The Restricted Shares shall be forfeited by Sections 2(c), 2(d) or 3 hereof, if the employment Participant without consideration on the date on which the Participant ceases to be employed by at least one of the Participant by Company, an Affiliate, the Company Manager or any Subsidiary terminates prior Sharpridge, to the end extent any such Restricted Shares are not vested on or before the cessation of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretysuch employment. (c) Upon Notwithstanding any other provision of this Agreement to the contrary but subject to Section 9(b) of the Plan, any Restricted Shares not previously forfeited or vested shall become vested (i) on the Termination date of the Participant’s employment without Causedeath, (ii) on the date that the Participant ceases to be employed by at least one of the Company, an Affiliate, the Manager or Sharpridge on account of Disability (as defined below), or (iiiii) on the Disability date that a Change in Control occurs. (d) For purposes of this Agreement, “employment” means service provided by the Participant as an officer, director or death employee of the Participant during Company, an Affiliate, the Restriction Period and prior to any termination of the Manager or Sharpridge. The Participant’s employment with the Company or any SubsidiaryCompany, an Affiliate, the number of Restricted Stock Units, if any, payable under this RSU Award Manager or Sharpridge shall equal the number of Restricted Stock Units that otherwise would not 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) deemed to have ended if the Participant was employed by transfers from the Company employment or a Subsidiary on the first day service 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 one such entity to the period employment or service of time beginning on the first day of another such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest entity without an interruption in accordance with this Section 2(c) shall immediately be forfeitedservice. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of the Participant’s retirement. Any portion of this RSU Award as to which the vesting requirements of this Section 2 have been satisfied shall be payable in accordance with Section 5 hereof.

Vesting. Except as may otherwise be provided by Section 25: (a) Subject to compliance with Section 13, the Restricted Stock Units under this RSU Award shall vest only (i) except as provided in Section 3 hereof, to the extent that the Performance Goals are satisfied as provided in Schedule A, and (ii) except as otherwise provided in Sections 2(c), 2(d) or 3 hereof, if the Participant remains continuously employed Participant’s continued employment by the Company or a Subsidiary until any of its Affiliates through December 31, [YEAR 3], (the end of “Specified Date”), the Performance PeriodBanked Units shall vest on the Specified Date. (b) Except as otherwise provided In the event the Participant’s employment terminates by Sections 2(c)reason of (i) Disability, 2(d(ii) death, (iii) Non-Approved Retirement, or 3 hereof, if the employment of the Participant (iv) by the Company or any Subsidiary terminates prior without Cause other than within two years following a Change in Control, then such Participant’s previously Banked Units and those Banked Units determined in accordance with Section 2(g) will remain outstanding and will vest and be delivered to the end Participant, at the same time as delivery would have been made had the Participant not had a cessation of the Restriction Period, this RSU Award shall be immediately forfeited in its entiretyemployment. (c) Upon (i) In the Termination event the Participant’s cessation of employment occurs by reason of Approved Retirement, then all of the Participant’s previously Banked Units and those Banked Units determined in accordance with Section 2(h) will remain outstanding and will vest and be delivered to the Participant, at the same time as delivery would have been made had the Participant not had a cessation of employment. (d) If prior to the date the Units otherwise vest and within two years following a Change in Control the Participant’s employment is terminated either by the Company without CauseCause or by the Participant due to a resignation with Good Reason, or (ii) the Disability or death any of the Participant during Participant’s then outstanding previously Banked Units and the Restriction Period and Target Units subject to Measurement Periods that have not concluded prior to any such termination, will vest immediately prior to such event and will be delivered to the Participant at the same time as delivery would have been made had the Participant not had a cessation of employment. For avoidance of doubt, this section will not apply if the Participant has satisfied the conditions for Approved Retirement or Non-Approved Retirement as of the date of the Participant’s termination (in that case, Section 3(b)(iii) or 3(c) will apply, as applicable). (e) Upon a cessation of the Participant’s employment with the Company or any Subsidiaryof its Affiliates, the number of Restricted Stock Units, if any, payable under this RSU Award shall equal the number of Restricted Stock Units any Target Unit or Banked Unit that otherwise would be paid, if any, following the Restriction Period (based has not become vested on the achievement of the Performance Goals as determined under Section 1(b)), multiplied by a fraction, (A) the numerator of which shall be the number of days in the Restriction Period during which the Participant was continuously employed by the Company or a Subsidiary, and (B) the denominator of which shall be (x) if the Participant was employed by the Company or a Subsidiary on the first day of the Restriction Period, the total number of days in the Restriction Period, or (y) in all other cases, the total number of days within the Restriction Period equal to the period of time beginning on the first day of such continuous employment and ending on the last day of the Restriction Period. The remaining portion of this RSU Award that does not vest in accordance with this Section 2(c) shall immediately be forfeited. (d) The Committee may, in its sole discretion, provide that, upon the retirement of the Participant (as determined by the Committee in its sole discretion), all or part of the Restricted Stock Units covered by this RSU Award shall be payable under this RSU Award, subject to the satisfaction of the Performance Goals as provided in Schedule A. Any such action by the Committee must be made in writing prior to the effective date of such cessation and any Unit that does not specifically remain outstanding pursuant to Section 3(b), 3(c) or 3(d) will then be forfeited immediately and automatically, and the Participant will have no further rights with respect thereto. (f) Solely for purposes of this Agreement, (x) employment with the Company will be deemed to include employment with an Affiliate, but only during the period of such affiliation, and (y) the Participant will be deemed to be in “continued employment” or “continuous employment” during temporary absences from active employment due to vacation or sick leave taken in accordance with Company policies or other approved leaves of absence. (g) The application of Sections 3(b)(iii), 3(b)(iv), 3(c) and 3(d), is in each case, conditioned on (i) the Participant’s retirementexecution and delivery to the Company of a general release of claims against the Company and its affiliates in a form prescribed by the Company, and (ii) such release becoming irrevocable within 60 days following the cessation of the Participant’s employment or such shorter period specified by the Company. Any portion For avoidance of doubt, if this RSU Award release requirement is not timely satisfied, all the Units will be forfeited as of the effective date of the cessation of the Participant’s employment and the Participant will have no further rights with respect thereto. (h) Notwithstanding anything else herein to which the vesting requirements of this Section 2 contrary, if the Participant’s employment is terminated by the Company for Cause (or if the Participant resigns at a time that a Cause basis for termination exists), then the Participant will forfeit immediately and automatically all Units (whether or not otherwise earned) and will have been satisfied shall be payable in accordance with Section 5 hereofno further rights hereunder.