Common use of Vesting Clause in Contracts

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

Vesting. (a) The RSUs shall vest Except as otherwise specifically provided in accordance with this Section 3, the Vesting Schedule set forth in vesting of any Restricted Share is contingent on the Notice of Grant (Grantee’s continuous employment by the “Vesting Schedule”). Any fractional shares resulting Company or a Subsidiary, from the application of any percentages used in Grant Date through the Vesting Schedule shall be rounded down to the nearest whole number of RSUsvesting date. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld The Restriction Period with respect to any Restricted Share shall commence on the vesting of Grant Date and shall lapse as to such Restricted Share on the RSUsdate that such share becomes vested pursuant to this Section 3. The RSUs or any cash payment Except as otherwise provided in lieu of RSU Shares will be delivered this Section 3 and to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days extent such vesting has not been accelerated upon a termination of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan employment or Section 3(a) above, in the event of a Change in Control EventControl, as set forth below, the Restricted Shares shall vest, and the restrictions imposed thereon shall lapse, as follows: (i) If one-third of the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) Restricted Shares shall vest and the RSUs are not assumed, or substantially equivalent RSUs substituted, by restrictions imposed thereon shall lapse on the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either first anniversary of the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting ScheduleGrant Date; provided, however, that these RSUs shall immediately become vested if such date is in full ifa Blackout Period under, on or prior and as defined in, the ▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy applicable to the Grantee, then the shares shall not vest until the first date upon which the Grantee next may trade under the ▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, and, provided further, that notwithstanding the foregoing, such shares shall be deemed vested during such Blackout Period solely for purposes of Section 3(e) hereunder; (ii) one-third of the Restricted Shares shall vest and the restrictions imposed thereon shall lapse on the second anniversary of the Grant Date; provided, however, that if such date is in a Blackout Period under, and as defined in, the ▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy applicable to the Grantee, then the shares shall not vest until the first date upon which the Grantee next may trade under the ▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, and, provided further, that notwithstanding the foregoing, such shares shall be deemed vested during such Blackout Period solely for purposes of Section 3(e) hereunder; and (iii) one-third of the consummation Restricted Shares shall vest and the restrictions imposed thereon shall lapse on the third anniversary of the Change Grant Date; provided, however, that if such date is in Control Eventa Blackout Period under, and as defined in, the Participant’s employment or other relationship as an Eligible Participant with ▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy applicable to the Company or Grantee, then the Acquiring Corporation is terminated shares shall not vest until the first date upon which the Grantee next may trade under the ▇▇▇▇▇, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, and, provided further, that notwithstanding the foregoing, such shares shall be deemed vested during such Blackout Period solely for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationpurposes of Section 3(e) hereunder.

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

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

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

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

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

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

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

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

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3 or Section 6 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The RSUs or any cash payment extent to which the Grantee’s interest in lieu the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of RSU Shares will be delivered the performance goal specified in this Section 2 (the “Performance Goal”), subject to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateSection 3. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and nonforfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in the Planbelow) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest be determined in accordance with the Vesting Schedule; providedfollowing schedule, howeverusing linear interpolation, that these RSUs as certified by the Committee: (c) The applicable portion of the Restricted Stock Units shall immediately become vested and non-forfeitable in full ifaccordance with this Section 2, on or prior subject to the first anniversary determination and written certification that the corresponding Performance Goal and all other conditions for the vesting of the date Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the consummation Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Change in Control EventCompany for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Participantdetermination and written certification may be made by such Grantee’s employment divisional Executive Vice President or other relationship as an Eligible Participant with Chief Executive Officer, by the Chief Operating Officer of the Company or the Acquiring Corporation is terminated for Good Reason by the Participant President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or is terminated without Cause such Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company Company, or any other circumstance or event, including any circumstance or event outside the Acquiring Corporationcontrol of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal.

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

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

Vesting. (a) The RSUs shall vest in accordance Subject to Section 3 hereof and contingent upon the Optionee’s continued employment with the Vesting Schedule set forth in Company until the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier applicable vesting date pursuant to Section 3(b(except as otherwise provided in paragraphs (b) and (c) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company Replacement Options shall settle the vested portion vest as follows: (i) One-third of the RSUs and Replacement Options shall thereforevest on the first anniversary of the Replacement Option Grant Date. (ii) One-third of the Replacement Options shall vest on the second anniversary of the Replacement Option Grant Date. (iii) The remaining Replacement Options shall vest on the third anniversary of the Replacement Option Grant Date. As used herein, subject “vested” Options shall mean those Options which (1) shall have become exercisable pursuant to the payment terms of any taxes pursuant to Section 8(b), issue this Agreement and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash 2) shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in have been previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateexercised. (b) Notwithstanding the provisions of Section 10(b) If, prior to vesting of the Plan or Section 3(aReplacement Options under paragraph (a) above, in above the event of Optionee has a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event Separation from Service (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or any of its subsidiaries for any reason (voluntary or involuntary), then such non-vested Replacement Options shall be immediately and irrevocably forfeited, except as otherwise provided in Section 6(j)(ii) of the Acquiring Corporation Plan (Separation from Service by reason of death or Retirement) or Section 11 of the Plan (Separation from Service following a Change in Control). Following Separation from Service, the Optionee’s vested Replacement Options shall remain exercisable for a limited period of time, as set forth in Section 6(j) or Section 11 of the Plan, as applicable. Notwithstanding anything to the contrary in the Plan or this Agreement, and for purposes of clarity, any Separation from Service shall be effective as of the date the Optionee’s active employment ends and shall not be extended by any statutory or common law notice period. (c) If, prior to the vesting of the Replacement Options under paragraph (a) above the Optionee is terminated for Good Reason determined by the Participant or insurance carrier under the Company’s then-current long-term disability plan to be entitled to receive benefits under such plan, and, by reason of such disability, is terminated without Cause by deemed to have a Separation from Service (within the Company or meaning of the Acquiring CorporationPlan), then an amount of unvested Replacement Options shall vest as described on Section 6(j)(iii) of the Plan, and the Optionee’s vested Replacement Options shall be exercisable for a limited period of time as described in Section 6(j)(iii) of the Plan.

Vesting. (a) The RSUs Subject to Section 8 and the paragraphs in this Section below, the Award shall vest and become nonforfeitable upon, and subject to, the achievement of the performance hurdles and applicable time-based vesting requirements described in Annex A. The Administrator shall determine whether the applicable performance hurdles have been achieved, and the vesting of the Share Units is subject to the Administrator’s determination. If the Participant is a party to an employment or similar agreement with the Company or any Subsidiary that includes provisions addressing the vesting of equity awards, the Award shall also become vested as provided in such agreement (including, without limitation, in connection with certain qualifying terminations of the Participant’s employment and/or qualifying change in control transactions). Any portion of the Award that is not considered eligible to vest following the Administrator’s determination following the end of the applicable performance period as a result of performance results for the performance period, all as determined in accordance with Annex A, shall terminate and be forfeited following the Vesting Schedule set forth Administrator’s determination. ​ Unless otherwise provided by an employment agreement or similar agreement with the Company that addresses the vesting of equity awards in the Notice event of Grant the Participant’s death or disability, upon a termination of the Participant’s employment with the Company by the Company due to Participant’s death or disability, Participant will vest in a pro-rata portion of the target number of Share Units specified in Section 2 (“Target Shares”) that are then outstanding and unvested. The pro-rata portion will be calculated as follows: (Target Shares ÷ number of days from Award Date to original vesting date specified in Annex A (including both beginning and end date)) x number of days from the “Vesting Schedule”)Award Date to the date of termination due to death or disability. Any fractional partial shares resulting from the application of any percentages used in the Vesting Schedule shall will be rounded down to the nearest whole number of RSUsshare. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, Disability as used in this paragraph shall mean a physical or mental impairment which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as reasonably determined by the Board) Company, renders Participant unable to perform the essential functions of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company Company, even with a reasonable accommodation that does not impose an undue hardship on the Company, for more than 90 days in any 180-day period, unless a longer period is required by federal, state or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationlocal law, in which case that longer period would apply.

Vesting. (a) The RSUs Restricted Stock Units shall vest in accordance with become vested and nonforfeitable on the Vesting Schedule set forth in first anniversary of the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), so long as the Company shall settle Grantee continues to serve as the vested portion Chairman of the RSUs and shall therefore, subject to the payment Company’s Board of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of Directors through the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions foregoing, to the extent the Restricted Stock Units have not previously terminated or become vested and nonforfeitable (i) if the Grantee ceases to serve as the Chairman of Section 10(bthe Board due to the Grantee’s death or Disability (as defined below), then 100% of the Restricted Stock Units that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained Chairman of the Board through such date will become vested and nonforfeitable upon such death or Disability; (ii) if the Grantee ceases to serve as the Chairman of the Board due to his removal from such Chairman position by the Board of Directors for any reason or for no reason or due to his failure to be re-elected to the Board by the shareholders of the Company (in each case, a “Termination Event”), then a Pro-Rata Portion (as defined below) of the Plan or Restricted Stock Units (rounded to the nearest whole share) that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained Chairman of the Board shall become vested and nonforfeitable as of the last day of service in such Chairman position and all remaining Restricted Stock Units shall be automatically forfeited to the Company and cancelled. For purposes of this Section 3(a2(b) aboveonly, a “Pro-Rata Portion” is determined by a fraction (not to exceed one), the numerator of which is the number of months in the event 12-month fiscal year of the Company for which the Restricted Stock Unit Award was made during which the Grantee continuously served as Chairman of the Board and the denominator of which is 12. Grantee will be deemed to serve as Chairman of the Board for a month if the Termination Event occurs after the fifteenth (15th) day of a month; and (iii) the Restricted Stock Units shall become immediately vested and nonforfeitable as to 100% of the shares of Common Stock subject to such Restricted Stock Units immediately prior to a Change in Control Event: (i) If so long as the Grantee serves as Chairman of the Board through the date of the Change in Control. If the Grantee’s service on the Board or as Chairman of the Board terminates prior to the Vesting Date and none of the vesting provisions in this Section 2(b) apply or has not applied, then all unvested Restricted Stock Units at the date of such termination of Board service shall be automatically forfeited to the Company and cancelled. (c) For the purposes of this Agreement, Disability shall have the meaning as provided under Section 409A(a)(2)(C)(i) of the Code. (d) For purposes of this Agreement, a Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and will be deemed to have occurred with respect to the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior Grantee only if an event relating to such Change in Control Event; and (ii) If either the Change in Control Event is also constitutes a Reorganization Event and these RSUs are assumed change in ownership or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary effective control of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or a change in the Acquiring Corporation is terminated for Good Reason by ownership of a substantial portion of the Participant or is terminated without Cause by assets of the Company or within the Acquiring Corporationmeaning of Treas. Reg. Section 1.409A-3(i)(5).

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

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

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

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

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

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

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

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

Vesting. (a) The RSUs Subject to the Non-Employee Director’s continuous service as a member of the Board of the Company, the Restricted Stock granted to the Non-Employee Director shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down and become nonforfeitable as to the nearest whole number percentage of RSUs. Upon the Restricted Stock indicated on the dates specified below (each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the a “Restricted Stock Vesting Date”), ): First Anniversary of Grant Date 25 % Second Anniversary of Grant Date 25 % Third Anniversary of Grant Date 25 % Fourth Anniversary of Grant Date 25 % In the Company shall settle event the vested portion of above vesting schedule results in the RSUs and shall therefore, subject to the payment vesting of any taxes pursuant to Section 8(b)fractional share of Common Stock, issue and deliver to the Participant one such fractional share of Common Stock for each RSU that vests on shall not be deemed vested hereunder but shall vest and become nonforfeitable when such Vesting Date fractional share of Common Stock aggregates a whole share of Common Stock. (b) If the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion Non-Employee Director’s service as a member of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value terminates for any reason (other than death or disability (as determined by the Board) Board Committee)), including as a result of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required Non-Employee Director’s failure to be withheld with respect renominated or reelected as a director, then the Restricted Stock, to the vesting of extent not then vested, shall be forfeited by the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered Non-Employee Director to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting ScheduleCompany without consideration; provided, however, that these RSUs if the Non-Employee Director’s continued service terminates because of the Non-Employee Director’s death or disability (as determined by the Board Committee), then the Restricted Stock, to the extent not then vested and not previously forfeited, shall immediately become vested fully vested. (c) Notwithstanding any other provision of this Agreement to the contrary, in full if, on or the event that a Change in Control shall occur prior to the first anniversary date that all of the Restricted Stock is vested, then to the extent not previously forfeited all of the unvested Restricted Stock shall vest effective upon the date of the consummation of the Change in Control EventControl. (d) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Section 2 is not a Business Day, the Participant’s employment or other relationship as an Eligible Participant with vesting shall automatically be delayed until the Company or the Acquiring Corporation is terminated first Business Day following that calendar date. “Business Day” means a date on which commercial banks in New York, New York are open for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationgeneral business.

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

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The RSUs Performance Goal shall vest be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2023 and ending on August 31, 2026 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2026 (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the Vesting Schedule set forth contrary contained in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used preceding sentence, in the Vesting Schedule shall be rounded down to event that, as determined in the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board Committee and due to settle a required change in cash shall GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a "Material Event"), “adjusted core earnings per share" determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share" for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to a Participant who is subject to Canadian tax, whose shares must be settled fiscal years in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, which the amount of such payment shall be equal to cumulative effect did not account for the fair market value (as determined by the Board) occurrence of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateMaterial Event. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) shall be determined at the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedule; providedfollowing schedule, howeveras determined by the Committee: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that these RSUs is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall immediately be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in full ifaccordance with this Section 2, on or prior subject to the first anniversary Committee determining that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the consummation Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period ("Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of the Company for purposes of Section 16 of the Exchange Act, the determination may be made by (i) such ▇▇▇▇▇▇▇'s divisional Executive Vice President or the Chief Executive Officer of the Company, (ii) the Chief Operating Officer of the Company or (iii) the President of the Company (each, an "Authorized Officer"). The Committee’s or such Authorized Officer's good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control EventControl. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the Participant’s employment or other relationship as an Eligible Participant with control of the Grantee, adversely affects the ability of the Company or the Acquiring Corporation is terminated for Good Reason by Grantee to satisfy the Participant Performance Goal or is terminated without Cause by in any way prevents the Company or satisfaction of the Acquiring CorporationPerformance Goal.

Vesting. (a) The RSUs shall vest 100% on [the date of the initial Amendment to the Executive Letter of Appointment referenced herein] Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in accordance with a form reasonably satisfactory to the Vesting Schedule set forth Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the Notice event of Grant (mutilation, following the “Vesting Schedule”). Any fractional shares resulting from the application surrender and cancellation of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”)Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld. Any such replacement Options or stock certificates shall settle the vested portion of the RSUs and shall therefore, be subject to the payment of same terms, conditions, and restrictions as these Options and any taxes pursuant to Section 8(b), issue and deliver Shares underlying these Options. Subject to the Participant one share restrictions and requirements of Common Stock applicable law, these Options are exchangeable at any time for each RSU that vests on an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such Vesting Date denominations as may be requested by the Optionee (but not exceeding the “RSU Shares”number of Shares underlying the Options in these Options in the aggregate). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares No service charge will be delivered made for such registration or transfer, exchange or reissuance. Proportionate adjustments shall automatically be made to both the Participant as soon as practicable following each Vesting DateExercise Price and number of these Options, but in any event within 30 days of such date. (b) Notwithstanding and the provisions of Section 10(b) of the Plan or Section 3(a) aboveRestrictions on Exercise [if applicable], in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined stock split, stock dividend, reclassification, recapitalization, or any other increase or decrease in the number of issued Shares of the Company effected without receipt of consideration by the Company, or upon any other event reasonably determined by a majority of the Board of Directors of the Company to justify such adjustments. Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan) . By your signature and the RSUs are not assumedsignature of the Company’s representative below, or substantially equivalent RSUs substituted, by you and the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior Company agree to the first anniversary terms of these Options. LIGHTLAKE THERAPEUTICS INC. Optionee R▇▇▇▇ C▇▇▇▇▇▇, Chief Executive Officer Ladies and Gentlemen: This letter constitutes an unconditional and irrevocable notice that I hereby exercise the stock option(s) granted to me by Lightlake Therapeutics Inc., a Nevada corporation (the “Company”) on _______________ at a fair market value of US$ ______ per share. Pursuant to the terms of such option(s), I wish to purchase _______________ shares of the date common stock covered by such option(s) at the exercise price(s) of US$ ______ per share via cashless exercise. These shares should be registered under the consummation Securities Act of the Change 1933, as amended, and delivered as follows: Address: Social Security Number: I represent that I will not dispose of such shares in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.any manner that would involve a violation of applicable securities laws. Dated: By: Name:

Vesting. (a) The RSUs shall With respect to the PSUs that vest in accordance with the Vesting Schedule terms of this Agreement, the Grantee shall be entitled to receive a number of shares of Company Stock (each, a “Share”) equal to the number of PSUs subject to the Grant times the “Payment Percentage” set forth opposite the “Achievement Percentile” set forth on Exhibit A attached hereto1. Subject to Paragraphs 3 and 7 below, and further subject to satisfaction of the Performance Goals (as defined below), the Grantee shall be issued such Share(s) with respect to the vested PSUs within sixty (60) days following the later of: (i) the date that the Committee determines and certifies the Achievement Percentile attained with respect to the performance goals set forth on Exhibit A attached hereto (“Performance Goals”) with respect to the three-year period beginning on the first day of the fiscal year of the Company in which the Notice Grant Date occurs (such three-year period, the “Performance Period”, and 1 Exhibit A will list one or more Performance Goals, and will include a column indicating Achievement Percentile (i.e., how much of Performance Goal was achieved), and Payment Percentage (i.e., how much the PSU will pay out at corresponding Achievement Percentiles). Performance Goals, Achievement Percentiles, and Payment Percentages would be determined by the Committee in respect of each grant. such date of Committee certification, the “Performance-Based Vesting Date”); and (ii) the three-year anniversary of the Date of Grant (the “Time-Based Vesting ScheduleDate”). Any fractional shares resulting from , and the application later of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Time-Based Vesting Date (orand the Performance-Based Vesting Date, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined Grantee’s continuous employment by the Board) Employer from the Date of the RSU Shares as of Grant until the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required Date. All unvested PSUs will be forfeited for no consideration if the Grantee ceases to be withheld with respect to employed by the vesting of the RSUs. The RSUs or Employer for any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event reason other than Disability (as defined in the Plan) and the RSUs are not assumedbelow), death, Retirement (as defined below), or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested as expressly provided in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary Paragraph 7 of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationthis Agreement.

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

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

Vesting. (a) The RSUs Restricted Stock Units shall vest, if at all, as provided in the Vesting Schedule set forth in your Grant Notice and the Plan, provided that vesting shall cease upon the termination of your Continuous Service. Note that if a vesting date falls on a day that is not a business day, such day shall instead fall on the last preceding business day. Notwithstanding the foregoing, in the event that you are subject to the Company’s Stock Trading By Officers and Directors policy (or any successor policy) and any shares covered by your Award vest on a day (the “Original Vest Date”) that does not occur during a “window period” applicable to you as determined by the Company in accordance with such policy, then such shares shall not vest on such Original Vest Date and shall instead vest on the earliest to occur of the following: (i) the first day of the next “window period” applicable to you pursuant to such policy; (ii) your Involuntary Termination Without Cause (as defined in Section 2(b) below) after the Original Vest Date; or (iii) the day that is sixty (60) days after the Original Vest Date. Shares acquired by you that have vested in accordance with the Vesting Schedule set forth in the Grant Notice and this Section 2(a) or any other provision of Grant the Plan are “Vested Shares.” Shares acquired by you pursuant to this Agreement that are not Vested Shares are “Unvested Shares.” (b) For purposes of this Agreement, “Involuntary Termination Without Cause” shall mean the “Vesting Schedule”). Any fractional shares resulting from Company’s termination of your Continuous Service unless such termination was on account of the application occurrence of any percentages used in of the Vesting Schedule following: (i) your commission of any felony or any crime involving fraud, dishonesty or moral turpitude; (ii) your attempted commission of, or participation in, a fraud or act of dishonesty against the Company or an Affiliate; (iii) your intentional, material violation of any material contract or agreement between you and the Company or an Affiliate or any statutory duty owed to the Company or an Affiliate; (iv) your unauthorized use or disclosure of confidential information or trade secrets of the Company or an Affiliate; or (v) your gross misconduct. The determination that your Continuous Service was terminated due to an Involuntary Termination Without Cause shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), made by the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on . Any such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause determination by the Company for the purposes of this Agreement shall have no effect upon any determination of the rights or obligations of you or the Acquiring CorporationCompany for any other purpose.

Vesting. (a) The RSUs shall vest 100% on [the date of the initial Amendment to the Executive Letter of Reappointment referenced herein] Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in accordance with a form reasonably satisfactory to the Vesting Schedule set forth Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the Notice event of Grant (mutilation, following the “Vesting Schedule”). Any fractional shares resulting from the application surrender and cancellation of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”)Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld. Any such replacement Options or stock certificates shall settle the vested portion of the RSUs and shall therefore, be subject to the payment of same terms, conditions, and restrictions as these Options and any taxes pursuant to Section 8(b), issue and deliver Shares underlying these Options. Subject to the Participant one share restrictions and requirements of Common Stock applicable law, these Options are exchangeable at any time for each RSU that vests on an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such Vesting Date denominations as may be requested by the Optionee (but not exceeding the “RSU Shares”number of Shares underlying the Options in these Options in the aggregate). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares No service charge will be delivered made for such registration or transfer, exchange or reissuance. Proportionate adjustments shall automatically be made to both the Participant as soon as practicable following each Vesting DateExercise Price and number of these Options, but in any event within 30 days of such date. (b) Notwithstanding and the provisions of Section 10(b) of the Plan or Section 3(a) aboveRestrictions on Exercise [if applicable], in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined stock split, stock dividend, reclassification, recapitalization, or any other increase or decrease in the number of issued Shares of the Company effected without receipt of consideration by the Company, or upon any other event reasonably determined by a majority of the Board of Directors of the Company to justify such adjustments. Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan) . By your signature and the RSUs are not assumedsignature of the Company’s representative below, or substantially equivalent RSUs substituted, by you and the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior Company agree to the first anniversary terms of these Options. LIGHTLAKE THERAPEUTICS INC. Optionee Dr. M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chairman Ladies and Gentlemen: This letter constitutes an unconditional and irrevocable notice that I hereby exercise the stock option(s) granted to me by Lightlake Therapeutics Inc., a Nevada corporation (the “Company”) on _______________ at a fair market value of US$ ______ per share. Pursuant to the terms of such option(s), I wish to purchase _______________ shares of the date common stock covered by such option(s) at the exercise price(s) of US$ ______ per share via cashless exercise. These shares should be registered under the consummation Securities Act of the Change 1933, as amended, and delivered as follows: Address: Social Security Number: I represent that I will not dispose of such shares in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.any manner that would involve a violation of applicable securities laws. Dated: By: Name:

Vesting. (a) The RSUs Option shall vest in accordance become, vested and exercisable with respect to ___% of the Vesting Schedule set forth in Common Shares covered thereby on each January 1st of the Notice of Grant (the “Vesting Schedule”)years ____, ____, ____, ____ and ____. Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orThe foregoing notwithstanding, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested no portion of the RSUs and Option shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion become vested unless Purchaser has been a member of the Company's Board of Directors continuously from the date of this Stock Option Agreement until each respective date on which the Common Shares are scheduled to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedulevest; provided, however, that these RSUs if such membership is terminated by the Company, with or without cause, the portion of the Option scheduled to vest in the period in which such termination occurs shall vest upon such termination. (b) Anything in this Agreement to the contrary notwithstanding, if the Company is acquired by a third party through an asset purchase, merger or sale of 80% (in value) or more of the outstanding equity securities of the Company (an "Acquisition"), all installments of the portion of the Option scheduled or eligible to vest in the calendar year in which the Acquisition is closed (and not previously repurchased by the Company pursuant to Section 3) plus the portion of the Option scheduled to vest in the next succeeding period shall vest immediately become vested in full if, on or prior to the first anniversary Acquisition closing date, and all further vesting shall thereupon cease. The Company will give the Purchaser at least five (5) days prior written notice (the "Acquisition Notice") of the closing of any Acquisition. Upon an Acquisition, the Company's board of directors may, in its absolute discretion and upon such terms and conditions as it deems appropriate, provide by resolution, adopted prior to such event and incorporated in the Acquisition Notice, that at some time prior to the effective date of such event this Option shall be exercisable as to all the consummation of the Change in Control Eventshares covered hereby, notwithstanding that this Option may not yet have become fully exercisable. Otherwise, upon an Acquisition, the Participant’s employment Option, whether vested or other relationship as an Eligible Participant unvested in whole or in part, shall expire and cease to be exercisable. (c) As used herein, "Termination of Membership" shall mean the time when Purchaser no longer serves on the Company's Board of Directors for whatever reason whatsoever, with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationcause.

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

Vesting. This cash incentive Award will vest and become payable upon final determination of the amount, if any, to be paid by the Committee, provided, however, that if such determination is made by the Committee prior to the Corporation’s filing with the Securities and Exchange Commission (“SEC”) of its Annual Report on Form 10-K that relates to the financial results for the Performance Period, then the cash incentive amount to be paid hereunder will not vest and become payable until after such filing is complete. Notwithstanding the foregoing, this cash incentive Award shall immediately vest (at the maximum Bonus Percentage of 50% of Recipient’s Bonus Opportunity) and become payable upon the occurrence of the following: (a) The RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice termination of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion Recipient’s employment by reason of the RSUs and shall therefore, subject to the payment death or Disability of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date.Recipient; or (b) Notwithstanding Recipient’s employment is terminated by the provisions of Section 10(b) of the Plan or Section 3(a) above, Corporation in the event anticipation of a Change in of Control, or (c) Recipient is employed by the Corporation or an affiliate thereof at the time a Change of Control Event:occurs, and at any time during the 18-month period following such Change of Control (provided that any cash incentive payment provided for hereunder shall have not already become due and been paid): (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, Recipient’s employment is terminated by the Acquiring CorporationCorporation or an affiliate thereof for any reason other than for death, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; andDisability or Cause, or (ii) If either Recipient terminates his/her employment for Good Reason within one year following the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or initial existence of the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue conditions giving rise to vest in accordance with the Vesting Schedulesuch Good Reason; provided, however, that these RSUs shall immediately become vested in full if, on or the event any of the foregoing triggering events occurs after the end of the Performance Period but prior to the first anniversary vesting of the date Award, then the amount of the consummation cash incentive payment to Recipient shall be the amount that would be due hereunder based on the performance of the Change Corporation calculated in Control Event, the Participant’s employment or other relationship as an Eligible Participant accordance with the Company or applicable Bonus Percentage set forth in Schedule A hereto, determined based on the Acquiring Corporation is terminated for Good Reason Corporation’s Adjusted EBITDA, multiplied by Recipient’s Bonus Opportunity, and such award shall not vest and become payable until final determination of the amount to be paid by the Participant or Corporation and the Committee (or, if such determination is terminated without Cause by made prior to the Company or Corporation’s filing with the Acquiring CorporationSEC of its Annual Report on Form 10-K that relates to the financial results for the Performance Period, then after such filing is complete).

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3 or Section 6 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The RSUs extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2019 and ending on August 31, 2022 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2022 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or any cash payment nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in lieu of RSU Shares will be delivered accordance with GAAP. Notwithstanding anything to the Participant contrary contained in the preceding sentence, in the event that, as soon determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as practicable following each Vesting Datea “Material Event”), but “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in any event within 30 days which the cumulative effect did not account for the occurrence of such datethe Material Event. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) following the Plan) and Performance Period shall be determined at the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedule; providedfollowing schedule: Below $9.75 0 % $9.75 20 % $11.65 100 % $12.50 150 % Notwithstanding the foregoing schedule, howeverno fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that these RSUs is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall immediately be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in full ifaccordance with this Section 2, on or prior subject to the first anniversary Committee determining that the corresponding Performance Goal and all other conditions for the vesting of the date Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the consummation Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Change in Control EventCompany for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Participantdetermination may be made by such Grantee’s employment divisional Executive Vice President or other relationship as an Eligible Participant with Chief Executive Officer, by the Chief Operating Officer of the Company or the Acquiring Corporation is terminated for Good Reason by the Participant President of the Company (each, an “Authorized Officer”). The Committee’s or is terminated without Cause Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company Company, or any other circumstance or event, including any circumstance or event outside the Acquiring Corporationcontrol of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal.

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

Vesting. (a) The RSUs If, at the time of execution of this Agreement, Employee has ten or more years until he reaches Normal Retirement Age, Employee's right to a Retirement Benefit shall vest over a period of 10 years, at the rate of 10% for each Year of Participation by Employee. If, at the time of execution of this Agreement, Employee has five or fewer years until he reaches Normal Retirement Age, Employee's right to a Retirement Benefit shall vest over a period of 5 years, at the rate of 20% for each Year of Participation by Employee. In addition, Employee shall become fully vested in accordance his or her Retirement Benefit upon the occurrence of his or her death, Disability or a Change in Control. Notwithstanding any other provision of this Agreement to the contrary, if Employee's employment with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule Company is terminated for Cause, Employee shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash forfeit his or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal her rights to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such datebenefits under this Agreement. (b) Notwithstanding Employee acknowledges and agrees that during the provisions of vesting period described in Section 10(b) of the Plan or Section 3(a3.4(a) above, the Company may, from time to time, be required by applicable law to withhold amounts for certain federal employment taxes related to or incurred in connection with the event amount of a Change the benefit vested during each Year of Participation (the "Employment Taxes"). Employee may elect, in Control Event: his sole discretion, to pay such Employment Taxes by either (i) If delivering to the Change Company a check, cash or other readily available funds in Control Event also constitutes a Reorganization Event (as defined in an amount equal to the Plan) and Employment Taxes no later than 30 days prior to the RSUs are not assumedend of the applicable Year of Participation, or substantially equivalent RSUs substitutedSUPPLEMENTAL BENEFIT AGREEMENT - A.R. GINN, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and JR. Page 4 (ii) If either executing such docu▇▇▇▇ation as the Change Company may require authorizing the Company to, beginning July 1 of the applicable Year of Participation, withhold from the Employee's compensation, in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or equal amounts per pay period, the Change in Control Event is not a Reorganization EventEmployment Taxes. Notwithstanding the foregoing, then in either case these RSUs shall continue to vest in accordance if Employee terminates service with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or Company subsequent to receiving a Year of Participation for vesting purposes under the Plan but prior to paying the first anniversary entire amount of Employment Taxes applicable to such Year of Participation, Employee agrees, in the sole discretion of the Company, to either (i) execute such documentation as the Company may require authorizing the Company to withhold from the Employee's final paycheck the balance of the Employment Taxes due or (ii) deliver to the Company a check, cash or other readily available funds in an amount equal to the Employment Taxes no later than the date of the consummation termination of the Change in Control Event, the Participant’s Employee's employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationCompany.

Vesting. (a) The RSUs shall vest in accordance with Subject to the Vesting Schedule set forth terms of this Agreement (including, without limitation, the Clawback and Recoupment provisions under Section 20, which impose further conditions on the Participant’s eligibility to earn the Shares subject to this Award), Participant’s interest in the Notice Restricted Share Units awarded under Section 1 will become vested and nonforfeitable as follows: thirty-three and one-third percent (33-1/3%) of Grant the Restricted Share Units will vest on each one year anniversary of the Award Date such that all of the Restricted Share Units will be fully vested after three (the “Vesting Schedule”). Any fractional shares resulting 3) years from the application Award Date so long as Participant remains a bona fide employee of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date Company or its Affiliates (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting DateEmployment”), except as provided in subparagraphs (c) and (d) below. Upon vesting, the Company shall settle American Depositary Receipts representing the vested portion of the RSUs and shall therefore, Shares subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares vested Restricted Share Units will be delivered to Participant from the Participant as soon as practicable following each Vesting DateTrust, but in any event within 30 days provided the withholding requirements of such dateSection 6 have been satisfied. (b) Notwithstanding If Participant’s Employment is terminated for any reason, then, except as otherwise provided in subparagraphs (c) or (d), all Restricted Share Units to the provisions extent not yet vested under subparagraph (a) on the date Participant ceases Employment will be forfeited by Participant without payment of Section 10(b) of the Plan any Shares or Section 3(a) above, in the event of a Change in Control Event:other consideration to Participant therefor. (ic) If the Change in Control Event also constitutes a Reorganization Event Participant’s Employment terminates by reason of death or Disability (as defined below), Participant’s interest in all Restricted Share Units awarded hereunder will become fully vested and nonforfeitable as of the Plan) and date of termination of Employment. For purposes of this Agreement, “Disability” means disability which entitles Participant to long-term disability benefits under the RSUs are not assumed, Company’s or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior Affiliate’s long-term disability plan as applicable to Participant at such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Scheduletime; provided, however, that these RSUs shall immediately become vested in full if, on or prior to such disability meets the first anniversary requirements of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationTreasury Regulation Section 1.409A-3(i)(4).

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The RSUs Performance Goal shall vest be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2021 and ending on August 31, 2024 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2024 (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the Vesting Schedule set forth contrary contained in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used preceding sentence, in the Vesting Schedule shall be rounded down event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the nearest whole number Company’s business (each of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter the foregoing events being referred to herein as the a “Vesting DateMaterial Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company shall settle to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the vested portion Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateMaterial Event. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) following the Plan) and Performance Period shall be determined at the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedule; providedfollowing schedule: Below [**Redacted] 0 % [**Redacted] 20 % [**Redacted] 100 % [**Redacted] 150 % Notwithstanding the foregoing schedule, howeverno fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that these RSUs is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall immediately be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in full ifaccordance with this Section 2, on or prior subject to the first anniversary Committee determining that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the consummation Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Exchange Act, the determination may be made by (i) such Grantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the Chief Operating Officer of the Company or by (iii) the President of the Company (each, an “Authorized Officer”). The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control EventControl. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the Participant’s employment or other relationship as an Eligible Participant with control of the Grantee, adversely affects the ability of the Company or the Acquiring Corporation is terminated for Good Reason by Grantee to satisfy the Participant Performance Goal or is terminated without Cause by in any way prevents the Company or satisfaction of the Acquiring CorporationPerformance Goal.

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

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

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

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

Vesting. (a) The RSUs shall vest Compensation, including Commission Payments and Account Maintenance Fees, are advanced to Dealers each month. All advances are contingent upon the Customer's continued purchase of Ameritech Service for the minimum number of consecutive days established in accordance with Part I as the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares)Period. If a cash payment is made any Customer stops buying, or Ameritech terminates, or suspends and later terminates (in lieu of delivering RSU Sharesall cases, deactivates) Service on or before the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as last day of the Vesting Date less Period (e.g., [CONFIDENTIAL TREATMENT REQUESTED] day after activation for Standard Service Plan Offerings other than those with a No Term Agreement) (commencing on the date of activation), no Commission Payment or Account Maintenance Fees will be earned. Furthermore, if a Customer downgrades his/her Service Plan to a Service Plan with a lower net monthly access cost (i.e., the net cost after any discounts, credits, etc. is lower) within the Vesting Period(s) for the Service Plan originally sold, Ameritech will charge back the Commission credited or paid for the original Service Plan per the appropriate Vesting Period, and then pay Dealer the Commission (or proportionate balance thereof) for the Service Plan to which the Customer has downgraded. In such case, the Vesting Period for the new Commission shall be deemed to have commenced on the date of activation of the line under the original Service Plan. In all such cases, Ameritech will either deduct advanced but unearned Commission Payments and Account Maintenance Fees from future payments, or obtain repayment from the Dealer. Nothing in this Section shall be construed to mean that Account Maintenance Fees are earned in full at the time of Vesting. On the contrary, Account Maintenance Fees are earned and paid in consideration of Dealer's performance of its obligations under this Agreement, including its availability to perform, and performance of, account maintenance-type services for Customers as an amount equal to any federalAmeritech Dealer, state, local and other taxes of any kind required to be withheld therefore are earned and paid only with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of Customers' Service periods which pre-date the date of the consummation termination or expiration of the Change in Control EventDealer's Sales Agreement, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by deletion of the Participant or is terminated without Cause by the Company or the Acquiring CorporationCustomer(s) from such Dealer's Account Maintenance Fee base.

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

Vesting. (a) The RSUs Restricted Stock shall vest in accordance three equal annual increments on the first three anniversaries of the Grant Date, subject to the Grantee’s continued employment with the Vesting Schedule set forth in Company and its Subsidiaries on each applicable vesting date. The vesting of the Notice shares of Grant (Restricted Stock shall be cumulative, but shall not exceed 100% of the “Vesting Schedule”)shares of Restricted Stock. Any If the foregoing schedule would produce fractional shares, the number of shares resulting from that vest on the application of any percentages used in the Vesting Schedule first two vesting dates shall be rounded down to the nearest whole number of RSUsshare and the fractional shares shall be accumulated and vest on the last vesting date. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, The period during which the Restricted Stock has not yet vested hereunder shall also be hereinafter referred to as the “Vesting DatePeriod.”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding any other provision of this Agreement, during the provisions of Section 10(b) of Vesting Period, the Plan Restricted Stock shall be immediately and unconditionally forfeited and revert to the Company, without any action required by the Grantee or Section 3(a) above, the Company in the event any of a Change in Control Eventthe following events occur: (i1) If The Grantee is dismissed as an employee of the Change Company and its Subsidiaries based upon fraud, theft, or dishonesty, which is reflected in Control Event also constitutes a Reorganization Event written or electronic notice given to the Grantee; (as defined 2) The Grantee purchases or sells securities of the Company in violation of the PlanCompany’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect, if any; (3) The Grantee breaches any duty of confidentiality including that required by the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect, if any; (4) The Grantee fails to assign any invention, technology, or related intellectual property rights to the Company within 30 days after the Company’s written request for such assignment, if such assignment is a condition of any agreement between the Company and the RSUs are not assumedGrantee; or (5) The Grantee breaches any non-solicitation or non-competition covenant by which the Grantee is bound, pursuant to the Employee Confidential Information and Invention Assignment Agreement or otherwise. (c) Notwithstanding the foregoing provisions of this Section 2, upon cessation of the Grantee’s employment with the Company and its Subsidiaries under any circumstances, including, without limitation, the Grantee’s resignation, death or disability, or substantially equivalent RSUs substituted, termination of employment by the Acquiring CorporationCompany or a Subsidiary, these RSUs the Restricted Stock shall automatically become vested in full be immediately prior and unconditionally forfeited and revert to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted Company, without any action required by the Grantee or the Change in Control Event is Company, to the extent that the Vesting Period has not a Reorganization Event, then in either case these RSUs shall continue to vest ended in accordance with Section 2(a) as of the Vesting Schedule; provided, however, date of such cessation of employment with the Company and its Subsidiaries. Shares of Restricted Stock that these RSUs shall immediately do not become vested in full if, on or prior pursuant to Section 2(a) shall be forfeited and the first anniversary Grantee shall cease to have any rights of a stockholder with respect to such forfeited shares as of the date of the consummation Grantee’s termination of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationemployment.

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

Vesting. (a) The RSUs shall a. Except as otherwise provided herein, provided that the Participant remains in service with the Company through the applicable vesting date, the Restricted Stock Units will vest in accordance with the Vesting Schedule set forth in following schedule: [first anniversary] One-Third [second anniversary] One-Third [third anniversary] One-Third If the Notice number of Grant (Restricted Stock Units vesting as of a vesting date is a fractional number, the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall number vesting will be rounded down up to the nearest whole number of RSUs. Upon each Vesting Date (orwith any fractional portion carried forward. a. The foregoing vesting schedule notwithstanding, and except as provided in Section 3.3 hereof, if applicablethe Participant’s service with the Company terminates for any reason at any time before all of his or her Restricted Stock Units have vested, the Participant’s unvested Restricted Stock Units shall be automatically forfeited upon such termination of service and neither the Company nor any Affiliate shall have any further obligations to the Participant under this Agreement. b. The foregoing vesting schedule notwithstanding, if the Participant’s service with the Company is terminated (i) by reason of the Participant’s death or “Disability,” (ii) by the Company or an earlier vesting date pursuant to Affiliate without “Cause,” (iii) by the Participant for “Good Reason,” (iv) by reason of the Participant’s “Retirement,” or (v) by reason of a termination of employment after the Company’s nonrenewal of the Term of Employment that meets all of the conditions of Section 3(b5(m)(i) below, whichor Section 5(m)(ii) of the Participant’s Employment Agreement, in effect as of the date of this grant, 100% of the unvested Restricted Stock Units shall vest as of the date of such event, termination (which shall also be hereinafter referred to treated as the “Vesting Date”vesting date” for purposes of Section 6.1), in each case, provided that the Participant complies with Section 5(i) of the Employment Agreement, in effect at the time of this grant. For purposes of this Agreement, “Disability,” “Cause,” “Good Reason” and “Term of Employment” are as defined under the Employment Agreement. For purposes of this Agreement, “Retirement” means the termination of service with the Company shall settle by the vested portion Participant with or without Good Reason or by the Company without Cause, in each case, after the Participant has attained age 55 and the sum of his age plus his years of service with the Company and its predecessors (including, in each case, fractional years) equals or exceeds 65 as of such termination date, and the Participant has at least five years of service with the Company and its predecessors as of such termination date, provided that the Participant complies with Section 5(i) of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board mayEmployment Agreement, in effect at the time of this grant. Years of service for this purpose will be based on all periods of employment with the Company and its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (predecessors as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Company in accordance with such rules and procedures as it may establish from time to time, provided that years of service shall include employment by Fixed Income Discount Advisory Company (“FIDAC”) during the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to time FIDAC was the first anniversary external manager of the date of the consummation of the Change Company. c. Vested Restricted Stock Units shall be payable at such time or times as specified in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationSection 6 below.

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

Vesting. The Performance Shares shall become vested, as and to the extent indicated below, only if and to the extent the Performance Condition is satisfied. The number of Performance Shares that become Net Performance Shares, as determined below, shall be equal to the sum (anot to exceed the number of Performance Shares specified in Paragraph B above (as that number may be adjusted pursuant to Section 6 of the Additional Term and Conditions)) of the results determined below. The RSUs shall vest in accordance with Debt to EBITDAR Performance Condition is satisfied to the Vesting Schedule set forth extent the "adjusted total debt to EBITDAR" ratio as defined in the Notice Amended and Restated Revolving Credit Agreement dated as of Grant February 28, 2007, as amended by First Amendment dated November 30, 2007 and further amended by Second Amendment dated May 21, 2008, and the Amended and Restated Note Purchase Agreement dated May 21, 2008, and as finally reported by the Company to its lenders for Fiscal Year 2010 is: The percentage of Performance Shares becoming Net Performance Shares (the “Vesting SchedulePerformance Percentage”). Any fractional shares resulting from ) determined by the application of any percentages used in the Vesting Schedule actual performance results shall be rounded down to multiplied by the nearest whole number of RSUs. Upon each Vesting Date Performance Shares specified in Paragraph B above (or, if applicable, an earlier vesting date as that number may be adjusted pursuant to Section 3(b6 of the Additional Term and Conditions); provided, however, the number of Net Performance Shares shall be capped at the number of Performance Shares specified in Paragraph B above (as that number may be adjusted pursuant to Section 6 of the Additional Term and Conditions). The Performance Shares that do not become Net Performance Shares shall be forfeited as of the date of the 2010 meeting of the Committee (the “Performance Determination Meeting”) belowin which the Committee determines the extent to which the performance actually realized, whichas measured against the Performance Condition, results in fewer than all (or none) of the Performance Shares becoming Net Performance Shares based upon the performance schedule set forth above. If no Performance Shares become Net Performance Shares by reason of such eventCommittee determination, all Performance Shares shall also be hereinafter forfeited. The Net Performance Shares which have satisfied the Performance Condition are herein referred to as the “Vesting Date”), the Company shall settle the vested Vested Shares.” Any portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash Performance Shares or part cash and part RSU Net Performance Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU which have not become Vested Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs this Paragraph C shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationbe forfeited.

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3, Section 6 or Section 7 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The RSUs extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2024 and ending on August 31, 2027 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2027 (the “Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target; and (5) any other unusual or any cash payment nonrecurring gains or losses which are separately identified and quantified, including charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in lieu of RSU Shares will be delivered accordance with GAAP. Notwithstanding anything to the Participant contrary contained in the preceding sentence, in the event that, as soon determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as practicable following each Vesting Datea "Material Event"), but “adjusted core earnings per share" determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share" for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in any event within 30 days which the cumulative effect did not account for the occurrence of such datethe Material Event. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) shall be determined at the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedule; providedfollowing schedule, howeverusing linear interpolation, as determined by the Committee: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that these RSUs is, 200 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall immediately be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in full ifaccordance with this Section 2, on or prior subject to Committee determination that the first anniversary Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the consummation Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period ("Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of the Company for purposes of Section 16 of the Exchange Act, the determination may be made by (i) such ▇▇▇▇▇▇▇'s divisional Executive Vice President or the Chief Executive Officer of the Company, (ii) the Chief Operating Officer of the Company or (iii) the President of the Company (each, an "Authorized Officer"). The Committee’s or such Authorized Officer's good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control EventControl. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the Participant’s employment or other relationship as an Eligible Participant with control of the Grantee, adversely affects the ability of the Company or the Acquiring Corporation is terminated for Good Reason by Grantee to satisfy the Participant Performance Goal or is terminated without Cause by in any way prevents the Company or satisfaction of the Acquiring CorporationPerformance Goal.

Vesting. (a) The RSUs granted to the Non-Employee Director shall vest and payment in respect of such number of RSUs shall be made in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down Section 2(e) as to the nearest whole number percentage of RSUs. Upon the RSUs indicated on the dates specified below (each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “RSU Vesting Date”), provided that the Company shall settle Non-Employee Director has remained in the vested portion continuous service as a member of the Company’s Board from the Grant Date through and including each applicable RSU Vesting Date, except as provided in Sections 2(b) and 2(c): Date Incremental Percentage ofAward Becoming Vested Grant Date 50% First Anniversary of the Grant Date 50% Any fractional RSUs resulting from the strict application of the incremental percentages set forth above will be disregarded and shall therefore, subject to the payment actual number of RSUs becoming vested on any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each specific RSU that vests on such Vesting Date will cover only the full number of RSUs determined by applying the relevant incremental percentage. (b) In the “RSU Shares”). Alternatively, event that during the period of the Non-Employee Director’s service on the Board mayafter the Grant Date: (i) the Non-Employee Director dies, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling or (ii) the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to Non-Employee Director incurs a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value disability (as determined by the Board) of the RSU Shares Board Committee), (such events are collectively referred to as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event“Acceleration Events”), then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these all outstanding unvested RSUs shall immediately become vested in full if, on or prior to the first anniversary vest and be payable as of the date of the consummation applicable Acceleration Event, subject to Section 2(d) below. (c) In the event that during the period of the Non-Employee Director’s service on the Board after the Grant Date a Change in Control Eventshall occur, then all outstanding unvested RSUs that have not been forfeited prior to the date of such Change in Control shall vest and be payable on the date of such Change in Control. (d) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Sections 2(a), 2(b) or 2(c) above is not a Business Day (as defined below), the Participant’s employment or other relationship as an Eligible Participant with vesting shall automatically be delayed until the Company or the Acquiring Corporation is terminated first Business Day following that calendar date. “Business Day” means a date on which commercial banks in New York, New York are open for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationgeneral business.

Vesting. (a) The RSUs shall vest Except as provided in accordance with the Vesting Schedule set forth in the Notice of Grant subparagraph (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(bb) below, which, in such event, shall also be hereinafter referred order to as become vested in the “Vesting Date”)Target Units, the Company shall settle the vested portion of the RSUs and shall thereforeParticipant must continue to be employed by, subject or providing service to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event Employer (as defined in the Plan) and from the RSUs are not assumed, or substantially equivalent RSUs substituted, by Award Date through the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and Redemption Date (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Scheduleas defined below); provided, however, that these RSUs the number of Target Units that shall immediately become vested shall be determined based on satisfaction of the Performance Goals. No vesting of the Target Units shall occur until the Committee has certified the level of achievement of the Performance Goals, which certification shall occur as soon as administratively practicable after the end of the applicable performance period, but not later than sixty (60) days following the end of the applicable performance period (the “Certification Date”). Any portion of the Target Units that do not become vested because of the failure to fully satisfy the Performance Goals shall be forfeited as of the Certification Date and the Participant shall have no rights with respect to redemption of the portion of the Target Units that have become forfeited. (b) Except as provided in full ifsubparagraphs (c) and (d) below, on or if at any time prior to the Redemption Date the Participant’s employment or service with the Employer terminates for any reason other than death, Disability (as defined in the Plan) or Retirement (as defined in the Plan), all of the Target Units subject to this Award Agreement will be immediately forfeited and the Participant shall have no rights with respect to the redemption of any portion of the Target Units. (i) Notwithstanding any provision to the contrary herein, if the Participant’s employment or service with the Company is terminated on account of the Participant’s Retirement and the Committee makes the determination described in clause (ii) of this subparagraph (c), then the Participant shall continue to be eligible to earn the Target Units, subject to and based on the level of achievement of the Performance Goals as certified by the Committee, and shall be eligible to receive payment of the Target Units as set forth herein; provided, that the portion of the Participant’s Target Units that the Participant shall be eligible to receive shall be determined based on the Participant’s age and term of employment with or service to the Company or an Affiliate of the Company, as set forth in the following clauses (1) — (6): (1) In the event the Participant’s Retirement occurs after the Participant has attained age 55 or 56, with at least 10 years of employment or service for the Company or an Affiliate, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the first anniversary of the date of Retirement. (2) In the consummation event the Participant’s Retirement occurs after the Participant has attained age 57 or 58, with at least 8 years of employment or service for the Company or an Affiliate, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the second anniversary of the Change date of Retirement. (3) In the event the Participant’s Retirement occurs after the Participant has attained age 59 or 60, with at least 6 years of employment or service for the Company or an Affiliate, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the third anniversary of the date of Retirement. (4) In the event the Participant’s Retirement occurs after the Participant has attained age 61 or 62, with at least 4 years of employment or service for the Company or an Affiliate, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the third anniversary of the date of Retirement. (5) In the event the Participant’s Retirement occurs after the Participant has attained age 63 or 64, with at least 2 years of employment or service for the Company or an Affiliate, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the third anniversary of the date of Retirement. (6) In the event the Participant’s Retirement occurs after the Participant has attained age 65 or older, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the third anniversary of the date of Retirement. (ii) In order for the Participant to continue to remain eligible to earn the Target Units following the Participant’s termination of employment or service on account of Retirement as set forth in Control Eventthis subparagraph (c), the Committee must make a determination, evidenced by an affirmative action on the part of the Committee, that such termination of employment or service constitutes termination of employment or other active for-profit service that is undertaken in good faith by the Participant, meaning, among other factors that may be taken into account in the sole discretion of the Committee, that the termination of employment or service is determined by the Committee, in its sole discretion, (i) not to be materially detrimental to the business interests of the Company, (ii) not to result in a violation of any obligations of the Participant to the Company, and (iii) to be motivated by the Participant’s intention, following such termination, to cease working on a full-time basis, for the Company or any other employer, or to provide services, whether on a consulting, independent contractor, employee or other basis to any entity engaged in the business of owning, operating or developing commercial real estate. Absent such an affirmative action on the part of the Committee, the Participant shall not remain eligible to earn the Target Units referred to in this subparagraph (c) and the Target Units will be immediately forfeited. (d) Notwithstanding any provision to the contrary herein, if the Participant’s employment or other relationship as an Eligible Participant service with the Company or the Acquiring Corporation is terminated for Good Reason on account of the Participant’s death, or Disability, the Participant shall continue to be eligible to earn the Target Units based on the level of achievement of the Performance Goals as certified by the Participant or is terminated without Cause by Committee, and shall receive payment of the Company or the Acquiring CorporationTarget Units as set forth herein.

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

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

Vesting. (ai) The RSUs All of the Restricted Stock Units shall initially be unvested. All Restricted Stock Units shall vest in accordance with based on the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion Company’s achievement of the RSUs and Performance Goals. The Compensation Committee shall therefore, subject to the payment determine achievement of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, Performance Goals in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu the date upon which the Compensation Committee determines such performance shall be the applicable vesting date (the “Date of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued sharesVesting”). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal Grantee terminates Grantee’s Business Relationship with Lands’ End prior to the fair market value Date of Vesting (except as determined by the Boardprovided in subsection 3(a)(ii) and (iii) below), such Grantee shall forfeit any unvested Restricted Stock Units upon such termination of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateemployment. (bii) Notwithstanding If, following the provisions of Section 10(btwelve (12) month anniversary of the Plan or Section 3(a) aboveIssuance Date, in Grantee’s Business Relationship with Lands’ End terminates due to the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event Grantee’s permanent and total disability (as defined in the PlanCompany’s long-term disability program, regardless of whether the Grantee is covered by such program) (“Disability”), Restricted Stock Units not previously vested shall remain eligible to vest on a prorated basis through the date of termination based on actual performance of the Company at the end of the Performance Period. (iii) If, following the twelve (12) month anniversary of the Issuance Date, Grantee’s Business Relationship with Lands’ End terminates due to the Grantee’s death, Restricted Stock Units not previously vested shall remain eligible to vest on a prorated basis through the date of death, and his or her estate shall be eligible to receive such pro-rated Restricted Stock Unit award, payable in cash based on actual performance of the Company at the end of the Performance Period. (iv) Any proration of the Restricted Stock Units described in subsections 3(a)(ii) and(iii) shall be based on a fraction, the numerator of which is the number of full months lapsed during the Performance Period through the date of termination or death, as applicable, and the denominator of which is the full number of months in the Performance Period (the “Pro Rata Fraction”) and the RSUs are not assumednumber of Restricted Stock Units which vest per subsections 3(a)(ii) and (iii), or substantially equivalent RSUs substituted, shall be determined by multiplying (i) the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and .Pro Rata Fraction by (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or number of Restricted Stock Units that would have vested based on actual performance as determined by the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with Compensation Committee at the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary end of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationPerformance Period.

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

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

Vesting. (a) The RSUs Subject to the terms and conditions of this Agreement, including the clawback and forfeiture provisions under Section 6 and Section 10 below, the Earned PSUs (as defined below), if any, shall vest vest, and the restrictions with respect to the PSUs shall lapse, on the dates and in the amounts set forth in this Agreement if you remain continuously employed by the Company or an Affiliate until the date you become vested in accordance with the Vesting Schedule terms and conditions of this Agreement. (b) The number of PSUs that shall become earned, if any, following the end of the period commencing on ______, 20__ (the “Commencement Date”) and ending on _______, 20__ (the “Performance Period”) shall be determined by multiplying the PSUs by the Earned Percentage, calculated as set forth in Exhibit A to this Agreement, and may range from zero to two hundred percent (200%) of the Notice PSUs. [Notwithstanding the foregoing, the number of PSUs earned under this Section 3(b) with respect to PSUs settled based on results during the entire Performance Period shall be reduced so that the PSU Ending Value does not exceed [five] times the PSU Grant Value. For purposes of this Section 3(b), (i) the “Vesting Schedule”PSU Grant Value” shall be the number of granted PSUs multiplied by the closing price of the Company’s Common Stock on the Grant Date, and (ii) the “PSU Ending Value” shall be the sum of (A) the earned PSUs calculated as set forth in Exhibit A multiplied by the Closing Average Period Value plus (B) the fair market value as of the last day of the Performance Period of any amounts (without interest) payable in accordance with Sections 7(b) and 7(c) through the last day of the Performance Period; provided, however, that any Common Stock described in this clause (B) shall be valued using the Closing Average Period Value. For purposes of this Section 3(b), the “Closing Average Period Value” means the average closing price of the Company’s Common Stock over the Closing Average Period. Any fractional shares resulting from the application of any percentages used in the Vesting Schedule such reduction shall be rounded down to the nearest whole PSU. The number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to earned PSUs determined under this Section 3(b) below, which, in such event, shall also be hereinafter is referred to below as the “Vesting DateEarned PSUs.”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.]

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3, Section 6 or Section 7 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The RSUs extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2025, and ending on August 31, 2028 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2028 (the “Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target; and (5) any other unusual or any cash payment nonrecurring gains or losses which are separately identified and quantified, including charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in lieu of RSU Shares will be delivered accordance with GAAP. Notwithstanding anything to the Participant contrary contained in the preceding sentence, in the event that, as soon determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as practicable following each Vesting Datea "Material Event"), but “adjusted core earnings per share" determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share" for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in any event within 30 days which the cumulative effect did not account for the occurrence of such datethe Material Event. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) shall be determined at the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedule; providedfollowing schedule, howeverusing linear interpolation, as determined by the Committee: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that these RSUs is, 200 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall immediately be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in full ifaccordance with this Section 2, on or prior subject to Committee determination that the first anniversary Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the consummation Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period ("Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of the Company for purposes of Section 16 of the Exchange Act, the determination may be made by (i) such ▇▇▇▇▇▇▇'s divisional Executive Vice President or the Chief Executive Officer of the Company, (ii) the Chief Operating Officer of the Company or (iii) the President of the Company (each, an "Authorized Officer"). The Committee’s or such Authorized Officer's good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control EventControl. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the Participant’s employment or other relationship as an Eligible Participant with control of the Grantee, adversely affects the ability of the Company or the Acquiring Corporation is terminated for Good Reason by Grantee to satisfy the Participant Performance Goal or is terminated without Cause by in any way prevents the Company or satisfaction of the Acquiring CorporationPerformance Goal.

Vesting. The Award of Stock Units is subject to the following performance and employment-based vesting terms and conditions: (a) The RSUs shall vest in accordance with the Vesting Schedule Except as otherwise set forth in herein, the Notice Stock Units shall be considered performance-based (“Performance-Based”) and shall become vested and payable with respect to that number of Grant Stock Units subject to this Award Agreement that correlates to the performance objective achieved for the three-year performance period beginning [Date] and ending [Date] (the “Vesting SchedulePerformance Period”). Any fractional shares resulting from ) set forth on the application of any percentages used in attached Exhibit A, as determined by the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, Committee in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu provided you remain continuously employed by the Company from the Date of settling Grant through the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion end of the Board to settle in cash shall not apply to a Participant who is subject to Canadian taxPerformance Period. Notwithstanding the foregoing, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) none of the RSU Shares as of Stock Units shall become vested and payable if the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to performance objective for the vesting of Performance Period set forth on Exhibit A is not achieved at or above the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such datedesignated levels set forth therein. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of Upon a Change in Control Event: (i) before the end of the Performance Period, the Stock Units subject to this Award Agreement shall become eligible to vest and become payable with respect to the Target Number of Stock Units. In the event no provision is made for the continuance, assumption or substitution by the Company or its successor in connection with a Change in Control of the Stock Units, then, contemporaneously with the Change in Control, the Stock Units shall become vested and payable with respect to the Target Number of Stock Units, to the extent not vested previously, subject to your continued employment with the Company until the date of the Change in Control. If provision is made for the continuance, assumption or substitution by the Company or its successor in connection with the Change in Control Event also constitutes a Reorganization Event (as defined in of the Plan) Stock Units subject to this Award Agreement, then the Stock Units shall become vested and payable with respect to the RSUs are Target Number of Stock Units, to the extent not assumedvested previously, subject to your continued employment with the Company through the last day of the Performance Period or, if earlier, contemporaneously with the termination of your employment with the Company if your employment is terminated by you for Good Reason or substantially equivalent RSUs substituted, is terminated by the Acquiring CorporationCompany, these RSUs shall automatically become vested and such termination is not a Termination for Cause, in full immediately prior to such Change in Control Event; and (ii) If either each case on or after the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to before the first anniversary end of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.Performance Period. “

Vesting. (a) The RSUs Initial Grant awarded under Section 1 shall vest become vested and nonforfeitable in accordance with the Vesting Schedule set forth following schedule so long as Participant remains in service as a Non-Employee Director of the Company (or any of its Subsidiaries). (1) On ________________, 33% of the Initial Grant shall become fully vested and nonforfeitable. (2) On ________________, 33% of the Initial Grant shall become fully vested and nonforfeitable. (3) On ________________, the balance of the Initial Grant shall become fully vested and nonforfeitable. (b) The Regular Grant awarded under Section 1 shall become vested and nonforfeitable in accordance with the following schedule so long as Participant remains in service as a director of the Company (or any of its Subsidiaries). (1) On ________________, 100% of the Regular Grant shall become fully vested and nonforfeitable. (c) If Participant ceases to be a Non-Employee Director of the Company or any of its Subsidiaries for any reason other than death, disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended ("Disability"), or departure from the Board as defined from time to time in the Notice rotation policy of Grant the Company's Corporate Governance Guidelines ("Retirement"), all Restricted Stock Units to the “Vesting Schedule”). Any fractional shares resulting from extent not yet vested under subsections (a) and (b) on the application of any percentages used in the Vesting Schedule date Participant ceases to be a Non-Employee Director shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the forfeited by Participant without payment of any taxes pursuant consideration to Section 8(bParticipant therefor. (d) If Participant's service as a Non-Employee Director of the Company (or any of its Subsidiaries) terminates by reason of death, Disability or Retirement, or if the Company is subject to a Change in Control (as defined below) while Participant is a Non-Employee Director of the Company (or any of its Subsidiaries), issue Participant's interest in all Restricted Stock Units awarded hereunder shall become fully vested and deliver to nonforfeitable as of the Participant one share date of Common Stock for each RSU that vests on such Vesting Date death, Disability, Retirement or Change in Control. (the “RSU Shares”). Alternatively, the Board e) The Committee may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to accelerate the vesting of the RSUs. The RSUs or any cash payment in lieu Regular Grant on a pro rata basis if Participant does not stand for re-election as a member of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting DateBoard of Directors of the Company and its Subsidiaries, but in any event within 30 days effective upon termination of such dateservice. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.

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

Vesting. (a) The RSUs shall vest in accordance as follows, subject to the Grantee's continued employment with the Vesting Schedule Company or a Subsidiary or Affiliate. Within sixty (60) days following the end of each annual performance period set forth in (a), (b) and (c) below, the Notice of Grant (Compensation Committee shall meet and shall certify in writing whether the “Vesting Schedule”)applicable performance goals have been achieved for each such year. Any fractional shares resulting from RSUs created by the application of any percentages used in the Vesting Schedule shall vesting calculations described below will be rounded down to the nearest a whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date share number; no fractional shares will be delivered pursuant to Section 3(bthis Award. For purposes of this Award Agreement, [Performance Criteria] will be calculated based on [Insert Definition of Performance Criteria Calculation]. (a) below[Performance Criteria – Year One]. If the Company's [Performance Criteria] for the period from [Insert dates for Performance Period, whichYear One] is [Insert Performance Criteria Target], in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion one-third of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that will vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to date the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateCompensation Committee certifies performance. (b) Notwithstanding [Performance Criteria – Year Two]. If the provisions Company's [Performance Criteria] for the period from [Insert dates for Performance Period, Year Two] is [Insert Performance Criteria Target], a total of Section 10(b) two-thirds of the Plan or RSUs will vest as of the date the Compensation Committee certifies performance, including any RSUs that vested under Section 3(a) above, in the event of a Change in Control Event:. (ic) [Performance Criteria – Year Three]. If the Change in Control Event also constitutes a Reorganization Event (Company's [Performance Criteria] for the period from [Insert dates for Performance Period, Year Three] is [Insert Performance Criteria Target], all RSUs that have not yet vested will vest as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date the Compensation Committee certifies performance (the "Certification Date"). Provided however that if the Company has any material acquisitions or divestitures during the term of this performance period then [Performance Criteria] shall be calculated without including the benefits of any acquired businesses and shall be adjusted to reflect the disposition of any such business(es) by recalculating the performance targets by excluding the projected operating profit and assets, as of year-end [Insert Year] of the consummation of divested business(es) for the Change in Control Eventthree year period. Additionally, the Participant’s employment [Performance Criteria] will also be adjusted for any asset impairments or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationrestructuring charges.

Vesting. (a) The RSUs Subject to Section 2(b) and Section 2(c) and the Maximum Cap described below, and except as otherwise provided in Section 2(c)(iv), the number of Phantom Shares that shall vest on the Vesting Date, if any, shall be calculated in accordance with Exhibit A attached hereto based upon the achievement of the performance goals set forth on Exhibit A (the “Performance Goals”) during the period (the “TSR Performance Period”) beginning on January 1, 202_ and ending on the Vesting Schedule Date (December 31, 202_); provided that, to the extent that any fractional Shares result, the number of Phantom Shares eligible for settlement (as set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule Section 4) shall be rounded down up to the nearest whole number of RSUsshare. Upon each Any Phantom Shares granted hereunder that do not vest on the Vesting Date shall be forfeited. (orb) Except as otherwise provided in this Section 2, if applicablethe Grantee experiences a Termination of Service for any reason prior to the Vesting Date, an earlier vesting date pursuant the Phantom Shares shall, with no further action, be forfeited and cease to be outstanding as of the Grantee’s Termination of Service. (c) The following terms shall apply in the event of a Termination of Service: (i) Subject to Section 3(b) below, which2(c)(iv), in such eventthe event that, shall also be hereinafter referred prior to as the “Vesting Date”, the Grantee experiences a Termination of Service by the Company without Cause (as 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 5(k) of the Company Employment Agreement relating to execution of a release, the Grantee shall settle the vested vest in a pro-rata portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Phantom Shares as of the Vesting Date. The pro-rata portion shall be calculated as the number of Phantom Shares that would have vested on the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting based upon achievement of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to Performance Goals if the Participant as soon as practicable following each Grantee remained employed through the Vesting Date, multiplied by a fraction, (x) the numerator of which is the number of days in the TSR Performance Period that elapse through the anniversary of the Grant Date that immediately follows the Grantee’s Termination of Service (but in any event within 30 days not beyond the Vesting Date) and (y) the denominator of such date. (b) which is 1,095. Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) aboveforegoing, in the event that in connection with the Grantee’s Termination of Service the Company, the Company is managed by an external manager pursuant to a Change management and advisory contract and such external manager has provided the Grantee with an offer of employment (A) on economic terms that are at least substantially equivalent in Control Event:form and economic substance (and not in the aggregate) to those provided to the 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 requirements of (A) and (B), a “Qualifying Offer”), then, regardless of whether the Grantee accepts such offer of employment, this Section 2(c)(i) shall have no effect and the Grantee shall not be entitled to receive the vesting described in this Section 2(c)(i) or Section 2(c)(iv). (iii) If Subject to Section 2(c)(iv), in the Change in Control Event also constitutes event that, prior to the Vesting Date, the Grantee experiences a Reorganization Event Termination of Service on account of the Grantee’s death or Disability (as defined in the PlanEmployment Agreement), then the number of Phantom Shares that shall vest, if any, on the Vesting Date shall be the number of Phantom Shares that would have vested on the Vesting Date based upon achievement of the Performance Goals if the Grantee remained employed through the Vesting Date; provided that, such vesting shall be subject to Section 5(k) and of the RSUs are not assumedEmployment Agreement relating to execution of a release, or substantially equivalent RSUs substituted, by if the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; andGrantee experiences a Termination of Service on account of the Grantee’s Disability. (iiiii) If either [Subject to Section 2(c)(iv), in the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Eventevent that, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary Vesting Date, the Grantee experiences a Termination of Service on account of the date 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 consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporation.Employment

Vesting. Subject to the remaining provisions of this Award: (a) Time-vesting SARs. The RSUs SARs shall vest, with respect to the number of Shares indicated above in the box labeled “Time-vesting SARs,” if you remain continuously employed by the Company until the respective dates below. You may exercise them as to the number of SARs, in full or in part, at any time on or after the earliest Exercise Date or Dates identified in the following table: (b) Performance-vesting SARs: The SARs shall vest, in an amount up to your Maximum Performance-vesting SARs (defined below) on March 1, [YEAR 4],1 subject to your continued employment to that date and except as otherwise provided in Section 2 below. The precise amount in which you may vest will be determined in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall thereforefollowing rules, subject to certification by the payment Committee of any taxes pursuant to Section 8(b)the Company's Economic Value Added (EVA) growth over the [YEAR 1] through [YEAR 3] fiscal years, issue and deliver relative to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (normalized EVA growth, over the “RSU Shares”). Alternativelysame period, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined peer companies identified by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control EventCommittee: (i) If the Change Company's EVA growth is at the median level of the Company's peer group, you will have the opportunity to vest in Control Event also constitutes a Reorganization Event all of the Performance-vesting Shares (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; andat Target Level). (ii) If either the Change in Control Event Company's EVA growth is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or above the Change in Control Event is not a Reorganization Eventmedian level of the Company's peer group, then in either case these RSUs shall continue you will have the opportunity to vest in accordance a multiple (set by the Committee) of your Performance-vesting SARs, up to your Maximum Performance-vesting SARs. (iii) If the Company's EVA growth is below the median level of the Company's peer group but above the 40th percentile of the peer group, you will have the opportunity to vest in at least a fraction (set by the Committee) of your Performance-vesting SARs (so that the Total Number of SARs vested will be less than the Target Level). 1 For awards with an Award Date of December 3,[YEAR]. For awards with a later Award Date, throughout this Award “March 1, [YEAR 4]” means the Vesting Schedule; providedlater of March 1, however, that these RSUs shall immediately become vested in full if, on [YEAR 4] or prior to the first third anniversary of the date Award Date. (iv) If the Company's EVA growth is at or below the 40th percentile of the consummation Company's peer group, you will not have the opportunity to vest in any portion of your Performance-vesting SARs (at Target Level or otherwise). Your “Maximum Performance-vesting SARs” is 200% of the Change number of SARs indicated above in Control Event, the Participant’s employment or other relationship as an Eligible Participant with box labeled “Total Number of SARs (at Target Level)” minus the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationnumber of your Time-vesting SARs.

Vesting. (ai) The RSUs All of the Restricted Stock Units shall initially be unvested. All Restricted Stock Units shall vest based on the Company’s achievement of the Performance Goals. The Compensation Committee shall determine achievement of such Performance Goals in accordance with its sole discretion when the Vesting Schedule set forth in Company completes its annual audit for the Notice Company’s last fiscal year of Grant the Performance Period, but no later than 90 days following the end of such fiscal year, and the date upon which the Compensation Committee determines such performance shall be the applicable vesting date (the “Vesting ScheduleDate of Vesting”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down If Grantee terminates Grantee’s Business Relationship with Lands’ End prior to the nearest whole number Date of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(bexcept as provided in subsection 3(a)(ii) and (iii) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company such Grantee shall settle the vested portion forfeit any unvested Restricted Stock Units upon such termination of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such dateBusiness Relationship. (bii) Notwithstanding If, following the provisions of Section 10(btwelve (12) month anniversary of the Plan or Section 3(a) aboveIssuance Date, in Grantee’s Business Relationship with Lands’ End terminates due to the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event Grantee’s permanent and total disability (as defined in the PlanCompany’s long-term disability program, regardless of whether the Grantee is covered by such program) (“Disability”), Restricted Stock Units not previously vested shall remain eligible to vest on a prorated basis through the date of termination based on actual performance of the Company at the end of the Performance Period. (iii) If, following the twelve (12) month anniversary of the Issuance Date, Grantee’s Business Relationship with Lands’ End terminates due to the Grantee’s death, Restricted Stock Units not previously vested shall remain eligible to vest on a prorated basis through the date of death, and Grante▇’▇ ▇▇▇ate shall be eligible to receive such pro-rated Restricted Stock Unit award, payable in cash based on actual performance of the Company at the end of the Performance Period. (iv) Any proration of the Restricted Stock Units described in subsections 3(a)(ii) and(iii) shall be based on a fraction, the numerator of which is the number of full months lapsed during the Performance Period through the date of termination or death, as applicable, and the denominator of which is the full number of months in the Performance Period (the “Pro Rata Fraction”) and the RSUs are not assumednumber of Restricted Stock Units which vest per subsections 3(a)(ii) and (iii), or substantially equivalent RSUs substituted, shall be determined by multiplying (i) the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and .Pro Rata Fraction by (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or number of Restricted Stock Units that would have vested based on actual performance as determined by the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with Compensation Committee at the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary end of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationPerformance Period.

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

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

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

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

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

Vesting. (aSubject to Section 3(c) The RSUs shall vest in accordance with and Section 5(d), on each of the Vesting Schedule dates set forth in the Notice of Grant (table below under the column labeled “Vesting Schedule”). Any fractional shares resulting Date,” the restrictions imposed under Section 3(a) will lapse and be removed from the application number of any percentages used shares of Granted Stock set forth in the Vesting Schedule shall be rounded down to table below opposite that date under the nearest whole number column labeled “Number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Shares Vesting.” Removal of the restrictions imposed under Section 3(b3(a) below, which, in such event, shall from particular shares of Granted Stock is also be hereinafter referred to as “vesting” of those shares and shares from which the restrictions have been removed are referred to as “Vesting Date”)vested.” However, notwithstanding the Company shall settle the vested portion of the RSUs and shall thereforeforegoing, subject to the payment of if any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Cancellation Event (as defined in Section 3(c)) has occurred, then vesting of any shares of Granted Stock scheduled to vest on or after the Plantime that Cancellation Event occurred will be deferred and will not occur and such shares will remain subject to all restrictions hereunder unless and until such Cancellation Event, if susceptible of cure, is fully cured prior to cancellation by Exult of such shares. Repetition of a previously cured Cancellation Event will trigger a new deferral. Further, if the conditions to vesting for any shares set forth in Section 5(d) and the RSUs are not assumed, or substantially equivalent RSUs substituted, met by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Eventscheduled vesting date, then vesting of those shares shall be deferred and will not occur and such shares will remain subject to all restrictions hereunder for up to 90 days following the scheduled vesting date, unless and until all conditions to vesting are met (a “Section 5(d) Deferral”). This 90-day period will be extended by one day for each day (if any) from the vesting date until the date that Exult provides the registration described in either case these RSUs shall continue Section 6(i), and by an additional day for each day (if any) that the registration described in Section 6(i) may be made unavailable before it has been available for at least 20 days. If all conditions to vest in accordance with vesting have not been met by the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary end of the date Section 5(d) Deferral, as it may be extended pursuant to this Section 3(b), then the shares to which those conditions applied will be cancelled and C▇▇▇▇▇▇▇ shall have no rights to or in respect of cancelled shares except the consummation of right to receive the Change Acquisition Consideration in Control Eventrespect thereof. No cancellation shall occur during any Section 5(d) Deferral, and C▇▇▇▇▇▇▇ shall have the Participant’s employment or other relationship as an Eligible Participant with right at any time during any Section 5(d) Deferral to cause vesting to occur by meeting the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationconditions in Section 5(d).

Vesting. (a) The RSUs Restricted Stock shall vest in accordance three equal annual increments on the first three anniversaries of the Grant Date, subject to the Grantee’s continued employment with the Vesting Schedule set forth in Company and its Subsidiaries on each applicable vesting date. The vesting of the Notice shares of Grant (Restricted Stock shall be cumulative, but shall not exceed 100% of the “Vesting Schedule”)shares of Restricted Stock. Any If the foregoing schedule would produce fractional shares, the number of shares resulting from that vest on the application of any percentages used in the Vesting Schedule first two vesting dates shall be rounded down to the nearest whole number of RSUsshare and the fractional shares shall be accumulated and vest on the last vesting date. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, The period during which the Restricted Stock has not yet vested hereunder shall also be hereinafter referred to as the “Vesting DatePeriod.”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding any other provision of this Agreement, during the provisions of Section 10(b) of Vesting Period, the Plan Restricted Stock shall be immediately and unconditionally forfeited and revert to the Company, without any action required by the Grantee or Section 3(a) above, the Company in the event any of a Change in Control Eventthe following events occur: (i1) If The Grantee is dismissed as an employee of the Change Company and its Subsidiaries based upon fraud, theft, or dishonesty, which is reflected in Control Event also constitutes a Reorganization Event written or electronic notice given to the Grantee; (as defined 2) The Grantee purchases or sells securities of the Company in violation of the PlanCompany’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect, if any; (3) The Grantee breaches any duty of confidentiality including that required by the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect; (4) The Grantee fails to assign any invention, technology, or related intellectual property rights to the Company within 30 days after the Company’s written request for such assignment, if such assignment is a condition of any agreement between the Company and the RSUs are not assumedGrantee; or (5) The Grantee breaches any non-solicitation or non-competition covenant by which the Grantee is bound, pursuant to the Employee Confidential Information and Invention Assignment Agreement or otherwise, subject to applicable law. (c) Notwithstanding the foregoing provisions of this Section 2, upon cessation of the Grantee’s employment with the Company and its Subsidiaries under any circumstances, including, without limitation, the Grantee’s resignation, death or disability, or substantially equivalent RSUs substituted, termination of employment by the Acquiring CorporationCompany or a Subsidiary, these RSUs the Restricted Stock shall automatically become vested in full be immediately prior and unconditionally forfeited and revert to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted Company, without any action required by the Grantee or the Change in Control Event is Company, to the extent that the Vesting Period has not a Reorganization Event, then in either case these RSUs shall continue to vest ended in accordance with Section 2(a) as of the Vesting Schedule; provided, however, date of such cessation of employment with the Company and its Subsidiaries. Shares of Restricted Stock that these RSUs shall immediately do not become vested in full if, on or prior pursuant to Section 2(a) shall be forfeited and the first anniversary Grantee shall cease to have any rights of a stockholder with respect to such forfeited shares as of the date of the consummation Grantee’s termination of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationemployment.

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

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

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3 or Section 6 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The RSUs extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2018 and ending on August 31, 2021 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2021 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or any cash payment nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in lieu of RSU Shares will be delivered accordance with GAAP. Notwithstanding anything to the Participant contrary contained in the preceding sentence, in the event that, as soon determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as practicable following each Vesting Datea “Material Event”), but “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in any event within 30 days which the cumulative effect did not account for the occurrence of such datethe Material Event. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) following the Plan) and Performance Period shall be determined at the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedulefollowing schedule: Below [$X] 0 % [$X] 20 % [$X] 100 % [$X] 150 % Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, howeverno such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, that these RSUs shall immediately become vested in full ifor any other circumstance or event, on including any circumstance or prior to event outside the first anniversary control of the date Grantee, adversely affects the ability of the consummation Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationPerformance Goal.

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

Vesting. [Cliff Vesting - If the Participant does not have a termination of service through the last day of the Restriction Period, the Participant's right to receive 100% of the Restricted Shares shall vest without further risk of forfeiture. If the Participant's termination of service before the end of the Restriction Period is due to the Participant's death, disability, as defined in the First Charter Corporation Comprehensive Stock Option Plan, (a"Disability"), or retirement with the consent of the Committee ("Retirement"), all of the Restricted Shares shall vest.] [Graduated Vesting (assuming a three-year period; other durations could be used) The RSUs - If the Participant has a termination of service prior to the end of the Restricted Period, the Participant's right to the Restricted Shares shall vest in accordance with the Vesting Schedule set forth in following schedule: (a) If the Notice termination of Grant service occurs before _____________, 20__ (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting "Initial Vest Date”"), the Company Participant shall settle the vested portion forfeit all of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Restricted Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date.; (b) Notwithstanding If the provisions Termination of Section 10(b) of Service occurs on or after the Plan or Section 3(a) above, in the event of a Change in Control Event:Initial Vest Date, (i) If One-third of the Change in Control Event also constitutes a Reorganization Event (as defined in Restricted Shares shall vest on the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; andInitial Vest Date; (ii) If either One-third of the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs Restricted Shares shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the Initial Vest Date; and (iii) One-third of the Restricted Shares shall vest on the second anniversary of the Initial Vest Date. ] If the Participant's termination of service before the end of the Restriction Period is due to the Participant's death, disability, as defined in the First Charter Corporation Comprehensive Stock Option Plan, ("Disability"), or retirement with the consent of the Committee ("Retirement"), all of the Restricted Shares shall vest.] Any provision of this Agreement to the contrary notwithstanding, the Committee may in its sole and absolute discretion at any time before, or within 120 days after, the date of the consummation such termination of the Change in Control Event, the Participant’s employment service determine that some or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationall of such Restricted Shares shall be free of restrictions and shall not be forfeited.

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

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

Vesting. (a) The RSUs shall With respect to the PSUs that vest in accordance with the Vesting Schedule terms of this Agreement, the Grantee shall be entitled to receive a number of shares of Company Stock (each, a “Share”) equal to the number of PSUs subject to the Grant times the “Payment Percentage” set forth opposite the “Achievement Percentile” set forth on Exhibit A attached hereto, subject to the terms and conditions set forth on Exhibit A attached hereto. Subject to Paragraphs 3 and 7 below, and further subject to satisfaction of the Performance Goals (as defined below), the Grantee shall be issued such Share(s) with respect to the vested PSUs within sixty (60) days following the later of: (i) the date that the Committee determines and certifies the Achievement Percentile attained with respect to the performance goals set forth on Exhibit A attached hereto (“Performance Goals”) with respect to the thirty-four (34)-month period beginning on the third month of the fiscal year of the Company in which the Notice Date of Grant occurs (such thirty-four (34)-month period, the “Performance Period”, and such date of Committee certification, the “Performance-Based Vesting Date”); and (ii) the three-year anniversary of the Date of Grant (the “Time-Based Vesting ScheduleDate”). Any fractional shares resulting from , and the application later of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Time-Based Vesting Date (orand the Performance-Based Vesting Date, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined Grantee’s continuous employment by the Board) Employer from the Date of the RSU Shares as of Grant until the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required Date. All unvested PSUs will be forfeited for no consideration if the Grantee ceases to be withheld with respect to employed by the vesting of the RSUs. The RSUs or Employer for any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event reason other than Disability (as defined in the Plan) and the RSUs are not assumedbelow), death, Retirement (as defined below), or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested as expressly provided in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary Paragraph 7 of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationthis Agreement.

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

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

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

Vesting. (a) The RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down Restricted Stock Units will become nonforfeitable and payable to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date Grantee pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as 6 hereof upon the “Vesting Date”), the Company shall settle the vested portion occurrence of the RSUs dates and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests percentages as set forth on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date.Exhibit A. (b) Notwithstanding the provisions of Section 10(b) 3(a), all of the Plan Restricted Stock Units subject to this Agreement will become nonforfeitable and payable to the Grantee pursuant to Section 6 hereof upon any Change in Control that occurs while the Grantee is employed by or serving as a director or consultant of the Company or any Subsidiary. (c) Notwithstanding the provisions of Section 3(a), all of the Restricted Stock Units subject to this Agreement will become nonforfeitable and payable to the Grantee pursuant to Section 6 hereof on the 30th day following the date upon which the Grantee dies or becomes permanently disabled while employed by or serving as a director or consultant of the Company or a Subsidiary after the Date of Grant. (d) aboveNotwithstanding the provisions of Section 3(a), if the Grantee’s employment is involuntarily terminated by the Company other than for Cause prior to the time at which all Restricted Stock Units become nonforfeitable as provided in Section 3(a), all of the Restricted Stock Units subject to this Agreement will become nonforfeitable and payable to the Grantee pursuant to Section 6 hereof on the 30th day following the date upon which the Grantee’s employment is involuntarily terminated by the Company without Cause. For this purpose, “Cause” shall mean: (i) the commission of an act of fraud, embezzlement, theft or other criminal act constituting a felony; (ii) the willful or wanton disregard of the rules or policies of the Company or its affiliates that results in a material loss, damage or injury to the Company or its affiliates; (iii) the repeated failure of Grantee to perform duties consistent with Grantee’s position or to follow or comply with the reasonable directives of the Company’s or its affiliates’ Board of Directors (or applicable officer in the case of ReGenesys, LLC) or Grantee’s superiors after having been given notice thereof (e.g., the insubordination of Grantee); or (iv) the material breach of any provision contained in a written non-competition, confidentiality or non-disclosure agreement between the Company or any of its affiliates and Grantee. The determination of whether the Grantee’s employment is terminated by the Company other than for Cause shall be made by the Committee. In the event of a Change in Control Event: (i) If dispute between the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) Committee and the RSUs are not assumedGrantee over the determination of whether the Grantee’s employment is terminated other than for Cause, or substantially equivalent RSUs substituted, the Company and the Grantee agree that such dispute will be finally decided by the Acquiring Corporation, these RSUs shall automatically become vested a panel of three arbitrators having expertise in full immediately prior to such Change employment compensation in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior an arbitration conducted pursuant to the first anniversary Commercial Arbitration Rules of the date American Arbitration Association, and judgment upon the award of the consummation of arbitrators may be entered in any court having jurisdiction thereof. The Company and the Change Grantee each will appoint one arbitrator and the two appointed arbitrators will select a third arbitrator. Any arbitration hereunder will be conducted in Control EventCleveland, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationOhio.

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

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

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

Vesting. The right to retain the Awarded Parent Shares shall be subject to vesting in the manner specified in this Section 1(b). (ai) The RSUs Except as otherwise provided in this Section 1(b), the Awarded Parent Shares shall vest become vested in accordance with the Vesting Schedule set forth in the Notice of Grant following schedule (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orParent Share), if applicable(and only if) as of each such date Executive is, an earlier and since the Closing continuously has been, employed by Parent or any of its subsidiaries: There shall be no vesting date pursuant to Section 3(b) belowbetween any such dates (i.e., which, in such event, shall also be hereinafter all vesting is “quarterly cliff”). All Awarded Parent Shares which have not become vested hereunder are collectively referred to as “Unvested Parent Shares.” (ii) If Executive so elects, in Executive’s sole discretion, within 30 days after the Awards Closing (as defined below), Executive may make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit B attached hereto. Executive acknowledges that it is Executive’s sole responsibility to timely file any Section 83(b) election and that failure to file a Section 83(b) election within the applicable thirty (30) day period may result in the recognition of ordinary income when and as the Awarded Parent Shares becomes vested. (iii) Upon and simultaneously with Executive’s execution and delivery of this Agreement, Executive shall execute in blank five security transfer powers in the form of Exhibit C attached hereto (the “Vesting DateSecurity Powers”)) with respect to the Awarded Parent Shares and shall deliver such Security Powers to the Company. Executive hereby authorizes the Company to complete and use the Security Powers to assign, transfer and deliver the Awarded Parent Shares that remain Unvested Parent Shares following Executive’s termination of employment with Parent and its subsidiaries to the Company. All certificates evidencing Unvested Parent Shares shall be held by the Company until they become vested or are forfeited. Upon any Unvested Parent Shares becoming vested, the Company promptly shall settle deliver the vested portion certificates evidencing such shares to Executive at the address set forth in Section 8(f). (iv) Upon and simultaneously with Executive’s execution and delivery of the RSUs and this Agreement, Executive shall therefore, subject deliver to the payment Company a spousal consent in the form of Exhibit D attached hereto, unless Executive is not then married. If, at any taxes pursuant time subsequent to Section 8(bthe date hereof but prior to December 31, 2012, Executive becomes legally married (whether in the first instance or to a different spouse), issue Executive shall cause his or her spouse to execute and deliver to the Participant one share Company a spousal consent in the form of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”)Exhibit D hereto. Alternatively, the Board may, in its sole discretion, elect Executive’s failure to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal deliver to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less Company an amount equal to executed spousal consent at any federal, state, local and other taxes of any kind time when he or she otherwise would be required to be withheld with respect deliver such consent shall constitute Executive’s continuing representation and warranty to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant Company that Executive is not legally married as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (bv) Notwithstanding If Executive’s employment terminates after the provisions Closing by Executive’s resignation with Good Reason or by Parent or any of Section 10(b) its subsidiaries without Cause, then, in either case, all Awarded Parent Shares which have not yet become vested shall become vested. For the purposes of this Agreement, the capitalized terms “Cause” and “Good Reason” shall have the meanings given to them in the Amended and Restated Senior Management Agreement as in effect as of the Plan or Section 3(a) above, in the event of a Change in Control Event: Awards Closing (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior without giving effect to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationany subsequent amendments thereto).

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3 or Section 6 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The RSUs extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2019 and ending on August 31, 2022 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2022 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or any cash payment nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in lieu of RSU Shares will be delivered accordance with GAAP. Notwithstanding anything to the Participant contrary contained in the preceding sentence, in the event that, as soon determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as practicable following each Vesting Datea “Material Event”), but “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in any event within 30 days which the cumulative effect did not account for the occurrence of such datethe Material Event. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) following the Plan) and Performance Period shall be determined at the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedulefollowing schedule: Below $9.75 0 % $9.75 20 % $11.65 100 % $12.50 150 % Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, howeverno such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, that these RSUs shall immediately become vested in full ifor any other circumstance or event, on including any circumstance or prior to event outside the first anniversary control of the date Grantee, adversely affects the ability of the consummation Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring CorporationPerformance Goal.

Vesting. (a) The RSUs Subject to Section 8 and the paragraphs in this Section below, the Award shall vest and become nonforfeitable upon, and subject to, the achievement of the performance hurdles and applicable time-based vesting requirements described in Annex A. The Administrator shall determine whether the applicable performance hurdles have been achieved, and the vesting of the Share Units is subject to the Administrator’s determination. If the Participant is a party to an employment or similar agreement with the Company or any Subsidiary that includes provisions addressing the vesting of equity awards, the Award shall also become vested as provided in such agreement (including, without limitation, in connection with certain qualifying terminations of the Participant’s employment and/or qualifying change in control transactions). Any portion of the Award that is not considered eligible to vest following the Administrator’s determination following the end of the applicable performance period as a result of performance results for the performance period, all as determined in accordance with Annex A, shall terminate and be forfeited following the Vesting Schedule set forth Administrator’s determination. Upon a termination of the Participant’s employment with the Company by the Company due to Participant’s death or disability, Participant will vest in a pro-rata portion of the Notice target 7/01 ‌ number of Grant Share Units specified in Section 2 (“Target Shares”) that are then outstanding and unvested. The pro-rata portion will be calculated as follows: (Target Shares ÷ number of days from Award Date to original vesting date specified in Annex A (including both beginning and end date)) x number of days from the “Vesting Schedule”)Award Date to the date of termination due to death or disability. Any fractional partial shares resulting from the application of any percentages used in the Vesting Schedule shall will be rounded down to the nearest whole number of RSUsshare. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, Disability as used in this paragraph shall mean a physical or mental impairment which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as reasonably determined by the Board) Company, renders Participant unable to perform the essential functions of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company Company, even with a reasonable accommodation that does not impose an undue hardship on the Company, for more than 90 days in any 180-day period, unless a longer period is required by federal, state or the Acquiring Corporation is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationlocal law, in which case that longer period would apply.

Vesting. (a) The RSUs performance period for the PRSUs shall vest be the period beginning January 1, 2023 and ending on December 31, 2025 (or, if earlier and as otherwise provided in accordance this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the Vesting Schedule number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. For the purposes of this Agreement, Change in Control will have the meaning set forth in the Notice Participant’s Employment Agreement with the Company dated as of Grant September 21, 2007, as amended from time to time (the “Vesting ScheduleEmployment Agreement”), provided, however that subclauses (iv) and (v) of such definition shall not apply for purposes of this Agreement. ​ ​ As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). Any fractional shares resulting from As soon as reasonably practicable following the application Determination Date (but no later than March 15th of any percentages used the year following the year in which the Vesting Schedule end of the Measurement Period occurs), all earned and vested PRSUs shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such datesettled. (b) Notwithstanding In the provisions of Section 10(b) event of the Plan or Section 3(a) above, in the event occurrence of a Change in Control Eventduring the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control Event also constitutes a Reorganization Event shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change in Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company without cause (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted), by the Acquiring CorporationParticipant for Good Reason (as defined in the Employment Agreement), these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either or on account of the Change in Control Event is also a Reorganization Event and these RSUs are assumed Participant’s death or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Eventdisability, then in either case these RSUs shall continue to vest in accordance with (w) the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior to the first anniversary of the effective date of the consummation of the Change in Control Eventshall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs if such Change in Control has been consummated pursuant to a definitive agreement in effect at the time of such termination of employment or an alternative definitive agreement entered into subsequent to such original definitive agreement and shall otherwise earn and vest in the Pro Rata Portion (pursuant to Section 6(c)) of the Target PRSUs as of the Change in Control, in each case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change in Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (c) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are assumed or exchanged for an equivalent substitute award by the Company or its successor and either (1) the Participant remains employed by the Company on the date that is six (6) months after the date of such Change in Control (the “6-Month Anniversary Date”) or (2) after the Change in Control but before the 6-Month Anniversary Date, the Participant’s employment or other relationship as an Eligible Participant Service with the Company or the Acquiring Corporation is terminated by the Company without cause (as defined in the Plan), by the Participant for Good Reason by (as defined in the Participant Employment Agreement), or is terminated without Cause by on account of the Company Participant’s death or disability, then (to the Acquiring Corporationextent not previously vested in accordance with Section 4(a) or Section 6(b)), (i) the 6-Month Anniversary Date shall be the last day of the Measurement Period, (ii) the Target PRSUs shall be earned and vested as of the 6-Month Anniversary Date if the preceding clause (1) applies or as of the date of termination of the Participant’s Service if the preceding clause (2) applies, in each case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (iii) such Target PRSUs shall be settled within thirty days of the 6-Month Anniversary Date if the preceding clause (1) applies or within thirty days of the date of termination of the Participant’s Service if the preceding clause (2) applies and (iv) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the 6-Month Anniversary Date shall be forfeited and cancelled with no consideration.

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

Vesting. (a) The RSUs shall vest Except as may be otherwise provided in accordance with the Vesting Schedule set forth in the Notice Section 3 or Section 6 of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (orthis Agreement, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUsGrantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The RSUs extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2018 and ending on August 31, 2021 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2021 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or any cash payment nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in lieu of RSU Shares will be delivered accordance with GAAP. Notwithstanding anything to the Participant contrary contained in the preceding sentence, in the event that, as soon determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as practicable following each Vesting Datea “Material Event”), but “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in any event within 30 days which the cumulative effect did not account for the occurrence of such datethe Material Event. (b) Notwithstanding the provisions of Section 10(b) The portion of the Plan or Section 3(a) above, Grantee’s rights and interest in the event of a Change in Control Event: (i) If Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Change in Control Event also constitutes a Reorganization Event Determination Date (as defined in below) following the Plan) and Performance Period shall be determined at the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest Measurement Date in accordance with the Vesting Schedule; providedfollowing schedule: Below [$X] 0 % [$X] 20 % [$X] 100 % [$X] 150 % Notwithstanding the foregoing schedule, howeverno fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that these RSUs is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall immediately be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in full ifaccordance with this Section 2, on or prior subject to the first anniversary Committee determining that the corresponding Performance Goal and all other conditions for the vesting of the date Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the consummation Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Change in Control EventCompany for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Participantdetermination may be made by such Grantee’s employment divisional Executive Vice President or other relationship as an Eligible Participant with Chief Executive Officer, by the Chief Operating Officer of the Company or the Acquiring Corporation is terminated for Good Reason by the Participant President of the Company (each, an “Authorized Officer”). The Committee’s or is terminated without Cause Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company Company, or any other circumstance or event, including any circumstance or event outside the Acquiring Corporationcontrol of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal.

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

Vesting. If conditions to vesting as specified in this Agreement are not satisfied as of the applicable vesting date(s), [unvested shares/deferred cash][the right to exercise a stock option] will be canceled. The vesting schedule of the Award is stated in the [Deferred Stock/Restricted Stock/Deferred Cash] Award Summary to which this Appendix is attached. If the vesting schedule provides for vesting in installments, the [shares subject to the Award][right to exercise a stock option] will vest in the amounts (asubject to rounding) The RSUs and pursuant to the schedule so provided. If all applicable conditions to vesting are satisfied, [the initial deferral amount, as adjusted to reflect interest accrued/notional gain (or loss) to the vesting date][shares subject to the Award] that vest thereby will no longer be subject to cancelation (except as provided in Section [6(f)], but Participant will not become entitled to receive such vested [shares][amounts] until their originally scheduled vesting date(s), unless Participant becomes entitled to an accelerated distribution upon the occurrence of events described in Section [6(b)(ii), (e) or (m)] of this Agreement]; [shares subject to a stock option ("Option shares") shall vest and become exercisable in accordance with the Vesting Schedule installment amounts (subject to rounding, in Citigroup's discretion) on the vesting dates set forth in the Notice of Stock Option Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (Summary, or, if applicable, an at such earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to times as provided for upon the “Vesting Date”), the Company shall settle the vested portion occurrence of the RSUs events described in Section [6] [SPECIFY APPLICABLE SUB-SECTIONS] of this Agreement]. Vesting and shall therefore, [distribution/payment/exercise] in each case are subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion receipt of the Board information necessary to settle in cash shall not apply make required tax payments and confirmation by Citigroup that all applicable conditions have been satisfied. Once Participant becomes entitled to receive [vested shares/deferred cash][shares acquired upon exercise of a Participant who is subject to Canadian taxstock option], whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares [they will be delivered to the Participant distributed][the payment will be made] as soon as practicable following each Vesting Date, but in any event within 30 days administratively practicable. All [distributions of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that these RSUs shall immediately become vested in full if, on or prior shares][payments] pursuant to the first anniversary Award will be net of the date of the consummation of the Change in Control Event, the Participant’s employment or other relationship as an Eligible Participant with the Company or the Acquiring Corporation is terminated any [shares][funds] withheld for Good Reason by the Participant or is terminated without Cause by the Company or the Acquiring Corporationtaxes.]

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