Common use of Vesting Clause in Contracts

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. The Options shall vest and become exercisable as follows: one-third (a1/3) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Plan Year”Tranche” and each such anniversary a Vesting Date) that is after unless previously vested or forfeited in accordance with the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if to the Participant extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates employment or service with the Employer on account of due to death or Disability Permanent Disability, or (as defined ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the Plan), all event of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting DateRetirement, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a separate pro-rated basis based on the rata portion of the vesting period Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the Participant was employed by the Employer. For Company or one of its Subsidiaries since the purpose of determining most recent Vesting Date by 36, by (B) the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units Options subject to this Agreement and while the Participant is employed by, or providing service (rounding up to the Employernearest whole number), but provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion satisfaction of such Phantom Units credited to requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within first anniversary of the thirty (30) day period following the termination Date of employment or service with the EmployerGrant. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. The Options shall vest and become exercisable as follows: one-third (a1/3) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Plan YearTranche”) that is after unless previously vested or forfeited in accordance with the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if to the Participant extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates employment or service with the Employer on account of due to death or Disability Permanent Disability, or (as defined ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the Plan), all event of the Participant’s unvested Phantom Units Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested as vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment or service for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the Employer on account first sentence of death or Disability. (cSection 4(b) If hereof the Participant’s employment or service is terminated by exercise of the Employer without Cause (as defined in the Plan) Options prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account satisfaction of such requirement. Any fractional Options that have not vested will immediately vest in full would result from application of this Section 4(a) shall be aggregated and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will shall vest on a pro-rated basis based on the portion first anniversary of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the EmployerGrant. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. Subject to the terms and conditions of this Agreement, the Shares shall vest in Participant as follows: the Shares shall vest ratably over a three-year period, with one-third of the Shares (------) vesting on December 31, 200X; one-third of the Shares (-----) vesting on December 31, 200Y, and the balance or (-----) of the Shares vesting on December 31, 200Z, if, and only if, Participant remains continuously employed by the Company from the date hereof until each respective vesting date, and subject to the forfeiture provisions below. Vesting of the Shares shall be accelerated to an earlier date only under the following conditions: (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th event of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination Change in Control of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability Company (as defined in the Planattached Exhibit A), and provided that Participant remains continuously in the service of or employed the Company until the effective date of such Change in Control, all unvested Shares granted under this Agreement shall become immediately vested on the effective date of the Change in Control; (b) in the event that Participant’s employment by or service provision for the Company is terminated because Participant becomes in the service of a new owner of any business of the Company pursuant to a Change in Control event, and provided that Participant remains continuously employed by or in the service of the Company until the date of closing of the Change in Control event, all unvested Phantom Units Shares granted under this Agreement shall become immediately vested as of the last date of the Participant’s termination of service to or employment or service with by the Employer on account of death or Disability.Company; or (c) If in the event that Participant’s service to the Company is involuntarily terminated by the Company without cause within one year following a Change in Control Event, and provided that Participant remains continuously in the service of the Company until the date of such involuntary termination, all unvested Shares granted under this Agreement shall become immediately vested as of the last date of Participant’s employment with or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years laterCompany. (d) If a Change of Control (as defined in the Plan) occurs after event that the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, Participant’s employment with or providing service to the EmployerCompany terminates because of death or Disability or at the request of the Chief Executive Officer of the Company (other than for Cause) or of a U.S. government agency, but prior all the Shares issuable under this award will vest on such termination. Except to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined extent provided in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment preceding sentence or service with the Employer. (e) Notwithstanding any other provisions set forth unless specifically provided in this Agreement or in the Plana side letter thereto, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to this award will not vest upon the Participant’s Phantom Unit Account that retirement. On the Vesting Date (or promptly thereafter), the Company will deliver to the Participant a certificate representing the Shares which have not vested on such date. For purposes of this Agreement, the term “Disability” shall be defined as any condition which shall render the Participant incapable of fulfilling his or her obligations hereunder because of injury or physical or mental illness, and such date incapacity shall immediately terminate and become null and voidexist or reasonably may be expected, upon the competent medical opinion of a doctor chosen by the Company, for a period exceeding 60 consecutive days or 120 nonconsecutive days within a six-month period.

Vesting. Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3,4 the RSUs shall vest (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) belowthat is, the Participant will become vested in the Phantom Units awarded Restricted Period with respect thereto shall terminate) pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeitedSchedule; provided, however, that if the Participant terminates employment or service with unvested RSUs shall vest in full during the Employer Vesting Period on account of death or Disability the date, (as defined in a) immediately preceding the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the effective date of the ParticipantRecipient’s Retirement as determined by the Committee in relation to the RSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B)5), (b) immediately preceding the Recipient’s death or the effective date of the Recipient’s Disability, or (c) immediately preceding the effective date of the termination of the Recipient’s employment or engagement with the Company or any Subsidiary by the Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor) without Cause,6 or by the Recipient for a Good Reason,7 in either case only in connection with or within 24 months following a Sale Event.8 The Recipient explicitly acknowledges and agrees that the granting or vesting of the RSUs 4 For example, pursuant to section 3, before the Vesting Start Date, (I) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated by the Recipient for any reason, or (II) if the Recipient retires, dies or becomes Disabled, the RSUs shall be forfeited in their entirety and no distribution or payment of any amount under such RSUs shall ever be made to the Recipient. 5 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for retirement and receive the RSU Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for retirement and receive the RSU Shares. 6 “Cause” means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the Recipient and the Company or the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or service engagement) or omission to act by the Recipient which may have a material and adverse effect on the business of the Company or Subsidiary or on the Recipient’s ability to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the Employer on account business or affairs of death the Company or Disability. (c) If Subsidiary; provided, however, that the Participant’s employment Recipient first shall have received written notice, which shall specifically identify what the Company or service Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Datecapable of being cured, the Deferral Units credited Recipient shall have failed to cure after 15 days following such notice. 7 A “Good Reason” means the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion occurrence of any of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of following events: (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined material adverse change in the Plan)functions, during duties or responsibilities of the Change of Control Period Recipient’s position (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of than a termination by the Employer for Cause Company or voluntary separation by Subsidiary) which would meaningfully reduce the Employeelevel, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as importance or scope of such date position (provided that, a change in the person, position and/or department to whom the Recipient is required to report shall not by itself constitute a material adverse change in the Recipient’s position), (ii) the relocation of the Company or Subsidiary office at which the Recipient is principally located immediately terminate prior to a Sale Event (the “Original Office”) to a new location outside of the metropolitan area of the Original Office or the failure to place the Recipient’s own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan area of the Original Office), or (iii) a material reduction in the Recipient’s base salary and become null incentive compensation opportunity as in effect immediately prior to a Sale Event; provided, however, that, within 90 days of the incident that provides the basis for a Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and void.the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. 8 A “Sale Event” shall mean (i) the sale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a

Vesting. Subject to the Optionee’s continued employment or other service relationship with the Company or its Subsidiaries through each applicable vesting date (a) Except except as otherwise provided in subparagraphs (bthis Section 4), the Option shall become non-forfeitable (c)when the Option becomes non-forfeitable, (da “Vested Option”) and shall become exercisable according to the following provisions: (ea) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th Twenty percent (20%) of the second calendar year Tranche A Option shall become a Vested Option and shall become exercisable on each of the first five (5) anniversaries of the “Plan Year”Grant Date; provided, however, that: (i) the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable on the sixth (6) monthly anniversary of a Change in Control; provided, further, that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account if a Termination of Relationship occurs within six (the “Vesting Date”), provided the Participant does not incur 6) months following a Change in Control as a result of (a) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (b) the Optionee’s death, serious illness or Disability, the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a), and (ii) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the installment of the Tranche A Option scheduled to vest on the anniversary of the Grant Date next following such Termination of Relationship (if any) shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the Employer number of Option Shares equal to 20% of the Tranche A Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the last anniversary of the Grant Date prior to the Vesting Date. For exampledate of the Termination of Relationship or, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services toif no such anniversary date has yet occurred, the Employer from Grant Date, and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control (notwithstanding the provisions of Section 4(a)(i)) and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018of the Change in Control. (b) Except The Tranche B Option shall become a Vested Option and shall become exercisable as follows: (i) Fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of at least one and three-quarters (1.75), as calculated by the Committee; and (ii) Up to fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of greater than one and three-quarters (1.75) and up to two and one-quarter (2.25), determined based on linear interpolation between such MOIC achievement levels, as calculated by the Committee. If a Termination of Relationship occurs (x) prior to the occurrence of a Change in Control and (y) as a result of (A) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, the unvested portion of the Tranche B Option (if any) shall remain outstanding and eligible to become a Vested Option during the 90 day period following such Termination of Relationship upon achievement of the performance criteria set forth in Section 4(b) (after giving effect to Section 4(c)(i), if applicable) during such 90 day period, and any such portion that becomes a Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of Relationship occurred on the date of vesting; provided, that any portion of the Tranche B Option which remains unvested as of (I) the end of such 90 day period, or, (II) if earlier, after giving effect to the application of Section 4(c)(i) to the extent a Change in Control occurs and Apollo elects to give effect to Section 4(c)(i), shall be immediately forfeited; provided, further, that if a Change in Control occurs during such 90 day period and Apollo does not elect to give effect to Section 4(c)(i), any unvested portion of the Tranche B Option shall remain outstanding and the provisions of Section 4(b)(2) below (and not the provisions of Section 4(c)(ii)) will apply to such unvested portion of the Tranche B Option. If a Termination of Relationship occurs (a) following the occurrence of a Change in Control in which Apollo elected to give effect to Section 4(c)(ii) and (b) as a result of (x) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (y) the Optionee’s death, serious illness or Disability, then Apollo shall elect one of the following two alternatives: (1) The term Measurement Date shall be deemed amended to also mean the date of such Termination of Relationship, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such termination of any Non- Cash Consideration received by the Apollo Holders upon or prior to such Measurement Date (that has not previously become, or been treated as, Cash Consideration) shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Termination of Relationship, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(b)(1)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(1) shall remain outstanding pursuant to the provisions of Section 8(a); or (2) The unvested portion of the Tranche B Option (if any) as of the date of such Termination of Relationship shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date, in accordance with the performance criteria set forth in Section 4(b), until the tenth anniversary of the Grant Date or, if earlier, the date on which the Tranche B Option terminates pursuant to this Agreement or the Plan for any reason other than set forth in Section 8(a)(ii) or 8(a)(iii). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(2) shall automatically terminate without consideration and shall become null and void and be of no further force and effect upon the earliest of (A) the tenth anniversary of the Grant Date, (B) the date of the Termination of Relationship of the Optionee for Cause and (C) the 90th day following the date that the applicable unvested portion of the Tranche B Option becomes a Vested Option. (c) Upon the occurrence of a Change in Control with respect to which the Apollo Holders receive any Non-Cash Consideration in lieu of, or in addition to, Cash Consideration, Apollo shall elect one of the following two alternatives: (i) The term Measurement Date shall be deemed amended to also mean the date of such Change in Control, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such Change in Control of any such Non-Cash Consideration shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(c)(i)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(i) shall remain outstanding pursuant to the provisions of Section 8(a); or (ii) Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date in accordance with the performance criteria set forth in Section 4(b), until the Tranche B Option terminates pursuant to this Agreement or the Plan (including, without limitation, in connection with a Termination of Relationship pursuant to Section 8(a)). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(ii) shall remain outstanding pursuant to the provisions of Section 8(a). (d) Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting DateSection 4, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date Option shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested cease vesting as of the date of the ParticipantOptionee’s termination Termination of employment or service Relationship with the Employer on account Company or any of death or Disability. its Subsidiaries for any reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Datei.e., the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which Option that is not a Vested Option shall be forfeited immediately); provided, that, in the Participant was employed event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Employer. For the purpose of determining the number of Matching Units that become Optionee (whether vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (dor unvested) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employerforfeited. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) below. Except as otherwise provided in subparagraphs (b), Section 3(b) or (c), (d) and (e) below, to the Participant will become vested extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the Phantom Units awarded pursuant minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018have been met. (b) Except as otherwise provided in this Agreement, if In the event the Participant dies or terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or a Disability (as defined in before the Plan), all end of the Participant’s unvested Phantom Performance Period, the Participant shall vest in that number of Restricted Share Units shall become vested as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or suffered a Disability and (ii) the quotient of (A) the number of days beginning on the first day of the Performance Period and ending on the date of the Participant’s termination death or the date the Participant’s employment is terminated as a result of employment or service Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Employer on account Performance Criteria) and the Participant’s, or the Participant’s estate or beneficiaries in the event of death Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had participant not died or suffered a Disability. (c) If In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated by for any reason within twelve months after the Employer without Cause Company obtains actual knowledge that a Change in Control has occurred, and before the Restricted Share Units have become vested under Section 3(a) or (as defined b), the Participant shall vest in the Plan) prior Restricted Share Units having a value equal to the Vesting DateTarget Amount granted under Section 2 of this Agreement (and, for the Deferral avoidance of doubt, no additional amount of Restricted Share Units credited in which the Participant may have been entitled to vest in accordance with the Performance Criteria) and the Participant’s Phantom Unit Account that have not rights to such vested will immediately vest in full and amount of Restricted Share Units shall become nonforfeitable as of the Matching Units credited to date on which the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant employment with or service to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years laterterminated. (d) If a Change of Control Except as provided in Section 3(b) or (as defined in c) above, if the Plan) occurs after Participant’s employment with the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but Company terminates for any reason prior to the Vesting Dateexpiration of the Performance Period, all then-unvested Restricted Share Units shall be canceled immediately and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited shall not be payable to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except LINN Incentive Units will vest as otherwise provided in subparagraphs follows: (b)i) ten percent (10%) on each of the first five (5) anniversaries of the date of the grant (each, (c), (dan “Annual Vesting Date”) and (eii) below, the Participant will become any LINN Incentive Units not vested in the Phantom Units awarded pursuant to this Agreement clause (i) hereof shall vest on December 15th the date of a Vesting Event (as defined below). In addition, upon a Company MSA Termination, if less than 50% of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom LINN Incentive Units are credited vested at such time, an additional ten percent (10%) of the LINN Incentive Units (or such lesser amount as is sufficient to his or her Phantom Unit Account cause 50% of the LINN Incentive Units to be vested) will vest effective as of the Company MSA Termination Date; provided that if the Company MSA Termination occurs as a result of a LINN Event, then such vesting shall not occur. (b) Annual vesting will continue during the “Vesting Date”)MSA Transition Period. In addition, provided as of the Participant does not incur end of the MSA Transition Period, vesting will be deemed to have occurred on a termination monthly basis at the rate of employment or service with 0.83% for each month following the Employer prior to the immediately preceding Annual Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with MSA Transition Period ended one month following the Employer Annual Vesting Date, an additional 0.83% vesting will be deemed to occur (1 month following the immediately preceding Annual Vesting Date x 0.83%). If the MSA Transition Period ended one month prior to the Annual Vesting Date, an additional 9.13% vesting will be deemed to have occurred (11 months following the Phantom Units credited immediately preceding Annual Vesting Date x 0.83%). If LINN breaches its obligations under the MSA during the MSA Transition Period and such breach would have given the Company the right to terminate the Participant’s Phantom Unit Account that have not vested as MSA in accordance with its terms, LINN shall forfeit any rights to any further vesting set forth in this section effective from date of such Vesting Date shall terminate breach (and the corresponding any distributions that would have been made in respect of any unvested LINN Incentive Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall would have otherwise become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral LINN Incentive Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employerabsent such breach). For the purpose avoidance of determining the number of Matching Units that become vested pursuant to this subparagraphdoubt, the no further vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period occur following the termination of employment or service the MSA other than in accordance with the Employerthis Section 4.1(b). (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as otherwise provided Subject to Section 8 and the paragraphs in subparagraphs (b), (c), (d) and (e) this Section below, the Participant will Award shall vest and become vested in nonforfeitable upon, and subject to, the Phantom Units awarded pursuant to this Agreement on December 15th achievement of the second calendar year (performance hurdles and applicable time-based vesting requirements described in Annex A. The Administrator shall determine whether the “Plan Year”) that applicable performance hurdles have been achieved, and the vesting of the Share Units is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior subject to the Vesting DateAdministrator’s determination. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that If the Participant is continuously employed by, a party to an employment or continuously provides services tosimilar agreement with the Company or any Subsidiary that includes provisions addressing the vesting of equity awards, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except Award shall also become vested as otherwise provided in this Agreementsuch agreement (including, if the Participant terminates employment or service without limitation, in connection with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all certain qualifying terminations of the Participant’s unvested Phantom Units employment and/or qualifying change in control transactions). Any portion of the Award that is not considered eligible to vest 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 become vested terminate and be forfeited effective as of the date end of the Performance Period. Upon a termination of the Participant’s termination of employment or service with the Employer on account of Company by the Company due to Participant’s death or Disability. disability, Participant will vest in a pro-rata portion of the target number of Share Units specified in Section 2 (c“Target Shares”) If 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 Award Date to the date of termination due to death or disability. Any partial shares will be rounded down to the nearest whole share. Disability as used in this paragraph shall mean a physical or mental impairment which, as reasonably determined by the Company, renders Participant unable to perform the essential functions of Participant’s employment or service is terminated by with the Employer without Cause (as defined in the Plan) prior to the Vesting DateCompany, the Deferral Units credited to the Participant’s Phantom Unit Account even with a reasonable accommodation that have does not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based impose an undue hardship on the portion of the vesting Company, for more than 90 days in any 180-day period, unless a longer period during is required by federal, state or local law, in which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units case that become vested pursuant to this subparagraph, the vesting longer period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years laterapply. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as otherwise provided in subparagraphs this Section 2 or in the Plan or as approved by the Administrator, the Options shall vest in accordance with the terms of these Terms and Conditions (bincluding the Notice and the Plan), as follows (cthe occurrence of each such event described in Section 2(a)-(d), a “Vesting Event”): (da) and (e) below, the Participant will Options shall become vested on the earliest to occur of the (i) vesting dates set forth in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year Notice (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the each, a “Vesting Date”), provided (ii) the Participant does not incur a termination of Participant’s death and (iii) the Participant’s Disability, subject in each case to the Participant’s continued employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, Company or continuously provides services to, the Employer from the date that its Affiliate through such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018.date; (b) Except upon the occurrence of a Change in Control, all then outstanding unvested Options shall be treated as otherwise provided in this Agreement, the Plan; (c) if the Participant Participant’s employment terminates employment or service with the Employer in a Special Termination prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability then (as defined in the Plan), all i) a pro rata portion of the Participant’s unvested Phantom Units Options shall become vested as of the date of such termination based on the Participant’s portion of the vesting period that has elapsed as of such date and (ii) the balance of the Options shall remain outstanding and unvested and shall become vested on the applicable Vesting Date provided (A) the Participant has not violated Section 13(b) through the Vesting Date and (B) the Participant has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Special Termination and prior to the Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the Vesting Date; provided, that, if such termination of employment or service with occurs within one year following a Change in Control, the Employer on account of death or Disability.Options shall immediately vest in full upon such termination; and (cd) If if the Participant’s employment or service is terminated by the Employer without Cause terminates in a Qualifying Retirement (as defined in the Planbelow) prior to the Vesting Date, the Deferral Units credited Options shall become vested on the Vesting Dates set forth in the Notice provided (i) the Participant has not violated Section 13(b) through the applicable Vesting Date and (ii) the Participant has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest Company on a pro-rated basis based on the portion each anniversary of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units Grant Date (if any) that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election occurs following such Qualifying Retirement and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the applicable Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the Participant terminates applicable Vesting Date. For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the Administrator, other service to, the Company or Company’s Affiliates, but in the case of employment with or service on account to an Affiliate, only during such time as such Affiliate is an affiliate of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined Company. Notwithstanding anything contained in these Terms and Conditions to the Plan), during the Change of Control Period (as defined in the Plan)contrary, the portion Administrator, in its sole discretion, may accelerate the vesting of any Options, at such Phantom Units credited to times and upon such terms and conditions as the Participant’s Phantom Unit Account that have not vested Administrator shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employerdetermine. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as may otherwise be provided herein, (i) 40% of the RSUs (rounded down to the nearest whole Share) shall become vested on the first anniversary of the Grant Date, (ii) 40% of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become vested on the third anniversary of the Grant Date, in subparagraphs the case of each of clauses (bi), (c), (dii) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”iii), provided the subject to Participant does not incur having incurred a termination Termination of employment or service with the Employer Employment prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018applicable vesting date. (b) Except as otherwise provided in this Agreementthe immediately following sentence, in the event that Participant incurs a Termination of Employment, any unvested RSUs shall be forfeited by Participant without consideration therefor. Notwithstanding the foregoing, if Participant incurs a Termination of Employment (i) as a result of termination by the Participant terminates employment Company or service with its Affiliate without Cause on or after the Employer first anniversary of the Grant Date, then any unvested RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date next vesting date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested vest pro-rata as of the date of the Participant’s termination Termination of employment or service Employment, with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units RSUs vesting to be determined by multiplying the number of unvested RSUs that become would have vested pursuant to this subparagraphon the next vesting date by a fraction, the numerator of which is the number of days between the prior vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus date (or Grant Date if no vesting date occurred prior to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (dTermination of Employment) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account date of (i) a termination by Participant’s Termination of Employment and the Employer without Cause, denominator of which is 365; or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited due to the Participant’s Phantom Unit Account that have not vested death or Disability, then any unvested RSUs shall immediately accelerate and vest in full as of the date of Termination of Employment and be paid within the thirty (30) day period following the termination of employment or service with the Employerout as soon as is administratively practicable. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. In the event of (ai) Except as otherwise provided in subparagraphs (bthe termination of Employee’s employment with Employer due to death under Section 1.4(a), (cii) the termination of Employee’s employment with Employer due to disability under Section 1.4(b) or (iii) the termination of Employee’s employment by Employer without cause under Section 1.4(e), Employee shall immediately receive an additional twelve (d12) months of vesting credit with respect to Employee’s stock options, stock appreciation rights, restricted stock and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his any other equity or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Dateequity-based compensation. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units The shares underlying any restricted stock units that become vested pursuant to this subparagraph, the vesting period commences Section 1.5(d) shall be payable on the January 1 date of the Plan Year Employee’s termination of employment. Any of Employee’s stock options and stock appreciation rights that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject become vested pursuant to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting DateSection 1.5(d) shall be exercisable immediately upon vesting, and the Participant terminates employment or service on account any such stock options and stock appreciation rights and any of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (Employee’s stock options and stock appreciation rights that are otherwise vested and exercisable as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the ParticipantEmployee’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment shall remain exercisable for 12 months following Employee’s termination of employment, provided that, if during such period Employee is under any trading restriction due to a lockup agreement or service closed trading window, such period shall be tolled during the period of such trading restriction. In the event the terms of this Agreement are contrary to or conflict with the Employer. (e) Notwithstanding terms of any document or agreement addressing Employee’s stock options, restricted stock, restricted stock units or any other provisions set forth in equity compensation, the terms of this Agreement shall govern and control; provided that, notwithstanding anything to the contrary herein, in no event shall any stock option or in the Plan, if the Participant ceases stock appreciation right continue to be employed by, or provide service to exercisable after the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as original expiration date of such date shall immediately terminate and become null and voidstock option or stock appreciation right.

Vesting. (aA. Subject to the performance condition set forth in Section 3(B) Except below and except as otherwise expressly provided in subparagraphs Sections 7 and 8 herein, this Award shall vest as to (bi) 33,333 Restricted Stock Units on January 30, 2014 (the “First Tranche”), (cii) 33,333 Restricted Stock Units on January 30, 2015 (the “Second Tranche”), (d) ; and (eiii) below33,334 Restricted Stock Units on January 30, 2016 (the Participant will become vested in “Third Tranche”); provided that Grantee has been continuously employed with the Phantom Units awarded pursuant to this Agreement on December 15th Company from the Date of Grant through each applicable vesting date. Except as specifically provided herein, employment or service for only a portion of the second calendar vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting. B. No portion of this Award shall vest notwithstanding satisfaction of the continued employment requirement for vesting described in Section 3(A) above unless the Committee certifies, following the end of the Company's 2014 fiscal year, that the Company achieved Licensing Segment Earnings from Operations (as defined below) for the last three quarters of the Company's 2014 fiscal year (the “Plan YearPerformance Period”) that is after equal to or above the Plan Year that level established by the Phantom Units are credited Committee with respect to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service Award in connection with the Employer prior to grant of the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeitedAward; provided, however, that if either a Change in Control (as defined in the Participant terminates employment Employment Agreement) or service with the Employer on account of death or Disability (as defined in the Plan), all Employment Agreement) of the Participant’s unvested Phantom Units Grantee occurs before the last day of the Performance Period, the performance requirement of this Section 3(B) shall become vested be deemed met as of the date of the Participant’s termination of employment or service with the Employer on account of such event. If such performance requirement is not met (and no such Change in Control, death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause Disability (as defined in the PlanEmployment Agreement) prior to occurs before the Vesting Datelast day of the Performance Period), the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full this Award and the Matching Restricted Stock Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion subject hereto shall terminate and be cancelled as of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 last day of the Plan Year that Performance Period. C. For purposes of this Award, “Licensing Segment Earnings from Operations” means: the Company would have otherwise paid Company's earnings from operations derived from the Annual Bonus to the Participant but Company's Licensing Segment for the Participant’s deferral election and ends on the January 1 that is three years later. Performance Period as calculated in accordance with generally accepted accounting principles (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer“GAAP”), but prior adjusted to exclude the Vesting Date, and the Participant terminates employment or service on account financial statement impact of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined any new changes in the Plan), accounting standards announced during the Change of Control Performance Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases are required to be employed by, or provide service to applied during the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and voidPerformance Period in accordance with GAAP.

Vesting. (ai) Except as otherwise provided The Restricted Stock granted pursuant to Section 1 above shall vest and cease to be Restricted Stock (but shall remain subject to Section 5 of this Agreement) in subparagraphs equal annual installments on each of the first four anniversaries of the Grant Date (bi.e., one quarter per year), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, has not incurred a Termination of Employment prior to the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018applicable vesting date. (bii) Except as otherwise provided There shall be no proportionate or partial vesting in this Agreement, if the Participant terminates employment or service with the Employer periods prior to the Vesting Date, vesting date and all vesting shall occur only on the Phantom Units credited vesting date; provided that no Termination of Employment has occurred prior to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disabilitydate. (ciii) If In the Participant’s employment or service is terminated by the Employer event of a Termination of Employment without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the PlanParticipant’s employment agreement with the Company), during or due to non-renewal by the Change Company of Control Period such employment agreement, or upon the Participant’s death or Disability (or term or concept of like import, as defined in the Plan)Participant’s employment agreement with the Company) (each, an “Acceleration Event”) prior to the portion fourth anniversary of such Phantom Units credited to the date of grant, then any remaining unvested Shares of Restricted Stock that would have vested if the Participant’s Phantom Unit Account that have not employment had continued for an additional twelve (12) months shall become vested on the date of such Acceleration Event and cease to be Restricted Stock (but shall immediately vest and be paid within remain subject to Section 5 of the thirty (30) day period following the termination Agreement). The Shares of employment or service with the EmployerRestricted Stock will become fully vested on a Change in Control. (eiv) Notwithstanding When any other provisions Shares of Restricted Stock become vested, the Company shall promptly issue and deliver, unless the Company is using book entry, to the Participant a new stock certificate registered in the name of the Participant for such Shares without the legend set forth in this Agreement or in the Plan, if Section 4 hereof and deliver to the Participant ceases any related other RS Property, subject to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and voidapplicable withholding.

Vesting. (a) Except A. The Participant shall have a non-forfeitable right to a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become vested on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in subparagraphs this Agreement and the Plan. B. The Award will become eligible to vest upon achievement of the Granted PSUs goals (b“Performance Goals”), as adopted by the Committee in the first calendar quarter of the year in which the Award is granted and communicated. The calculation of the number of Granted PSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (c“LTI Overview”), (d) which is also found on your Fidelity stock plan account. Granted PSUs that become eligible to vest are referred to as the “Eligible PSUs.” In the event and (e) belowto the extent that the Performance Goals are not satisfied, such Granted PSUs shall not become eligible to vest and shall be immediately forfeited. As specified in the Participant Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of Granted PSUs will become vested in eligible to vest. In no event shall the Phantom Units awarded pursuant to this Agreement on December 15th number of Eligible PSUs exceed 200% of the second calendar year (number of Granted PSUs. All Eligible PSUs shall vest on the “Plan Year”) that is after later of the Plan Year that third anniversary of the Phantom Units are credited Grant Date or the date of the Committee’s determination of the degree to his or her Phantom Unit Account which the Performance Goals have been satisfied (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) C. Except as otherwise provided in this Agreementthe Plan, if upon termination of the Participant’s employment with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will immediately terminate, except as follows: (i) any portion of the Award held by the Participant terminates employment or service with the Employer immediately prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as termination of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability will, to the extent not vested previously, become fully vested upon the later of (a) the date of death or Disability of the Participant or (b) the determination of the Eligible PSUs based on the Performance Goals and the Committee’s approval, even if such determination occurs following the date of death or Disability of the Participant; and (ii) any portion of the Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested upon the later of the date of Retirement or determination of the Eligible PSUs based on the Performance Goals and the Committee’s approval for fifty percent (50%) of the number of Eligible PSUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PSUs of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to any termination For Cause or any termination for insufficient performance, as defined in determined by the Plan)Company. D. Notwithstanding anything herein to the contrary, all any portion of the Award held by a Participant or a Participant’s permitted transferee immediately prior to the cessation of the Participant’s unvested Phantom Units employment For Cause shall become vested as terminate at the commencement of business on the date of the Participant’s termination of employment or service with the Employer on account of death or Disabilitysuch termination. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. The Options shall vest and become exercisable as follows: one-third (a1/3) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Plan Year”Tranche” and each such anniversary a Vesting Date) that is after unless previously vested or forfeited in accordance with the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if to the Participant extent then unvested, the Options shall immediately become vested and exercisable if: i. Participant’s employment terminates employment or service with the Employer on account of due to death or Disability (as defined Permanent Disability, or ii. Participant’s employment terminates on or within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the Planevent of Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement 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 most recent Vesting Date, or if no Vesting Date has yet occurred the number of months since the Date of Grant, by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), all provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of the Participant’s unvested Phantom Units shall each such Tranche would have otherwise become vested as of under the date of schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment or service for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the Employer on account first sentence of death or Disability. (cSection 4(b) If hereof the Participant’s employment or service is terminated by exercise of the Employer without Cause (as defined in the Plan) Options prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account satisfaction of such requirement. Any fractional Options that have not vested will immediately vest in full would result from application of this Section 4(a) shall be aggregated and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will shall vest on a pro-rated basis based on the portion first anniversary of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the EmployerGrant. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) below. Except as otherwise provided in subparagraphs (b), Section 3(b) or (c), (d) and (e) below, to the Participant will become vested extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the Phantom Units awarded pursuant minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018have been met. (b) Except as otherwise provided in this Agreement, if In the event the Participant dies or terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or a Disability (as defined in before the Plan), all end of the Participant’s unvested Phantom Performance Period, the Participant shall vest in that number of Restricted Share Units shall become vested as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or suffered a Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s termination death or the date the Participant’s employment is terminated as a result of employment or service Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Employer on account Performance Criteria) and the Participant’s, or the Participant’s estate or beneficiaries in the event of death Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or suffered a Disability. (c) If In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated by for any reason within twelve months after the Employer without Cause Company obtains actual knowledge that a Change in Control has occurred, and before the Restricted Share Units have become vested under Section 3(a) or (as defined b), the Participant shall vest in the Plan) prior Restricted Share Units having a value equal to the Vesting DateTarget Amount granted under Section 2 of this Agreement (and, for the Deferral avoidance of doubt, no additional amount of Restricted Share Units credited in which the Participant may have been entitled to vest in accordance with the Performance Criteria) and the Participant’s Phantom Unit Account that have not rights to such vested will immediately vest in full and amount of Restricted Share Units shall become nonforfeitable as of the Matching Units credited to date on which the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant employment with or service to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years laterterminated. (d) If a Change of Control Except as provided in Section 3(b) or (as defined in c) above, if the Plan) occurs after Participant’s employment with the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but Company terminates for any reason prior to the Vesting Dateexpiration of the Performance Period, all then-unvested Restricted Share Units shall be canceled immediately and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited shall not be payable to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as otherwise provided On each Measurement Date set forth in subparagraphs (b), (c), (d) and (e) Column 1 below, the Participant will Option shall vest and become vested exercisable for the corresponding number of shares of Common Stock set forth in Column 2 below if the Optionee's employment has not terminated. The "Vested Portion" of the Option as of any particular date shall be the cumulative total of all shares for which the Option has become exercisable as of that date. ------------------------------------------------- Column 1 Column 2 Shares Vesting on Measurement Date Measurement Date ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- Notwithstanding the foregoing, in the Phantom Units awarded pursuant to this Agreement on December 15th of event the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of Optionee's employment or service with the Employer Company and/or any Parent Corporation or Subsidiary Corporation is terminated within _______ (___) year(s) after a "Change in Control" then, immediately prior to the Vesting Dateeffective date of such termination, all Options or converted rights which have not expired, shall become fully vested and exercisable (if not already vested and exercisable) by Optionee for a period of three (3) months thereafter. For exampleIn addition, Phantom Units that are credited upon a Change in Control, pursuant to a Participant’s Unit Account Section 7.2 of the Plan, this Option shall be canceled and automatically converted into the right to receive, and thereafter shall be exercisable for, in 2016 will vest on December 15, 2018 provided that accordance with the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in Plan and this Agreement, if the Participant terminates employment or service with securities, cash and/or other consideration that a holder of the Employer shares underlying the Options would have been entitled to receive upon consummation of a Change in Control had such shares been issued and outstanding immediately prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate effective date and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all time of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined Change in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date net of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Planappropriate exercise prices), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. The vesting of the RSUs that remain eligible to vest after December 31, 2016 pursuant to Section 5 is conditioned upon the Participant’s satisfaction of the vesting requirements set forth in this Section 6. (a) Except as otherwise provided may be accelerated as set forth in subparagraphs the Plan or as set forth below in this Section 6, 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 (bas that term is defined in Section 7), (c)the RSUs that remain eligible to vest after December 31, (d) and (e) below, the Participant will become vested in the Phantom Units awarded 2016 pursuant to this Agreement Section 5 shall vest in three equal portions, on December 15th the first, second and third anniversaries of the second calendar year Award Date (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Vest Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed byhas not incurred a Termination prior to such date. If an employment or consulting agreement provides for some degree of accelerated vesting conditioned on the Participant signing a release, separation agreement or continuously provides services toother post-Termination conduct, the Employer from forfeiture of the date RSUs that remain eligible to vest after December 31, 2016 pursuant to Section 5 will be held in abeyance until the period for signing the release or separation agreement (and not rescinding it) or such Phantom Units are credited other post-Termination conduct expires, at which point a determination will be made by the Corporation or an Affiliated Entity as to his whether the requirements for accelerated vesting have been met. If the criteria for accelerated vesting have been met, in the sole discretion of the Corporation or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting DateAffiliated Entity, the Phantom Units credited to Conversion Date for that portion of the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units RSUs shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of 60 days after the date of the Participant’s termination Termination; provided, however, in the event the Participant satisfies the Rule of employment 75 at the time of such Termination, the Conversion Date shall be the next regularly scheduled Vest Date. (b) Upon the Participant’s Termination due to death or service with Disability (as that term is defined in Section 7) prior to the Employer on account third anniversary of the Award Date, the RSUs that remain eligible to vest after December 31, 2016 pursuant to Section 5 shall be fully vested as of the last to occur of (i) the date that the number of units eligible to vest is determined pursuant to Section 5, or (ii) the Participant’s Termination due to death or Disability. (c) If Upon the Participant’s employment or service is terminated by the Employer without Cause Termination due to Retirement (as that term is defined in the PlanSection 7) prior to the Vesting third anniversary of the Award Date, the Deferral Units credited RSUs that remain eligible to vest after December 31, 2016 pursuant to Section 5 shall vest on the last to occur of (i) the date that the number of units eligible to vest is determined pursuant to Section 5, or (ii) the date of the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited Termination due to Retirement; provided however, if the Participant’s Phantom Unit Account that have not vested will Termination due to Retirement occurs prior to December 31, 2016, then the amount eligible to vest on a pro-rated basis shall be prorated and determined based on the portion product of (A) the vesting period during which the Participant was employed by the Employer. For the purpose lesser of determining (i) the number of Matching Units that become vested days served during 2016 plus 90, divided by 366, and (ii) one; times (B) the number of RSUs eligible to vest pursuant to this subparagraph, Section 5. Any RSUs which do not vest in accordance with the vesting period commences formula shall be forfeited. The Participant shall not be entitled to receive any Dividend Equivalents on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years laterforfeited RSUs. (d) If Upon a Change of in Control (as defined in prior to the Plan) occurs after the Date of Grant third anniversary of the Phantom Units Award Date, the Compensation Committee of the Board of Directors of the Corporation (the “Committee”) may elect, in its sole discretion, to accelerate the vesting of some or all of the RSUs subject to this Agreement and while Agreement, in accordance with the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account terms of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during . No provision of this Agreement shall require the Committee to accelerate such vesting upon a Change of in Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employerany other event. (e) Notwithstanding To the extent any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to RSUs have not vested upon the Participant’s Phantom Unit Account that have not vested as Termination pursuant to the provisions of this Section 6, those RSUs shall be immediately forfeited upon the date of such date Termination. Upon such forfeiture, the Participant shall immediately terminate and become null and voidno longer be entitled to receive Dividend Equivalents on such forfeited RSUs.

Vesting. (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) below. Except as otherwise provided in subparagraphs (b), Section 3(b) or (c), (d) and (e) below, to the Participant will become vested extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the Phantom Units awarded pursuant minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018have been met. (b) Except as otherwise provided in this Agreement, if In the event the Participant dies or terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or a Disability (as defined in before the Plan), all end of the Participant’s unvested Phantom Performance Period, the Participant shall vest in that number of Restricted Share Units shall become vested as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or suffered a Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s termination death or the date the Participant’s employment is terminated as a result of employment or service Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Employer on account Performance Criteria) and the Participant’s, or the Participant’s estate or beneficiaries in the event of death Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had Participant not died or suffered a Disability. (c) If In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated by for any reason within twelve months after the Employer without Cause Company obtains actual knowledge that a Change in Control has occurred, and before the Restricted Share Units have become vested under Section 3(a) or (as defined b), the Participant shall vest in the Plan) prior Restricted Share Units having a value equal to the Vesting DateTarget Amount granted under Section 2 of this Agreement (and, for the Deferral avoidance of doubt, no additional amount of Restricted Share Units credited in which the Participant may have been entitled to vest in accordance with the Performance Criteria) and the Participant’s Phantom Unit Account that have not rights to such vested will immediately vest in full and amount of Restricted Share Units shall become nonforfeitable as of the Matching Units credited to date on which the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant employment with or service to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years laterterminated. (d) If a Change of Control Except as provided in Section 3(b) or (as defined in c) above, if the Plan) occurs after Participant’s employment with the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but Company terminates for any reason prior to the Vesting Dateexpiration of the Performance Period, all then-unvested Restricted Share Units shall be canceled immediately and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited shall not be payable to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except Subject to the Optionee’s not having a Termination of Relationship prior to the applicable vesting date and except as otherwise provided set forth in subparagraphs (b), (c), (d) and (e) belowSection 7, the Participant will Options shall become vested in the Phantom Units awarded non-forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable pursuant to this Agreement on December 15th of the second calendar year (Section 4, the “Plan YearVested Options”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account in percent ( %) increments on each of , , , and . Upon a Complete Change in Control (other than in connection with a Qualified Public Offering) (such date, the “Vesting Option Acceleration Date”), provided 100% of the Participant does Options which have not incur a termination theretofore become Vested Options and which are scheduled to vest on each of employment or service with the Employer prior to remaining vesting dates set forth in the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 previous sentence will vest on December 15the ( ) month anniversary of such Option Acceleration Date, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided Optionee remains in this Agreement, if the Participant terminates continuous employment with or service with the Employer prior to the Vesting Company or a Subsidiary for the ( ) month period following such Option Acceleration Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if in the event that the Participant terminates employment or service with has a Termination of Relationship during the Employer on account period of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of time following the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) such Option Acceleration Date and prior to the Vesting ( ) month anniversary of such Option Acceleration Date, as a result of his or her death, Disability, termination from employment or services by the Deferral Units credited to Company or a Subsidiary without Cause or resignation from employment or services with Good Reason, 100% of the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will Options shall vest on a pro-rated basis based on the portion date of the vesting period during which the Participant was employed such Termination of Relationship. All decisions by the Employer. For the purpose of determining the number of Matching Units that become vested Committee with respect to any calculations pursuant to this subparagraphSection 4 (absent manifest error), including the vesting period commences Committee’s determination of whether and the date on which a Complete Change in Control or an Option Acceleration Date occurs shall be final and binding on the January 1 of the Plan Year that the Company would have Optionee. Except as otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed byprovided herein, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall all unvested Options will immediately terminate and become null and voidupon a Termination of Relationship (after giving effect to any vesting in connection with such Termination of Relationship).

Vesting. (a) Except The Options shall vest as otherwise provided follows: (i) 1/36th of the shares subject to the Option shall be fully vested on the Effective Date; and (ii) subject to the terms herein and the Optionee continuing to perform services for the Company on each applicable vesting dates, the remaining 35/36th of the shares subject to the Option shall vest ratably and become exercisable in subparagraphs equal monthly tranches on the 11th day of each calendar month, based on the passage of time, over 35 consecutive months, commencing on July 11, 2021. Notwithstanding the foregoing, the Options shall vest and become exercisable in full upon the termination of the Optionee’s employment or service with the Company without Cause (if termination is by the Company) or for Good Reason (if termination is by Optionee), as such terms are defined in the employment or service agreement of such Optionee or if such term or terms is not defined in the employment or service agreement or there is not an employment or service agreement, as defined in Section 10 of this Agreement. In lieu of fractional vesting, the number of Options shall be rounded up each time until fractional Options are eliminated. (b) Subject to Sections 3(c) and 4 of this Agreement, Options may be exercised by providing to the Company the Notice of Option Exercise in the form attached hereto as Exhibit A after vesting and remain exercisable until 5:30 p.m. New York time on the date that is the fifth (5th) year anniversary of the date of this Agreement. 1 The per share closing price on the day prior to the Effective Date to be inserted. (c) However, notwithstanding any other provision of this Agreement, at the option of the Board in its sole and absolute discretion, all Options shall be immediately forfeited in the event any of the following events occur: (i) The Optionee purchases or sells securities of the Company without written authorization in accordance with the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy then in effect, if any; (ii) The Optionee (A) discloses, publishes or authorizes anyone else to use, disclose or publish, without the prior written consent of the Company, any proprietary or confidential information of the Company, including, without limitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets or any other proprietary or confidential information or (B) directly or indirectly uses any such proprietary or confidential information for the individual benefit of the Optionee or the benefit of a third party; (iii) During the term of employment or service and for a period of two (2) years thereafter, the Optionee disrupts or damages, impairs or interferes with the business of the Company or its Affiliates by recruiting, soliciting or otherwise inducing any of their respective employees to enter into employment or other relationship with any other business entity, or terminate or materially diminish their relationship with the Company or its Affiliates, as applicable; (iv) During the term of employment or service and for a period of one (1) year thereafter, the Optionee solicits or directs business of any person or entity who is (A) a customer of the Company or its Affiliates at any time or (B) solicited to be a “prospective customer” of the Company or its Affiliates, in any case either for such Optionee or for any other person or entity. For purposes of this clause (v), (c)“prospective customer” means a person or entity who contacted, (d) and (e) belowor is contacted by, the Participant will become vested in Company or its Affiliates regarding the Phantom Units awarded pursuant provision of services to this Agreement or on December 15th behalf of such person or entity; provided that the Optionee has actual knowledge of such prospective customer; (v) The Optionee fails to reasonably cooperate to effect a smooth transition of the second calendar year (the “Plan Year”) that is after the Plan Year Optionee’s duties and to ensure that the Phantom Units are credited to his Company is apprised of the status of all matters the Optionee is handling or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a is unavailable for consultation after termination of employment or service with of the Employer prior Optionee if such availability is a condition of any agreement to which the Company and the Optionee are parties; (vi) The Optionee fails to assign all of such Optionee’s rights, title and interest in and to any and all ideas, inventions, formulas, source codes, techniques, processes, concepts, systems, programs, software, computer data bases, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable or subject to copyright or trademark or trade secret protection, developed and produced by the Optionee used or intended for use by or on behalf of the Company or the Company’s clients; (vii) The Optionee acts in a disloyal manner to the Vesting Date. For exampleCompany, Phantom Units such as making comments, whether oral or in writing, that are credited tend to a Participant’s Unit Account disparage or injure (i) the reputation or business of the Company or its Affiliates, or is likely to result in 2016 will vest on December 15discredit to, 2018 provided or loss of business, reputation or goodwill of, the Company or its Affiliates or (ii) its directors, officers or stockholders; or (viii) A finding by the Board that the Participant is continuously employed by, or continuously provides services to, Optionee has acted against the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all interests of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment Company or service with the Employer on account of death in a manner that has or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that may have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based detrimental effect on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years laterCompany. (d) If For purposes of this Agreement, “Affiliate” means with respect to a Change person or entity, any other person or entity controlled by, in control of Control (as defined in the Plan) occurs after the Date of Grant or under common control with such person or entity, and “controlled,” “controlled by,” and “under common control with” shall mean direct or indirect possession of the Phantom Units subject power to this Agreement and while direct or cause the Participant is employed bydirection of management or policies (whether through ownership of voting securities, by contract or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (iotherwise) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause person or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and voidentity.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (dSections 3(b) and (e3(c) belowbelow and to the extent not previously vested or forfeited as provided herein, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on date as determined by the portion Committee after termination of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2022 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the peer group defined on Appendix B, over a three-year performance period beginning on January 1, 2019 and ending on December 31, 2021 (the “Performance Period”) as certified by the Committee following the end of the Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date of Issuance shall be determined as set forth on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the Plan)event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with section 12(b) below. With respect to any Units that have vested on the Date of Issuance, the portion Shares related thereto shall be issued to you, in settlement of such Phantom Units credited vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the award, as provided in Section 6 below. All Units, including your rights thereto and to the Participant’s Phantom Unit Account that have underlying Shares, which do not vested vest on or before the Date of Issuance, as provided in this Section 3, shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested forfeited as of such date shall immediately terminate and become null and voidDate of Issuance (to the extent not previously forfeited as provided herein).

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account The Restricted Shares that have not previously been forfeited will vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement. In addition, the Restricted Shares that have not previously vested as or been forfeited will vest immediately upon the first to occur of such Vesting Date shall terminate and the corresponding Units shall be forfeitedfollowing events: (i) death of the Employee; provided(ii) Total Disability of the Employee; and, however, that if the Participant terminates employment or service with the Employer on account (iii) a Change of death or Disability (Control as defined in the Plan). Notwithstanding the foregoing, all the number of Restricted Shares vesting on each date specified in the Vesting Schedule at the beginning of this Agreement may be reduced based upon the relationship of the ParticipantCompany’s unvested Phantom Units actual fully-diluted earnings-per-share (“EPS”) for 2011 to budgeted EPS for 2011, as specifically set forth on Exhibit A attached hereto, as such targets may be amended from time-to-time by the Board. The Committee shall become vested determine whether the performance hurdle was achieved as promptly as practicable following review of the date of Company’s audited fiscal 2011 financial results. In the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service event that a reduction is terminated by the Employer without Cause (as defined in the Plan) prior applied to the Vesting Date, Schedule at the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will beginning of this Agreement (a) such a reduction shall occur immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed upon determination by the Employer. For Committee that the purpose of determining performance hurdle was not achieved and (b) if such reduction would cause the number of Matching Units that become vested pursuant Restricted Shares subject to this subparagraphvesting on each date specified in the Vesting Schedule to be a fraction of a share, the number of Restricted Shares subject to vesting period commences on the January 1 each of the Plan Year that first two dates specified in the Company would have otherwise paid the Annual Bonus Vesting Schedule shall be rounded down to the Participant but for nearest whole-share while the Participant’s deferral election and ends number of Restricted Shares subject to vesting on each of the January 1 that is three years later. (d) If a Change of Control (as defined last two dates specified in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service Vesting Schedule shall be rounded up to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employernearest whole-share. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. The Options shall vest and become exercisable as follows: one-third (a1/3) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Plan YearTranche”) that is after unless previously vested or forfeited in accordance with the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if to the Participant extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment (or consulting, director or advisory services) terminates employment or service with the Employer on account of due to death or Disability Permanent Disability, or (as defined ii) the Participant’s employment terminates without Cause or for Good Reason (including for purposes of this Section 4(a), a termination without Cause by the Company of consulting, director or advisory services). Further, provided, that to the extent then unvested, in the Plan), all event of the Participant’s unvested Phantom Units Retirement where such Retirement is (A) on or after the first anniversary of the Date of Grant, or (B) prior to the first anniversary of the Date of Grant but following such Retirement the Participant continues to render services to the Company or one of its Subsidiaries as a consultant, director or other advisor through the first anniversary of the Date of Grant, Options not previously vested shall immediately become vested upon such occurrence but shall only become exercisable on the date each Tranche would have otherwise become vested under the schedule described above in this Section 4(a). If the Participant’s Retirement occurs prior to the first anniversary of the Date of Grant and following such Retirement, the Participant does not continue to render services to the Company or one of its Subsidiaries as a consultant, director or other advisor through the first anniversary of the Date of Grant, the Options shall become immediately vested on a pro-rata basis based on the number of calendar days the Participant has been employed (or rendered services as a consultant, director or other advisor) by the Company during the period beginning on the Date of Grant and ending on the first anniversary of the Date of Grant (with the remainder of the Options forfeited) but the vested Options shall only become exercisable on the date each Tranche would have otherwise become vested under the schedule described above in this Section 4(a); provided, however, that only one-third of the total Options that became vested by reason of the Retirement of the Participant prior to the first anniversary of the date of Grant shall become exercisable on each such date. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment or service for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the Employer on account first sentence of death or Disability. (cSection 4(b) If hereof the Participant’s employment or service is terminated by exercise of the Employer without Cause (as defined in the Plan) Options prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account satisfaction of such requirement. Any fractional Options that have not vested will immediately vest in full would result from application of this Section 4(a) shall be aggregated and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will shall vest on a pro-rated basis based on the portion first anniversary of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the EmployerGrant. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) A. The Participant shall have a non-forfeitable right to a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. Except as provided in Section 2.C. or 2.D. below, no portion of any Award shall become vested on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in subparagraphs this Agreement and the Plan. B. The Award will become eligible to vest upon achievement of each of three annual performance goals (bthe “Annual Performance Goals”), as adopted by the Committee in the first calendar quarter of each of the three years beginning on the first year in which the Award is granted and communicated. The calculation of the number of Granted PSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on your Fidelity stock plan account. Granted PSUs that become eligible to vest upon the achievement of each of the Annual Performance Goals are referred to as the “Eligible PSUs.” In the event and to the extent that the any of the Annual Performance Goals are not satisfied (or deemed satisfied in accordance with Section 2.C. below), such Granted PSUs connected to such unachieved Annual Performance Goals shall not become eligible to vest and shall be immediately forfeited upon the Committee’s determination that such Annual Performance Goals have not been satisfied (or deemed satisfied). As specified in each of the Annual Performance Goals, in the event and to the extent that the Annual Performance Goals are exceeded, an additional number of Granted PSUs will become eligible to vest. In no event shall the number of Eligible PSUs exceed 200% of the number of Granted PSUs. All Eligible PSUs shall vest on (i) the later of the third anniversary of the Grant Date or the date of the Committee’s determination of the degree to which the Annual Performance Goals have been satisfied (which shall occur not later than March 1 immediately following the end of the year to which the Annual Performance Goals relate), (c)ii) in the event of a Corporate Change in Control, (d) and (e) the date or dates described in Section 2.C. below, the Participant will become vested or (iii) in the Phantom Units awarded pursuant to this Agreement on December 15th event of a termination of the second calendar year (Participant’s employment with the “Plan Year”) that is after Company and its Affiliates on account of death, Disability or Retirement, the Plan Year that the Phantom Units are credited to his date or her Phantom Unit Account dates described in Section 2.D. below (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided C. In the event of a Corporate Change in this AgreementControl, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited subject to the Participant’s Phantom Unit Account continued employment with the Company and its Affiliates through the date of such Corporate Change in Control: (i) the Committee shall determine the extent to which the Annual Performance Goals relating to the year prior to the year in which the Corporate Change in Control occurs are achieved, if not yet determined, and the Granted PSUs that have not vested are eligible to vest based on the achievement of such Annual Performance Goals shall become Eligible PSUs based on the level of achievement so determined as of immediately prior to such Vesting Date Corporate Change in Control; (ii) any outstanding Granted PSUs that are eligible to vest based on the achievement of Annual Performance Goals relating to a year in which the Corporate Change in Control occurs or a year after the Corporate Change in Control occurs shall terminate become Eligible PSUs as of immediately prior to such Corporate Change in Control assuming that the Annual Performance Goals are achieved at target; (iii) to the extent the acquiring or surviving entity assumes, continues or substitutes for Eligible PSUs (determined after giving effect to clauses (i) and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service (ii) above) in connection with the Employer on account of death or Disability Corporate Change in Control, the Eligible PSUs (as defined including any Granted PSUs that had become Eligible PSUs by their terms prior to the Corporate Change in the Plan)Control) shall remain outstanding and, all of subject to the Participant’s unvested Phantom Units continued employment with the acquiring or surviving entity, shall become vested as vest in full upon the third anniversary of the date Grant Date or, if earlier, upon an Involuntary Employment Action as described in Section 10.C. of the Plan or the Participant’s termination of employment or service with the Employer on account of death or Disability; (iv) to the extent the acquiring or surviving entity does not assume, continue or substitute for the Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) in connection with the Corporate Change in Control, the Eligible PSUs (including any Granted PSUs that had become Eligible PSUs by their terms prior to the Corporate Change in Control) shall vest in full as of immediately prior to the Corporate Change in Control; and (v) notwithstanding clause (iii) or (iv) above, with respect to a Participant who is or becomes eligible for Retirement at any time after the Grant Date and on or before the latest Vesting Date described in Section 2.B. above, to the extent required to avoid adverse tax results under Section 409A, the Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) shall vest in full as of immediately prior to the Corporate Change in Control. (c) If D. Except as otherwise provided in the Plan or Section 2.C. above, upon termination of the Participant’s employment or service with the Company and its Affiliates for any reason, any portion of the Award that is terminated not then vested will immediately terminate, except as follows: (i) any portion of the Award held by the Employer without Cause (as defined in the Plan) Participant immediately prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have termination of employment on account of death or Disability, to the extent not vested previously, will immediately vest in full become fully vested as follows: (1) with respect to any Eligible PSUs for which the achievement of Annual Performance Goals has been determined as of the date of such termination on account of death or Disability, upon the date of such termination; and (2) with respect to any Eligible PSUs for which the achievement of Annual Performance Goals has not been determined on the date of such termination, upon the date of the determination of the Eligible PSUs based on the achievement of the applicable Annual Performance Goals and the Matching Units credited Committee’s determination thereof (including under Section 2.C. above, in which case the Eligible PSUs (determined after giving effect to Section 2.C. above) will vest as of immediately prior to the Corporate Change in Control), even if such determination occurs following the date of death or Disability of the Participant; and (ii) any portion of the Award held by the Participant immediately prior to the Participant’s Phantom Unit Account that have Retirement, to the extent not vested previously, will vest become fully vested as follows: (1) with respect to any Eligible PSUs for which the achievement of Annual Performance Goals has been determined as of the date of such Retirement, upon the date of Retirement and, (2) with respect to any Eligible PSUs for which the achievement of Annual Performance Goals has not been determined on a pro-rated basis the date of such Retirement, upon the date of the determination of the Eligible PSUs based on the achievement of the applicable Annual Performance Goals and the Committee determination thereof (including under Section 2.C. above, and with the Eligible PSUs determined after giving effect to Section 2.C. above), in each case, with respect to fifty percent (50%) of the number of Eligible PSUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PSUs of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to any termination For Cause or any termination for insufficient performance, as determined by the Company. E. Notwithstanding anything herein to the contrary, any portion of the vesting period during which the Award held by a Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus or a Participant’s permitted transferee immediately prior to the Participant but for cessation of the Participant’s deferral election and ends employment For Cause shall terminate at the commencement of business on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion date of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employertermination. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(e) below. Except as otherwise provided in subparagraphs (b), Section 3(b) or (c), (d) and (e) below, to the Participant will become vested extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the Phantom Units awarded pursuant minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018have been met. (b) Except as otherwise provided in this Agreement, if In the event the Participant dies or terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or a Disability (as defined in before the Plan), all end of the Participant’s unvested Phantom Performance Period, the Participant shall vest in that number of Restricted Share Units shall become vested as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s termination death or the date the Participant’s employment is terminated as a result of employment or service Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Employer Performance Criteria shall vest) and the Participant’s, or the Participant’s estate’s or beneficiaries’ in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or had his employment terminated on account of Disability. Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the application of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability. (c) If In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated by the Employer Company without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which or if the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation resigns for Good Reason (as defined in the Plan), during in each case within twelve months after a Change in Control has occurred, (and before the Change of Control Period Restricted Share Units otherwise have become vested under Section 3(a), (as defined in the Planb) or (d)), the portion Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of such Phantom this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units credited in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s Phantom Unit Account that have not rights to such vested amount of Restricted Share Units shall immediately vest and be paid within become nonforfeitable as of the thirty date on which the Participant’s employment with or service to the Company is terminated. (30d) day period following In the event of the Participant’s termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by Retirement before the Employer for Cause or voluntary separation by end of the EmployeePerformance Period, unless different treatment is specified in an employment agreement between the Participant and the Company, the Participant shall continue to vest in the number of Restricted Stock Units awarded under this Agreement in accordance with Section 3(a) without regard to any Phantom Units credited to continuous employment requirements. For purposes of the Agreement, “Retirement” shall be defined as the Participant’s Phantom Unit Account that have not vested as voluntary termination of such employment on or after the date shall immediately terminate the Participant has attained fifty-nine (59) years of age and become null and voidhas provided ten (10) years of service to the Company.

Vesting. (a) Except as otherwise Each I-P Unit shall be an Unvested Unit upon grant. An I-P Unit shall vest only to the extent provided in subparagraphs (b), (c), (d) this Section 3. The maximum number of I-P Units that may vest under this Agreement is 400,000 I-P Units. Upon conversion of an I-P Unit into an I Unit as provided herein and (e) belowin the Partnership Agreement, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom I-P Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018shall be cancelled. (b) Except An I-P Unit will become a Vested Unit upon satisfaction of both the Service Condition and the Performance Condition (each as otherwise provided described below). Upon becoming a Vested Unit, the I-P Unit will immediately and automatically convert into an I Unit on a one-for-one basis, as set forth in this Section 3, subject to the provisions of the Partnership Agreement. For the avoidance of doubt, (i) because the vesting of the I-P Unit requires satisfaction of the Service Condition and the Performance Condition, an I-P Unit will not become a Vested Unit (if at all) until a Service Vesting Date has occurred, regardless of whether the applicable Performance Condition has been satisfied and (ii) an I-P Unit will be forfeited if the Participant terminates Performance Condition has not become satisfied prior to earlier of (x) the End Date (as defined below) and (y) the first anniversary of a Good Leaver Termination (as defined below). An I-P Unit shall remain outstanding until the earliest of (A) the End Date, (B) a termination of employment that is not a Good Leaver Termination, (C) the one year anniversary of a Good Leaver Termination, (D) a Change in Control (as defined in the Amended and Restated 2016 Evercore Partners Inc. Stock Incentive Plan (the “Plan”)), (E) a breach of the Restrictive Covenant Agreement (as defined below) and (F) conversion of the I-P Unit into an I Unit. (c) The “Service Condition” will be satisfied if (i) Executive remains a full time employee of Evercore in good standing through March 1, 2022 (“End Date”) or service with the Employer (ii) prior to the Vesting End Date, the Phantom Units credited Executive’s employment with Evercore terminates due to the ParticipantExecutive’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provideddeath, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s a termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer Evercore without Cause (as defined in the Plan) prior to the Vesting DateEmployment Agreement by and among Executive, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full Partnership and the Matching Units credited to General Partner, dated as of November 15, 2016 (the Participant“Employment Agreement”)), Executive’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the PlanEmployment Agreement) or Executive’s retirement on or after January 15, 2022 in accordance with the terms of the Employment Agreement including, without limitation, the advance notice requirements thereof (each such termination of employment, a “Good Leaver Termination”). The earlier of the End Date and the date of a Good Leaver Termination is referred to as the “Service Vesting Date.” No Service Vesting Date will occur in the event Executive’s employment with Evercore is terminated by the Company with Cause or by Executive’s resignation without Good Reason (which resignation does not satisfy the requirements for retirement under the Employment Agreement), during and the Change I-P Units shall be immediately forfeited without any consideration on the date of Control Period any such termination of employment. (as defined d) The “Performance Condition” with respect to an I-P Unit will be satisfied if at any time after the Grant Date but prior to the earlier of the End Date and the first anniversary of a Good Leaver Termination, the average of the high and low price of Class A Common Stock on a trading day (the “Stock Price”) is equal to or falls within the range of the Stock Prices included in the Plan)table below opposite such I-P Unit for at least 20 consecutive trading days: 200,000 $65.00 - $74.99 200,000 200,000 $75.00 and greater 200,000 For the avoidance of doubt, to the extent the Performance Condition is satisfied based on a Stock Price of $75.00 or greater, the portion of such Phantom Performance Condition with respect to all 400,000 I-P Units credited shall be satisfied (to the Participant’s Phantom Unit Account that have extent not vested previously satisfied). The Stock Prices included in the table shall immediately vest be equitably adjusted to reflect any change in the capitalization of the General Partner or shares of Class A Common Stock, including by reason of stock dividend or split, reorganization, recapitalization, merger, consolidation, spin-off, combination or transaction or exchange of shares of Class a Common Stock or other corporate exchange, or any distributions to shareholders of shares of Class A Common Stock or cash (other than a regular cash dividend) or any transaction similar to the foregoing, in a manner as to preserve and be paid within not distort the thirty (30) day period following the termination of employment or service with the EmployerPerformance Condition. (e) Notwithstanding any other provisions set forth anything in this Agreement the foregoing to the contrary, in the event of a Change in Control, the Service Condition shall be satisfied and the Performance Condition may be satisfied (in full or in part) based on the Planvalue of the consideration paid per share of Class A Common Stock in such transaction or, as applicable, the per share value of Class A Common Stock implied by such transaction (the “CIC Value”). Solely to the extent such treatment is consistent with the treatment of the I-P Units as “profits interests” within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343 and Rev. Proc. 2001-43, 2001-2 C.B. 191, and other Internal Revenue Service guidance and the Partnership Agreement (the “Profits Interest Restriction”), immediately prior to a Change in Control, the I-P Units will vest and convert into the number of I Units that would be issuable if the Performance Condition was satisfied based on a Stock Price equal to the CIC Value plus $10.00. Any I-P Unit that does not vest based on the CIC Value shall be forfeited immediately prior to the Change in Control. As an illustrative example, assuming no I-P Units have vested prior to the Change in Control, if the Participant ceases CIC Value is $65.00, the Performance Condition with respect to 400,000 I-P Units shall be employed by, or provide service satisfied and 400,000 I Units shall be issuable to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested Executive (as of such date shall immediately terminate and become null and void$65.00 plus $10.00 equals $75.00).

Vesting. (a) Except The Unit Award shall become Vested on the basis of one Unit to one share of Common Stock only upon the Vesting Dates and the satisfaction of the performance criteria, if any, as set forth in the Vesting Schedule, and the Dividend Equivalent Award shall become Vested only upon the vesting of the underlying Unit Award and only if a cash dividend has actually been declared and issued on the Common Stock on or after the Grant Date and on or before the Payment Date of the underlying Unit, in each case except as otherwise provided herein or determined by the Company in subparagraphs (b), (c), (d) and (e) below, the Participant will its sole discretion. No portion of any Award shall become vested in the Phantom Units awarded pursuant to this Agreement Vested on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For exampleDate unless the Employee is then, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15and since the Grant Date has continuously been, 2018 provided that employed by the Participant is continuously employed by, Company or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018an Affiliate. (b) Except as otherwise provided in this Agreement, if In the Participant terminates event that the Employee takes a leave of absence from his or her employment or service with the Employer prior to the a Vesting Date, the Phantom Units credited Company has the discretion to suspend vesting during such leave of absence as provided for in the Company’s leave policy, to the Participantextent permitted by applicable law. Upon the Employee’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeitedreturn to active work, vesting will resume; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined unless otherwise provided in the Plan)Company’s leave policy, all or otherwise required by applicable law, the Employee will not receive credit for any vesting during the leave of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disabilityabsence period. (c) If In the Participantevent that the Employee’s employment terminates prior to a Vesting Date for any reason, including without limitation (1) death, (2) disability, or service is terminated (3) termination by the Employer without Cause Company or any Affiliate, or (4) other termination of employment, as defined further described in the PlanSection 7(j)(iii) prior to the Vesting Dateof this Agreement, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the any portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units Award that has not then become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years laterVested will be forfeited automatically. (d) If In the event of a Change of Control (as defined in the Plan) occurs after the Date of Grant merger or acquisition of the Phantom Units subject to this Agreement and while Company in which the Participant Company is employed bynot the surviving entity, or providing service to a sale of substantially all of the EmployerCompany’s assets, but prior to the Company may, in its sole discretion, accelerate the Vesting Dateof all or any portion of any Award, and unless the Participant terminates employment surviving entity agrees to assume or service on account provide substituted awards in respect of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account Awards that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employeryet become Vested. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will The Stock Units shall become vested according to the vesting table in Exhibit A, detailing the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year vesting dates (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the each, an individual “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously continues to be employed by, or continuously provides services provide approved service to, the Employer from the Date of Grant until the applicable Vesting Date. The following table defines which date that is assigned as the annual vesting date (the “Designated Vesting Date”) based on the grant date. January 1 – March 31 February 15th of the next calendar year April 1 – June 30 May 15th of the next calendar year DB1/ 119264074.2 July 1 – September 30 August 15th of the next calendar year October 1 – December 30 November 15th of the next calendar year * If a Designated Vesting Date falls on a weekend, federal holiday or any other day the Nasdaq Global Market is closed for trading, such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018Designated Vesting Date will become the next active trading day of the Company’s common stock. (b) Except as otherwise provided in this Agreement, if The vesting of the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Stock Units shall be forfeited; providedcumulative, howeverbut shall not exceed 100% of the Stock Units. If the foregoing schedule would produce fractional Stock Units, the number of Stock Units that if vest shall be rounded down to the Participant terminates employment or service with nearest whole Stock Unit and the Employer on account of death or Disability (as defined fractional Stock Units will be accumulated so that the resulting whole Stock Units will be included in the Plan), all number of the Participant’s unvested Phantom Stock Units shall that become vested as of on the date of the Participant’s termination of employment or service with the Employer on account of death or Disabilitylast Vesting Date. (c) If the Participant’s employment or service terminates on account of the Participant’s death or Disability before the last Vesting Date, any unvested Stock Units shall become fully vested upon such termination of employment or service. (d) In the event of a Change of Control, the provisions of the Plan applicable to a Change of Control shall apply to the Stock Units, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate as described in the Plan. In addition, if the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) as a result of a Change of Control and the Stock Units are assumed by, or replaced with an award with comparable terms by, the surviving corporation (or parent or subsidiary of the surviving corporation) and the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which or by the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. Good Reason (dif applicable) If upon or within 12 months following a Change of Control and before the Stock Units are fully vested in accordance with the vesting schedule set forth in Section 3(a) above, any unvested Stock Units shall become fully vested upon such termination of employment or service. In the event that the surviving corporation (as defined in the Plan) occurs after the Date of Grant or a parent or subsidiary of the Phantom surviving corporation) does not assume or replace the Stock Units subject to this Agreement with an award with comparable terms, and while the Participant is employed by, or providing service to the Employerservices to, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in on the Plan), during date of the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the EmployeeControl, any Phantom unvested Stock Units credited to shall become fully vested upon the Participant’s Phantom Unit Account that have not vested as date of such date shall immediately terminate and become null and voidthe Change of Control.

Vesting. (a) Except Subject to the Participant’s continued service as otherwise provided in subparagraphs an Employee of the Company, the RSUs shall vest and become non-forfeitable with respect to one-third (b)1/3) of the RSUs initially granted hereunder on each of (i) the first anniversary of the Grant Date, (c)ii) the second anniversary of the Grant Date, (d) and (eiii) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th third anniversary of the second calendar year Grant Date (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”pro-rata vesting), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting DateOnce vested, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units RSUs shall be forfeited; providedpaid to Participant in Shares as soon as administratively practicable, howeverbut not later than thirty (30) days, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disabilityafter their applicable vesting date. (c) If Notwithstanding the Participant’s employment or service is terminated by the Employer without Cause (as defined foregoing, in the Plan) prior to event the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest above vesting schedule results in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that any fractional Shares, such fractional Shares shall not be deemed vested hereunder but shall instead only vest and become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years laternon-forfeitable when such fractional Shares aggregate whole Shares. (d) If a Change of Control (the Participant’s service as defined in the Plan) occurs after the Date of Grant an Employee of the Phantom Units subject to this Agreement and while the Participant Company is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation terminated for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited any reason other than due to the Participant’s Phantom Unit Account that have death or Disability, or due to Participant’s Retirement (as defined below), the RSUs shall, to the extent not vested shall immediately vest and then vested, be paid within forfeited by the thirty (30) day period following the termination of employment or service with the EmployerParticipant without consideration. (e) Notwithstanding any other provisions set forth in In the event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Participant within the first year following the Grant Date of this Agreement or Agreement, Participant shall be entitled to vest in the PlanRSUs that would have otherwise vested had service continued through the first anniversary of the Grant Date, with such RSUs vesting on that date. All RSUs that do not vest in accordance with the preceding sentence shall be forfeited and cancelled automatically at the time of the Participant’s death, Disability or Retirement. In the event that Participant’s employment is terminated by reason of death, Disability or Retirement after the first year following the Grant Date of this Agreement, Participant shall be entitled to vest in all remaining unvested RSUs on the same dates they would have vested had Participant’s employment continued through such dates. (f) For purposes of this Agreement, “Retirement” shall mean Participant’s termination of employment for any reason (other than for Misconduct as defined in Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of continuous service as an employee of the Company or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that Participant ceases has violated any of the Obligations in Appendix A to this Agreement, the Participant shall not be deemed to be employed by, or provide service to the Employer on account of a termination by the Employer eligible for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account Retirement and all RSUs that have not vested been settled shall be forfeited effective as of such the date shall immediately terminate and become null and voidthat the violation first occurred.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account The Restricted Shares that have not previously been forfeited will vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement. In addition, the Restricted Shares that have not previously vested as or been forfeited will vest immediately upon the first to occur of such Vesting Date shall terminate and the corresponding Units shall be forfeitedfollowing events: (i) death of the Employee; provided(ii) Total Disability of the Employee; and, however, that if the Participant terminates employment or service with the Employer on account (iii) a Change of death or Disability (Control as defined in the Plan). Notwithstanding the foregoing, all the number of Restricted Shares vesting on each date specified in the Vesting Schedule at the beginning of this Agreement may be reduced based upon the relationship of the ParticipantCompany’s unvested Phantom Units actual fully-diluted earnings-per-share (“EPS”) for 2013 to budgeted EPS for 2013 and the achievement of positive net income for 2013, as specifically set forth on Exhibit A attached hereto, as such targets may be amended from time-to-time by the Board. The Committee shall become vested determine whether the performance hurdle was achieved as promptly as practicable following review of the date of Company’s audited fiscal 2013 financial results. In the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service event that a reduction is terminated by the Employer without Cause (as defined in the Plan) prior applied to the Vesting Date, Schedule at the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will beginning of this Agreement (a) such a reduction shall occur immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed upon determination by the Employer. For Committee that the purpose of determining performance hurdle was not achieved and (b) if such reduction would cause the number of Matching Units that become vested pursuant Restricted Shares subject to this subparagraphvesting on each date specified in the Vesting Schedule to be a fraction of a share, the number of Restricted Shares subject to vesting period commences on the January 1 each of the Plan Year that first two dates specified in the Company would have otherwise paid the Annual Bonus Vesting Schedule shall be rounded down to the Participant but for nearest whole-share while the Participant’s deferral election and ends number of Restricted Shares subject to vesting on each of the January 1 that is three years later. (d) If a Change of Control (as defined last two dates specified in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service Vesting Schedule shall be rounded up to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employernearest whole-share. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) For Members of the Group A Plan, notwithstanding that a Member has not reached their normal retirement date, any Member in service who has completed at least ten (10) years of creditable service and who has not received a refund of their contributions, with interest, under Article IV, section (4), shall be eligible for a vested retirement pension which shall be payable in the event such Member is permanently laid off by the Authority or their employment terminates for reasons which are beyond their control (specifically excluding voluntary quit or discharge for cause) before such Member becomes eligible for an early or normal retirement allowance under the Retirement Plan. Such vested retirement pension shall be based on the total creditable service of the Member up to the time their employment terminates and their then computed “average final Compensation” and shall be paid to such Member beginning with the first day of the month coincident with or next following the sixty-fifth anniversary of their date of birth in amount as follows: 50 percent of Normal Retirement Allowance if such Member has completed 10 years of Creditable Service up to the time their employment terminates plus 5 percent of Normal Retirement Allowance for each additional year of creditable service up to 20 years total service. (b) A Member of the Group B Plan shall have a fully vested deferred retirement allowance (calculated in accordance with this subsection (b)), and be deemed a Vested Member, if the following conditions are satisfied: (i) the Member has accrued 10 or more years of creditable service; (ii) the Member’s service with the Authority was terminated for any reason prior to such Member becoming eligible for a retirement allowance set out in accordance with Article IV, section (2); and (iii) the Member has not withdrawn their contributions from the Fund. Such Vested Member’s retirement allowance shall equal 2.46% of the average Compensation of the three (3) years in which the Vested Member had maximum Compensation multiplied by such Vested Member’s number of years of creditable service, provided, however, that such allowance shall not exceed 80% of such average Compensation. Except as otherwise provided in subparagraphs (b), (c), (d) and (e) belowthe following sentence, the Participant will become vested in Vested Member’s retirement allowance shall begin the Phantom Units awarded pursuant to month following the Member attaining 65 years of age. A Vested Member eligible for a retirement allowance under this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. subsection (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer may elect to receive their retirement allowance prior to the Vesting Dateattaining age 65, the Phantom Units credited to the Participant’s Phantom Unit Account in which case that have not vested as of such Vesting Date shall terminate and the corresponding Units allowance shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated reduced for their entire retirement by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by6% per year, or providing service to the Employerone-half percent for each month, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employerretirement before age 65. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as Subject to the terms and conditions of this Agreement and the Plan and unless otherwise provided in subparagraphs (b), (c), (d) and (e) belowforfeited pursuant to section 3, the Participant will become vested in PSUs shall vest, and the Phantom Units awarded pursuant Restricted Period with respect to this Agreement on December 15th the PSUs shall terminate, immediately following the last day of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeitedPeriod; provided, however, that if the Participant terminates employment or service with PSUs shall vest during the Employer Vesting Period on account of death or Disability the date, (as defined in a) immediately preceding the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the effective date of the ParticipantRecipient’s termination of employment Retirement as determined by the Committee in relation to the PSUs: either (A) after reaching age 70 or service with (B) after reaching age 55 and having been employed or engaged by the Employer on account of Company or any Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B) For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the Vested Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the Vested Shares.), (b) immediately preceding the Recipient’s death or the effective date of the Recipient’s Disability. , and (c) If the Participanteffective date of the termination of the Recipient’s employment or service is terminated engagement with the Company or any Subsidiary by the Employer without Cause Company or Subsidiary (as defined which, whenever used in the Planthis Agreement, includes any such entity’s successor) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation “Cause” means, in addition to any cause for Good Reason (termination as defined provided in any other applicable written agreement between the Plan), during the Change of Control Period (as defined in the Plan)Company, the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.applicable

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, The RSUs ultimately earned by the Participant Employee will become vested in the Phantom Units awarded pursuant to this Agreement vest on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account [Vest Date] (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to Upon the Vesting Date, the Phantom Units credited to RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the Participantevent of the Employee’s Phantom Unit Account that have retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vested as of vest until the Vesting Date and upon such Vesting Date shall terminate Date, such RSUs will be immediately settled in shares of Common Stock and the corresponding Units shall will be forfeited; providedimmediately transferable thereafter (and, howeverin any event, that if the Participant terminates employment or service within 70 days thereafter), with the Employer on account of death or Disability (as defined in the Plan), all amount of the Participant’s unvested Phantom Units shall become vested as resulting award to be determined on the basis of the date Company’s achievement of the Participantperformance criteria. Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the occurrence of any of the following events: (a) the Employee’s termination of employment or service with death; (b) the Employer on account of death or Employee’s Disability.; (c) If a Change in Control under which the Participant’s employment successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or service is terminated by the Employer without Cause (as defined in the Plancould have attained) age 62 and 5 Years of Service prior to the Vesting DateExpiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Deferral Units credited Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the Participant’s Phantom Unit Account participants as those existing as of the effective date of the Change in Control and that have otherwise comply with, and do not vested will immediately vest result in full and a violation of, Section 409A of the Matching Units credited Code, which replacement shall be subject to the ParticipantCompensation Committee’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later.approval; (d) If an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change of in Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer.Company occurs; or (e) Notwithstanding any other provisions set forth a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in this Agreement or which a Change in Control of the Plan, if the Participant ceases Company occurs pursuant to be employed by, or provide service a notice of termination of employment delivered to the Employer on account of a termination by the Employer for Cause or voluntary separation Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any Phantom Units credited to then-completed year in the Participant’s Phantom Unit Account performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not vested as then been completed, it will be assumed that the Company achieved “target” performance on each of the performance measures for such date shall immediately terminate year(s), resulting in the payment of 100% of the one-half of the total target RSU award amount of this grant relating to such year(s). All RSUs will be forfeited upon termination of the Employee’s employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or after attaining age 62 and become null and void5 Years of Service.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to No portion of this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer Option shall vest prior to the Vesting dates indicated below. Subject to Section 4 hereof, on or after the date of grant and the following dates this Option may be exercised up to the indicated percentage of shares covered by this Option: Percentage of Each Priced Option Initially Cumulative Percentage Date Exercisable Exercisable ------------------------------------------------------------------------------------------------- Effective Date 25% 25% First Anniversary of Effective Date 25% 50% Second Anniversary of Effective Date 25% 75% Third Anniversary of Effective Date 25% 100% Subject to earlier termination under Section 4 hereof, at any time after the third anniversary of the Effective Date, but no later than the Expiration Date, Optionee may purchase all or any part of the shares subject to this Option which Optionee theretofore failed to purchase. For exampleThe grant of 300,000 of the 400,000 options (including 100,000 options exercisable at $18) which are the subject of this option are expressly subject to the approval by the stockholders of the Company of such grant and, Phantom Units that are credited accordingly, none of the options vesting after the Effective Date may be exercised unless and until such approval has been obtained. In each case the number of shares which may be purchased shall be calculated to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services tonearest full share. Notwithstanding the foregoing, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer options granted hereby shall become fully exercisable prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; providedscheduled dates above (subject, however, that to the provisions of the paragraph relating to stockholder approval) if the Participant terminates Executive's employment or service with the Employer on account Company pursuant to the terms of death his employment agreement with the Company of even date herewith (the "Employment Agreement") is terminated prior to the expiration of the term by the Company without cause or Disability by Executive for good reason (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment Employment Agreement) or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior due to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant Employment Agreement). Further, if Executive has not been offered appointment as chief executive officer of the Phantom Units subject to this Agreement and while the Participant is employed byCompany by December 31, or providing service to the Employer, but prior to the Vesting Date1999, and as a result terminates his employment on or before March 31, 2000, then the Participant terminates employment or service options which would have vested on account January 1, 2001 shall become vested concurrently with such termination. The payments that Executive shall be entitled to receive upon the exercise of (i) a termination the options covered hereby and under his Employment Agreement shall in all events be limited by the Employer without Cause, provisions of Section 280G of the Internal Revenue Code ("Code") and the regulations thereunder (or their then equivalents) and no payment shall be made (iiand no option vesting accelerated) a resignation for Good Reason (as defined that would have the result of limiting the deductibility of such payments by the Company that would result in the Plan), during imposition of an excise tax under Section 4999 of the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the EmployerCode. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (aA) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) belowOn the last day of the Measurement Period, the Participant will become vested in PRSU Shares stated on the Phantom Units awarded Acceptance Page shall be adjusted pursuant to this Agreement the Specific Performance Goals as set forth on December 15th Exhibit A attached hereto, and after the adjustment, become the total number of the second calendar year (Vested Shares that will be used to settle the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”PRSUs under section 1(d), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that (x) if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the ParticipantRecipient’s employment or service engagement with the Company or any Subsidiary is terminated by before the Employer without Cause Vesting Start Date for any reason, (as defined in y) if the PlanRecipient retires, dies or becomes Disabled before the last day of the Measurement Period, or (z) if a Sale Event4 takes place prior to the Vesting Start Date and the surviving or acquiring entity or the new entity resulting from the Sale Event refuses to assume or continue the PRSUs or to substitute a similar equity award, the PRSUs shall be forfeited in their entirety and no distribution or payment of any amount under such PRSUs shall ever be made to the Recipient. For clarity, any PRSUs, assumed, continued or substituted following the Sale Event (that takes place prior to the Vesting Start Date) will be subject to section 2(B) below. (B) Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, following the Measurement Period, the PRSUs shall vest (that is, the Restricted Period with respect thereto shall terminate) pursuant to the Vesting Schedule; provided, however, that the Date, he or she shall be considered a Specified Employee for the Deferral Units credited 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., from February 1st to the Participant’s Phantom Unit Account that have not vested will immediately vest in full following January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Matching Units credited Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $180,000 for 2019). 4 A “Sale Event” shall mean (i) the Participant’s Phantom Unit Account sale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that have not vested will vest employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a pro-rated consolidated basis based on to one or more unrelated persons or entities, (ii) a Change in Control, or (iii) the portion sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the outstanding Common Stock are converted into or exchanged for securities of the vesting period during which successor entity) where the Participant was employed by stockholders of the EmployerCompany, immediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in the aggregate more than 50 percent of the voting shares of the acquirer or surviving entity (or its ultimate parent corporation, if any). For the purpose of determining the number sub-section (iii) of Matching Units that become vested pursuant to this subparagraphdefinition, the vesting period commences on the January 1 only voting shares of the Plan Year that acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Company would have otherwise paid the Annual Bonus to the Participant but in exchange for the Participant’s deferral election Common Stock shall be counted, and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant any voting shares of the Phantom Units subject to this Agreement and while acquirer or surviving entity (or its ultimate parent, if any) already owned by stockholders of the Participant is employed by, or providing service to the Employer, but Company prior to the Vesting Date, and the Participant terminates employment or service on account of (i) transaction shall be disregarded. 3 | P a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employerg e 01435\040\8330619. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except Subject to Section 4(b) hereof and the further provisions of this Agreement, a number of whole shares of Restricted Stock as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant close as possible to this Agreement on December 15th 25% of the second calendar year total number of shares granted hereunder shall vest on each of the first four anniversaries of November 15, 2014 (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the each such date, a “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except In the event of the occurrence of a Change in Control, as otherwise provided defined in this AgreementSection 3.8(a) of the Plan, if as in effect on the Participant terminates employment or service with date of such occurrence, before all the Employer prior to the Vesting Dateshares of Restricted Stock are vested, the Phantom Units credited Restricted Stock shall become vested in full on the date of such Change in Control. However, Participant agrees that such vesting shall be waived in the event that (x) such Change in Control is also a Change of Control of Genco Shipping & Trading Limited (“Genco”) pursuant to the Participant’s Phantom Unit Account that have not vested Employment Agreement with Genco dated as of September 21, 2007 (the “Genco Employment Agreement”) and (y) such Vesting Date shall terminate and Change in Control is not a Change in Control as described in clause (i)(B) or (ii)(B) of the corresponding Units shall be forfeiteddefinition provided in Section 3.8(a) of the Plan; provided, however, provided that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all event that the Participant’s employment with Genco does not terminate within three months of such Change in Control other than as a result of the Participant’s unvested Phantom Units death or disability, such vesting shall occur exactly three months after the Change in Control notwithstanding such waiver. For the avoidance of doubt, in the event of the occurrence of a Change in Control and of the circumstances in clauses (x) and (y) above, if the Participant’s employment with Genco does not terminate within three months of such Change in Control, the Restricted Stock shall become vested as of in full exactly three months after the date of Change in Control, and if the Participant’s employment with Genco terminates within three months of such Change in Control as a result of death or disability, then the Restricted Stock shall become vested in full in connection with such termination of employment or service with the Employer on account of death or DisabilityGenco. (c) If In the event the Participant is providing Service to the Company pursuant to the Participant’s employment Employment Agreement with the Company dated as of December 19, 2013 (the “Employment Agreement”) or service is obligated to do so, and the Participant’s Service (as defined below) to the Company is terminated before all the shares of Restricted Stock are vested by the Employer Company without Cause cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which or by the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the PlanEmployment Agreement), during then the Change Restricted Stock shall become vested in full on the date of Control Period such termination. (d) In the event the Participant is not providing Service to the Company pursuant to the Employment Agreement and is not obligated to do so pursuant to the Employment Agreement, and the Participant’s Service with the Company and Genco is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement), the portion Restricted Stock shall become vested in full on the date of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employertermination. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3,4 the RSUs shall vest (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) belowthat is, the Participant will become vested in the Phantom Units awarded Restricted Period with respect thereto shall terminate) pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeitedSchedule; provided, however, that if the Participant terminates employment or service with unvested RSUs shall vest in full during the Employer Vesting Period on account of death or Disability the date, (as defined in a) immediately preceding the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the effective date of the ParticipantRecipient’s Retirement as determined by the Committee in relation to the RSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B)5), (b) immediately preceding the Recipient’s death or the effective date of the Recipient’s Disability, or (c) immediately preceding the effective date of the termination of the Recipient’s employment or engagement with the Company or any Subsidiary by the Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor) without Cause,6 or by the Recipient for a Good Reason,7 in either case only in connection with or within 24 months 4 For example, pursuant to section 3, before the Vesting Start Date, (I) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated by the Recipient for any reason, or (II) if the Recipient retires, dies or becomes Disabled, the RSUs shall be forfeited in their entirety and no distribution or payment of any amount under such RSUs shall ever be made to the Recipient. 5 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the RSU Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the RSU Shares. 6 “Cause” means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the Recipient and the Company or the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or service engagement) or omission to act by the Recipient which may have a material and adverse effect on the business of the Company or Subsidiary or on the Recipient’s ability to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the Employer on account business or affairs of death the Company or Disability. (c) If Subsidiary; provided, however, that the Participant’s employment Recipient first shall have received written notice, which shall specifically identify what the Company or service Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Datecapable of being cured, the Deferral Units credited Recipient shall have failed to cure after 15 days following such notice. 7 A “Good Reason” means the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion occurrence of any of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of following events: (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined material adverse change in the Plan)functions, during duties or responsibilities of the Change of Control Period Recipient’s position (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of than a termination by the Employer for Cause Company or voluntary separation by Subsidiary) which would meaningfully reduce the Employeelevel, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as importance or scope of such date position (provided that, a change in the person, position and/or department to whom the Recipient is required to report shall not by itself constitute a material adverse change in the Recipient’s position), (ii) the relocation of the Company or Subsidiary office at which the Recipient is principally located immediately terminate prior to a Sale Event (the “Original Office”) to a new location outside of the metropolitan area of the Original Office or the failure to place the Recipient’s own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan area of the Original Office), or (iii) a material reduction in the Recipient’s base salary and become null incentive compensation opportunity as in effect immediately prior to a Sale Event; provided, however, that, within 90 days of the incident that provides the basis for a Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and void.the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. 3 | P a g e 01435\040\8330543.v3

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior Performance Units granted hereunder shall vest, subject to the Vesting DateSection 4, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as over a period of such Vesting Date shall terminate and the corresponding Units shall be forfeited; three years in equal, one-third increments (provided, however, that if such increments would otherwise result in a fractional Performance Unit with respect to the Participant terminates employment or service applicable Annual Tranche, such fractional Performance Unit shall be rounded to the nearest whole number) (each increment, an “Annual Tranche” and specifically, with respect to the Employer on account of death or Disability (as defined in the Plan), all applicable Performance Period for each of the Participant’s unvested Phantom 2017, 2018 and 2019 calendar years, the “Year 1 Annual Tranche,” the “Year 2 Annual Tranche,” and the “Year 3 Annual Tranche,” respectively). Except as otherwise provided in this Agreement, the applicable portion, if any, of the Year 1 Annual Tranche, the Year 2 Annual Tranche and the Year 3 Annual Tranche shall vest on the respective dates that the Committee certifies the attainment of the Performance Goals applicable to this Award (“Performance Measures”) for the applicable Performance Period in accordance with Section 4 following completion of the applicable Performance Period (each of these three vesting dates is referred to as a “Normal Vesting Date”). In no event shall the Normal Vesting Date for a Performance Period be later than March 15th of the calendar year following the calendar year in which the applicable Performance Period ends. In no event shall any Performance Units shall become vested granted hereunder that form part of a particular Annual Tranche be eligible to vest following the Normal Vesting Date applicable to such Annual Tranche. Any Performance Units granted hereunder that form part of a particular Annual Tranche and that do not vest as of the date Normal Vesting Date applicable to such Annual Tranche shall be automatically and immediately forfeited for no consideration. In no event shall a number of Performance Units greater than 200% of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, Section 1 vest under any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and voidcircumstances.

Vesting. (a) Except as otherwise provided in subparagraphs this Section 2 or in the Plan or as approved by the Administrator, the RSUs shall vest in accordance with the terms of these Terms and Conditions (bincluding the Notice and the Plan), as follows (cthe occurrence of each such event described in Section 2(a)-(d), a “Vesting Event”): (da) and (e) below, the Participant will RSUs shall become vested on the earliest to occur of the (i) vesting dates set forth in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year Notice (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the each, a “Vesting Date”), provided (ii) the Participant does not incur a termination of Participant’s death and (iii) the Participant’s Disability, subject in each case to the Participant’s continued employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, Company or continuously provides services to, the Employer from the date that its Affiliate through such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018.date; (b) Except as otherwise provided upon the occurrence of a Change in this AgreementControl, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units all then outstanding unvested RSUs shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (treated as defined provided in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability.; (c) If if the Participant’s employment or service is terminated by the Employer without Cause (as defined terminates in the Plan) a Qualifying Termination prior to the fourth anniversary of the Vesting Commencement Date set forth in the Notice, then (i) a pro rata portion of the outstanding unvested RSUs that would otherwise have vested upon the next Vesting Date following such Qualifying Termination (assuming the Participant had remained employed through such Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not ) shall become vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which between (x) the Vesting Date preceding such Qualifying Termination (or, if the Qualifying Termination occurs prior to the first Vesting Date, the Vesting Commencement Date) and (y) the next Vesting Date following such Qualifying Termination that has elapsed as of the date of such termination (the “Accelerated RSUs”) and (ii) the balance of the RSUs (the “Deferred RSUs”) shall remain outstanding and unvested and shall become vested on the remaining Vesting Date or Vesting Dates, as applicable, following such Qualifying Termination provided the Participant was employed by the Employer. For the purpose (A) has not violated Section 13(b) through such Vesting Date and (B) has provided certification of determining the number of Matching Units that become vested pursuant such ongoing compliance with Section 13(b) in writing to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus prior to the Participant (but for the Participant’s deferral election and ends on the January 1 that is three years laterno more than 90 days prior to) such Vesting Date. (d) If if the Participant’s employment terminates in a Change of Control Qualifying Retirement (as defined in the Planbelow) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the fourth anniversary of the Vesting Commencement Date, and all of the outstanding unvested RSUs shall become vested on the remaining Vesting Date or Vesting Dates, as applicable, following such termination provided the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or has not violated Section 13(b) through such Vesting Date and (ii) a resignation for Good Reason has provided certification of such ongoing compliance with Section 13(b) in writing to the Company prior to (as defined but no more than 90 days prior to) such Vesting Date. For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the Administrator, other service to, the Company or Company’s Affiliates, but in the Plan)case of employment with or service to an Affiliate, only during such time as such Affiliate is an affiliate of the Change of Control Period (as defined Company. Notwithstanding anything contained in these Terms and Conditions to the Plan)contrary, the portion Administrator, in its sole discretion, may accelerate the vesting of any RSUs, at such Phantom Units credited times and upon such terms and conditions as the Administrator shall determine, so long as the delivery of Shares for any RSUs subject to Section 409A of the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the EmployerCode is permitted thereby. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) a. Except as otherwise expressly provided in subparagraphs (b)Section 4.b hereof, subject to Participant’s continued employment or service through each applicable vesting date, (c), i) twenty percent (d20%) of the RSUs shall vest on the earlier to occur of (A) two (2) business days after the first day that the Common Stock becomes listed on a nationally recognized securities exchange and (eB) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th six (6)-month anniversary of the second calendar year first date of an initial public offering of the Common Stock that occurs following the Effective Date (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting DateInitial Tranche”), provided and (ii) an additional twenty percent (20%) of the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will RSUs shall vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all each of the Participant’s unvested Phantom Units shall become vested as first four (4) anniversaries of the date of grant. b. Notwithstanding anything to the contrary contained in Section 4.a hereof, upon a Participant’s termination Qualifying Termination, (i) 100% of employment the unvested RSUs shall vest, if such Qualifying Termination occurs on or service with before the Employer first anniversary of the date of grant; (ii) 50% of the unvested RSUs shall vest, if such Qualifying Termination is after the first anniversary and on account or before the second anniversary of the date of grant; and (iii) 25% of the unvested RSUs shall vest, if such Qualifying Termination is after the second anniversary and on or before the third anniversary of the date of grant; provided, that if a Participant undergoes a Qualifying Termination or is terminated due to death or Disability, in each case, prior to vesting of the Initial Tranche, the Initial Tranche shall vest upon such termination. (c) If c. Notwithstanding anything to the contrary contained in Section 4.a hereof, 100% of the RSUs shall vest immediately prior to the consummation of a Change in Control. d. Subject to Section 4.b hereof, vesting shall cease immediately upon termination of Participant’s employment or service is terminated by for any reason, and any portion of the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account RSUs that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service date of such termination shall be forfeited on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan)such date. Once vesting has occurred, the vested portion of such Phantom Units credited to will be settled at the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment time or service with the Employertimes specified in Section 6 hereof. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “[Cliff Vesting Date”), provided - If the Participant does not incur have a termination Termination of employment 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, or service with Retirement, all of the Employer Restricted Shares shall vest.] [Graduated Vesting (assuming a three-year period; other durations could be used) - If the Participant has a Termination of Service prior to the Vesting end of the Restricted Period, the Participant's right to the Restricted Shares shall vest in accordance with the following schedule: (a) If the Termination of Service occurs before _____________, 20__ (the "Initial Vest Date. For example"), Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, shall forfeit all of the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018.Restricted Shares; (b) Except as otherwise provided in this Agreement, if If the Participant terminates employment Termination of Service occurs on or service with after the Employer prior to Initial Vest Date, (i) One-third of the Vesting Restricted Shares shall vest on the Initial Vest Date, ; (ii) One-third of the Phantom Units credited Restricted Shares shall vest on 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 is due to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided's death, howeverDisability, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan)Retirement, all of the Participant’s unvested Phantom Units Restricted Shares shall become vested as 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 Participant’s termination such Termination of employment Service determine that some or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion all of such Phantom Units credited to the Participant’s Phantom Unit Account that have Restricted Shares shall be free of restrictions and shall not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employerforfeited. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as otherwise provided in subparagraphs (b)this Section 3, (c), (d) and (e) below, if the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th Participant’s Date of Termination has not occurred as of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account vesting dates specified below (the “Vesting DateDates”), provided then, the Participant does not incur shall be entitled, subject to the applicable provisions of the Plan and this Award Agreement having been satisfied, to receive on or within a reasonable time after the applicable Vesting Dates the number of shares of Common Stock as described in the following schedule. Once vested pursuant to the terms of this Award Agreement, the Restricted Stock shall be deemed “Vested Stock.” The Participant shall forfeit the unvested portion of the Award (including the underlying Restricted Stock and Accrued Dividends) upon the occurrence of the Participant’s Date of Termination unless the Award becomes vested under the circumstances described in paragraphs (i), (ii), (iii) or (iv) below. (i) The Restricted Stock shall become fully vested upon the occurrence of a Change of Control Event that occurs (i) prior to the Participant’s Date of Termination or (ii) if the Participant has retired prior to such Change of Control Event and is Post-Retirement Eligible, following the Participant’s Date of Termination. (ii) If (A) the Participant’s Date of Termination occurs under circumstances in which the Participant is entitled to a severance payment from the Company, a Subsidiary, or an Affiliated Entity under (1) the Participant’s employment agreement or severance agreement with the Company due to a termination of the Participant’s employment by the Company without “cause” or service by the Participant for “good reason” in accordance with the Employer Participant’s employment agreement or severance agreement or (2) the Devon Energy Corporation Severance Plan and (B) the Participant signs and returns to the Company a release of claims against the Company in a form prepared by the Company (the “Release”), the Restricted Stock shall become fully vested upon the date the Release becomes effective and the Restricted Stock shall be released within a reasonable time after the applicable Vesting Date. If the Participant fails to sign and return the Release to the Company or revokes the Release prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that date the Participant is continuously employed by, or continuously provides services toRelease becomes effective, the Employer from the date that such Phantom Units are credited unvested shares of Restricted Stock subject to his or her Phantom Unit Account until December 15, 2018this Award Agreement shall be forfeited. (biii) Except The Restricted Stock shall become fully vested upon the Participant’s Date of Termination if the Participant’s Date of Termination occurs by reason of the Participant’s death. The Committee may in its sole and absolute discretion, elect to vest all or a portion of the unvested Restricted Stock upon the Participant’s Date of Termination if the Participant’s Date of Termination occurs by reason of disability, Normal Retirement Date, Early Retirement Date, or other special circumstances (as otherwise provided determined by the Committee). (iv) Notwithstanding any provision to the contrary in this Agreement, if the Participant terminates employment or service is Post-Retirement Eligible, the Participant shall, subject to the satisfaction of the conditions in Section 14, be eligible to vest in accordance with the Employer prior to the Vesting DateSchedule above in this Section 3, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all installments of the Participant’s Restricted Stock that remain unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject Termination as follows: Age at Retirement Eligible to this Agreement and while be Earned by the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, 54 and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest earlier 0 % 55 60 % 56 65 % 57 70 % 58 75 % 59 80 % 60 and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.beyond 100 %

Vesting. (a) Except as otherwise provided in subparagraphs (b)Subject to the terms of this Section 3 and the terms of Appendix A, (c), (d) and (e) belowwhich is incorporated by reference herein, the Participant will Performance Share Units shall become vested upon satisfaction of the Performance Goals and terms as set forth in the Phantom Units awarded pursuant Appendix A to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting DateAward Agreement. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that The Committee shall determine whether such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018Performance Goals have been satisfied. (b) Except as otherwise provided If the vesting terms set forth in this AgreementAppendix A would produce fractional Performance Share Units, if the Participant terminates employment or service with the Employer prior number of Performance Share Units that vest shall be rounded down to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disabilitynearest whole Performance Share Unit. (c) If Notwithstanding anything to the Participant’s contrary contained in a written employment agreement, severance agreement, change of control agreement or service is terminated other agreement entered into by and between the Employer without Cause (as defined Participant and the Employer, this Section 3(c) shall apply in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion event of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control before the Vesting Date (as defined in the Plana “Qualifying Change of Control”) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is continues to be employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (ei) Notwithstanding any other provisions set forth in this Agreement or Effective as of immediately prior to a Qualifying Change of Control, but subject to the occurrence of such Change of Control, the number of Performance Share Units eligible to be vested shall be equal to the greater of the number of shares of Common Stock under the (i) the Target Award multiplied by a fraction, the numerator of which is the number of days elapsed from the Date of Grant to the date of the Qualifying Change of Control, and the denominator of which is the number of days in the PlanPerformance Period, and (ii) the Share Payout as a Percentage of Target Award as determined by the Committee under the terms of Appendix A through the latest practicable date prior to such Change of Control. For purposes of this Section 3(c)(i), the Company Relative TSR Percentile Rank shall be determined by reference to the Company’s average relative TSR rank on the twenty (20) consecutive trading days immediately preceding the Qualifying Change of Control. The number of Performance Share Units determined in accordance with this Section 3(c)(i) is referred to as the “Change of Control Adjusted Performance Share Units”. (ii) The Change of Control Adjusted Performance Share Units shall become vested on a Qualifying Change of Control and paid as soon as administratively practicable (but no later than thirty (30) days) following the occurrence of such Change of Control if a replacement or substitute award meeting the requirements of this Section 3(c)(ii) is not provided to the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as in respect of such date Performance Share Units. An award meeting the requirements of this Section 3(c)(ii) is referred to below as a “Replacement Award”. An award shall immediately terminate and become null and void.qualify as a Replacement Award if:

Vesting. (aA) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) belowOn the last day of the Measurement Period, the Participant will become vested in PRSU Shares stated on the Phantom Units awarded Acceptance Page shall be adjusted pursuant to this Agreement the Specific Performance Goals as set forth on December 15th Exhibit A attached hereto, and after the adjustment, become the total number of the second calendar year (Vested Shares that will be used to settle the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”PRSUs under section 1(d), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that (x) if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the ParticipantRecipient’s employment or service engagement with the Company or any Subsidiary is terminated by before the Employer without Cause Vesting Start Date for any reason, (as defined in y) if the PlanRecipient retires, dies or becomes Disabled before the last day of the Measurement Period, or (z) if a Sale Event4 takes place prior to the Vesting DateStart Date and the surviving or acquiring entity or the new entity resulting from the Sale Event refuses to assume or continue the PRSUs or to substitute a similar equity award, the Deferral Units credited PRSUs shall be forfeited in their entirety and no distribution or payment of any amount under such PRSUs shall ever be made to the Participant’s Phantom Unit Account Recipient. For clarity, any PRSUs, assumed, continued or substituted following the Sale Event (that have not vested takes place prior to the Vesting Start Date) will immediately be subject to section 2(B) below. (B) Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, following the Measurement Period, the PRSUs shall vest (that is, the Restricted Period with respect thereto shall terminate) pursuant to the Vesting Schedule; provided, however, that the unvested PRSUs shall vest in full (a) on the date immediately preceding the effective date of the Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Matching Units credited Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $180,000 for 2019). 4 A “Sale Event” shall mean (i) the Participant’s Phantom Unit Account sale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that have not vested will vest employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a pro-rated consolidated basis based on to one or more unrelated persons or entities, (ii) a Change in Control, or (iii) the portion sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the outstanding Common Stock are converted into or exchanged for securities of the vesting period during which successor entity) where the Participant was employed by stockholders of the EmployerCompany, immediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in the aggregate more than 50 percent of the voting shares of the acquirer or surviving entity (or its ultimate parent corporation, if any). For the purpose of determining the number sub-section (iii) of Matching Units that become vested pursuant to this subparagraphdefinition, the vesting period commences on the January 1 only voting shares of the Plan Year that acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Company would have otherwise paid the Annual Bonus to the Participant but in exchange for the Participant’s deferral election Common Stock shall be counted, and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant any voting shares of the Phantom Units subject to this Agreement and while acquirer or surviving entity (or its ultimate parent, if any) already owned by stockholders of the Participant is employed by, or providing service to the Employer, but Company prior to the Vesting Date, and the Participant terminates employment or service on account of (i) transaction shall be disregarded. 3 | P a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.g e 01435\040\8330589.v3

Vesting. (a) Except as otherwise provided The RSUs shall vest in subparagraphs (b), (c), (d) and (e) below, accordance with the Participant will become vested Vesting Table set forth in the Phantom Units awarded pursuant to this Agreement on December 15th Notice of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account Grant (the “Vesting DateTable”), provided . Any fractional shares resulting from the Participant does not incur a termination application of employment or service with the Employer prior percentages in the Vesting Table shall be rounded down to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018nearest whole number of RSUs. (b) Except as otherwise provided in this Agreement, if Upon the Participant terminates employment or service with vesting of the Employer prior to the Vesting DateRSU, the Phantom Units credited Company will deliver to the Participant’s Phantom Unit Account , for each RSU that have not vested becomes vested, one share of Class A Common Stock, subject to the payment of any taxes pursuant to Section 7. The Class A Common Stock will be delivered to the Participant as soon as practicable following each vesting date, but in any event within 30 days of such Vesting Date shall terminate and date. Notwithstanding anything herein to the corresponding Units shall be forfeited; providedcontrary, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all sole discretion of the Participant’s unvested Phantom Units shall become vested as of Board, the Company may, with respect to any applicable vesting date of the Participant’s termination RSU, deliver to the Participant cash having a fair market value equal to the number of employment or service with shares of Class A Common Stock underlying the Employer portion of the RSU that vested on account such date, payable within 30 days of death or Disabilitythe vesting date, less applicable taxes. (c) If If, at the time of a Participant’s cessation of service, the Participant is an “Eligible Executive” under the Company’s Amended and Restated Executive Severance Plan (as may be amended and restated from time to time, the “Severance Plan”), and Participant’s employment or service is terminated by the Employer without Company other than For Cause (as defined in the Severance Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the or Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation resigns for Good Reason (as defined in the Severance Plan), during in each case on or prior to the Change last day of Control the Performance Period then, subject to satisfaction of the release condition set forth in Section 3.06 of the Severance Plan, the Participant shall remain eligible to vest in a prorated number of RSUs following the end of the Performance Period as follows: the number of RSUs that shall vest shall be determined by taking the number of Earned RSUs determined following the end of the Performance Period (if any), prorated by dividing (i) the number of full months Participant was employed following the Grant Date by (ii) the number of full months between the Grant Date and the final vesting date specified in the Vesting Table. For the avoidance of doubt, settlement of any such vested RSUs shall occur no later than 75 days following the last day of the calendar year in which such termination of service occurs. The foregoing treatment shall apply to this Award, as well as any other previously awarded performance-based RSUs that vest based upon achievement of annual financial metrics. For the avoidance of doubt, following the Performance Period, any Earned RSUs shall be treated as Time-Based Equity Awards for purposes of the Severance Plan. (d) In the event of a Reorganization Event (as defined in the Plan)) that occurs prior to the last day of the Performance Period, the portion of such Phantom Units credited RSUs shall be deemed to the Participant’s Phantom Unit Account that have not vested be earned assuming target performance and shall immediately continue to vest and be paid within the thirty (30) day period following the termination of employment or service in accordance with the Employer. (e) Notwithstanding any other provisions time-based schedule set forth in this Agreement or in the Vesting Table and, for purposes of the Severance Plan, if the Participant ceases to shall be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested treated as of such date shall immediately terminate and become null and voidTime-Based Equity Awards.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) 3.1 Except as otherwise provided in this Agreement, if provided that the Participant terminates employment or service Grantee has not incurred a Termination of Service as of the applicable vesting date[, and further provided that any additional conditions and performance goals set forth in Schedule I (attached hereto) have been satisfied]1, the Restricted Stock Units will vest and no longer be subject to any restrictions in accordance with the Employer prior following schedule: [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] 1 NTD: Add if performance goals are applicable. Once vested, the Restricted Stock Units become “Vested Units.” 3.2 If the Grantee incurs a Termination of Service as the result of death or Disability, the Grantee will become vested in the number of Restricted Stock Units (rounded up to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account nearest whole unit) that would have not become vested as of the anniversary of the Grant Date next following such Vesting Date shall terminate Grantee’s death or Disability. 3.3 If a Change in Control occurs, and the corresponding acquiring corporation either assumes this award of Restricted Stock Units, or substitutes new awards with respect to stock of the acquiring corporation, the Restricted Stock Units shall be forfeitedwill not vest upon the Change in Control; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan)event that within twenty-four (24) months following a Change in Control, all of the Participant’s unvested Phantom Units shall become vested as of Company terminates the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the ParticipantGrantee’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for the Grantee terminates employment with Good Reason (as defined in the Plan)Reason, during the Change of Control Period (as defined in the Plan)then, the portion Grantee will become fully vested with respect to all of such Phantom the Restricted Stock Units credited granted pursuant to the Participant’s Phantom Unit Account this Agreement that have not previously been vested. In the event a Change in Control occurs and the acquiring corporation does not assume this award of Restricted Stock Units or provide substitute awards, the Grantee will become fully vested shall immediately vest and be paid within with respect to all of the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in Restricted Stock Units granted pursuant to this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as previously been vested. 3.4 Subject to Sections 3.2 and 3.3, the Grantee’s unvested Restricted Stock Units shall be automatically forfeited upon such Termination of such date Service and neither the Company nor any affiliate shall immediately terminate and become null and voidhave any further obligations to the Grantee under this Agreement.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, The RSUs ultimately earned by the Participant Employee will become vested in the Phantom Units awarded pursuant to this Agreement vest on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account [Vest Date] (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to Upon the Vesting Date, the Phantom Units credited to RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the Participantevent of the Employee’s Phantom Unit Account that have retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vested as of vest until the Vesting Date and upon such Vesting Date shall terminate Date, such RSUs will be immediately settled in shares of Common Stock and the corresponding Units shall will be forfeited; providedimmediately transferable thereafter (and, howeverin any event, that if the Participant terminates employment or service within 70 days thereafter), with the Employer on account of death or Disability (as defined in the Plan), all amount of the Participant’s unvested Phantom Units shall become vested as resulting award to be determined on the basis of the date Company’s achievement of the Participantperformance criteria. Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the occurrence of any of the following events: (a) the Employee’s termination of employment or service with death; (b) the Employer on account of death or Employee’s Disability.; (c) If a Change in Control under which the Participant’s employment successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or service is terminated by the Employer without Cause (as defined in the Plancould have attained) age 62 and 5 Years of Service prior to the Vesting DateExpiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Deferral Units credited Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the Participant’s Phantom Unit Account participants as those existing as of the effective date of the Change in Control and that have otherwise comply with, and do not vested will immediately vest result in full and a violation of, Section 409A of the Matching Units credited Code, which replacement shall be subject to the ParticipantCompensation Committee’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later.approval; (d) If an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change of in Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer.Company occurs; or (e) Notwithstanding any other provisions set forth a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in this Agreement or which a Change in Control of the Plan, if the Participant ceases Company occurs pursuant to be employed by, or provide service a notice of termination of employment delivered to the Employer on account of a termination by the Employer for Cause or voluntary separation Company by the Employee. For purposes of determining the amount of the resulting award in such an event, any Phantom Units credited to it will be assumed that the ParticipantCompany achieved “target” performance on each of the performance measures, resulting in the payment of 100% of the target award amount of this grant. All RSUs will be forfeited upon termination of the Employee’s Phantom Unit Account that have not vested as employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or after attaining age 62 and 5 Years of such date shall immediately terminate and become null and voidService.

Vesting. 2.1 The Award shall vest and become payable as to one third (a1/3) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the total Award Amount on each of the first, second calendar year and third anniversaries of the Grant Date (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the each a “Vesting Date”). On each Vesting Date, provided subject to Sections 2.2 through 2.4 below, Grantee shall be entitled to receive a number of Shares equal to the Participant does quotient obtained by dividing: (i) Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($33,333) (the “Vesting Amount”) by (ii) the average daily closing sales price per Share on the New York Stock Exchange (or such other exchange or source of quotation on which the Shares are listed or quoted if the Shares are not incur a termination then traded on the New York Stock Exchange) (the “Average Price”) for the twelve months preceding the applicable Vesting Date. 2.2 If (a) on or prior to the second anniversary of the Grant Date Grantee’s employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service Company is terminated by the Employer without Cause (as defined in the Plan) prior to that certain Employment Agreement dated February 10, 2014 by and between Company and Grantee (the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by“Employment Agreement”)), or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation Grantee resigns for Good Reason (as defined in the PlanEmployment Agreement), during the Change of Control Period or (as defined in the Plan), the portion of such Phantom Units credited to the Participantb) Grantee’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the EmployerCompany is terminated as a result of Grantee’s death, then the unvested portion of the Award shall immediately become vested and Grantee shall be entitled to receive a number of Shares equal to the quotient obtained by dividing: (i) the unpaid portion of the Award Amount by (ii) the Average Price for the twelve months preceding the date of such termination. 2.3 Upon the occurrence of any Corporate Event (eas defined below) Notwithstanding the unvested portion of the Award shall immediately become vested and Grantee shall be entitled to receive a number of Shares equal to the quotient obtained by dividing: (i) the unpaid portion of the Award Amount by (ii) the Average Price for the twelve months preceding the day immediately prior to the effectiveness of the Corporate Event. For purposes hereof, the term “Corporate Event” means the occurrence of any of the following events: (A) the sale, liquidation or other provisions set forth disposition of all or substantially all of the Company’s assets, other than to a related person (as described in this Agreement Treas. Reg. 1.409A‑3(i)(5)(vii)(B)); (B) a merger or consolidation of the Company with one or more corporations as a result of which, immediately following such merger or consolidation, the shareholders of the Company as a group hold less than a majority of the outstanding capital stock of the surviving corporation; or (C) any person or entity, including any “person” as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), becomes the “beneficial owner”, as defined in the PlanExchange Act, if of shares of the Participant ceases to be employed by, Company’s common stock representing fifty percent (50%) or provide service to more of the Employer on account combined voting power of a termination by the Employer for Cause or voluntary separation by voting securities of the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and voidCompany.

Vesting. (aUnless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) Except as otherwise provided in subparagraphs (b), (c), (d) of the Plan and (e) belowsubject to the last paragraph of this Section 5, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Restricted Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date): a) 33.34% vests on March 15, 202_ b) 33.33% vests on March 15, 202_ c) 33.33% vests on March 15, 202_ Please refer to the website of the Third Party Administrator, which maintains the database for the Plan and provides related services, for the specific Vesting Dates related to the Restricted Share Units (click on the specific Grant Name or Grant ID in the Portfolio/Account Summary View). On each Vesting Date, and upon the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. If the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s Chief Legal Officer due to an alleged violation of the Company’s Code of Business Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the Chief Legal Officer or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the Recovery Date, the Grantee dies, is disabled or is terminated without Cause or terminates for Good Reason, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) or is terminated for cause prior to the Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated Suspension Event, unless otherwise agreed by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years laterCompany. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except So long as otherwise provided in subparagraphs (b), (c), (d) and (e) belowthe Grantee continues to be Employed through the applicable vesting date, the Participant will become vested in the Phantom Units awarded pursuant Restricted Stock shall vest as to this Agreement one-third of such Shares on December 15th each of the second calendar year (third, fourth and fifth anniversaries of the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Effective Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this AgreementNotwithstanding the foregoing, if the Participant terminates employment Grantee’s Employment is terminated without Cause by the Company Group or service with by the Employer Grantee for Good Reason, the Restricted Stock shall become vested, to the extent not previously vested, as of immediately prior to such termination: (i) if such termination occurs at least six months after the Effective Date but prior to the Vesting first anniversary of the Effective Date, with respect to 20% of the Phantom Units credited Restricted Stock; or (ii) if such termination occurs on or after the first anniversary of the Effective Date but prior to the Participant’s Phantom Unit Account third anniversary of the Effective Date, with respect to the total percentage of the Restricted Stock that would have not been vested as of such Vesting Date shall terminate and termination date, if the corresponding Units shall be forfeitedRestricted Stock had originally vested with respect to 20% of such Shares on each of the first five anniversaries of the Effective Date; provided, however, that in any event, if such termination occurs on or subsequent to the Participant terminates employment or service with the Employer on account of death or Disability first date, following an Initial Public Offering (as defined in the PlanStockholder’s Agreement), all on which the Sponsors, collectively, are the Beneficial Owners of less than 40% of the Participant’s unvested Phantom Units shall become vested aggregate number of shares of Common Stock of which the Sponsors, collectively, are the Beneficial Owners as of the date Grant Date, then the Restricted Stock shall become vested, to the extent not previously vested, with respect to 100% of the Participant’s termination of employment or service with the Employer on account of death or DisabilityRestricted Stock. (c) If Notwithstanding any of Section 3(a) or (b) above, upon a Change of Control on a date when the Participant’s employment or service Grantee is terminated by Employed with any member of the Employer without Cause Company Group (as defined in disregarding any termination occurring on the Plan) date of the Change of Control), any then-outstanding and unvested Restricted Stock shall automatically become vested, to the extent not previously vested, with respect to 100% of the Restricted Stock immediately prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion Change of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units Control. (d) Any Shares that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus Section 3 shall be referred to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years lateras “Vested Restricted Stock. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer.” (e) Notwithstanding any other Subject to the provisions set forth in this Agreement or in the Planof Section 3(b) above, if the Participant ceases to be employed byGrantee’s employment with the Company Group is terminated for any reason by the Company or any member of the Company Group, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation Grantee, any Restricted Stock that has not yet become Vested Restricted Stock at such time shall be forfeited by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and voidGrantee without consideration therefor.

Vesting. (a) Except So long as otherwise provided in subparagraphs (b), (c), (d) and (e) belowthe Grantee continues to be Employed through the applicable vesting date, the Participant will become vested in the Phantom Units awarded pursuant Restricted Stock shall vest as to this Agreement 25% of such Shares on December 15th each of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”)April 1, provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example2015, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15April 1, 2018 provided that the Participant is continuously employed by2016, or continuously provides services toApril 1, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 152017 and April 1, 2018. (b) Except as otherwise provided in this AgreementNotwithstanding the foregoing, if the Participant terminates employment Grantee’s Employment is terminated without Cause by the Company Group or service with by the Employer Grantee for Good Reason, the Restricted Stock shall become vested, to the extent not previously vested, as of immediately prior to such termination: (i) if such termination occurs at least six months after the Effective Date but prior to the Vesting first anniversary of the Effective Date, with respect to 25% of the Phantom Units credited Restricted Stock; or (ii) if such termination occurs on or after the first anniversary of the Effective Date but prior to the Participant’s Phantom Unit Account third anniversary of the Effective Date, with respect to the total percentage of the Restricted Stock that would have not been vested as of such Vesting Date shall terminate and termination date, if the corresponding Units shall be forfeitedRestricted Stock had originally vested with respect to 25% of such Shares on each of the first four anniversaries of the Effective Date; provided, however, that in any event, if such termination occurs on or subsequent to the Participant terminates employment or service with the Employer on account of death or Disability first date, following an Initial Public Offering (as defined in the PlanStockholder’s Agreement), all on which the Sponsors, collectively, are the Beneficial Owners of less than 40% of the Participant’s unvested Phantom Units shall become vested aggregate number of shares of Common Stock of which the Sponsors, collectively, are the Beneficial Owners as of the date Grant Date, then the Restricted Stock shall become vested, to the extent not previously vested, with respect to 100% of the Participant’s termination of employment or service with the Employer on account of death or DisabilityRestricted Stock. (c) If Notwithstanding any of Section 3(a) or (b) above, upon a Change of Control on a date when the Participant’s employment or service Grantee is terminated by Employed with any member of the Employer without Cause Company Group (as defined in disregarding any termination occurring on the Plan) date of the Change of Control), any then-outstanding and unvested Restricted Stock shall automatically become vested, to the extent not previously vested, with respect to 100% of the Restricted Stock immediately prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion Change of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units Control. (d) Any Shares that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus Section 3 shall be referred to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years lateras “Vested Restricted Stock. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer.” (e) Notwithstanding any other Subject to the provisions set forth in this Agreement or in the Planof Section 3(b) above, if the Participant ceases to be employed byGrantee’s employment with the Company Group is terminated for any reason by the Company or any member of the Company Group, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation Grantee, any Restricted Stock that has not yet become Vested Restricted Stock at such time shall be forfeited by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and voidGrantee without consideration therefor.

Vesting. (a) Except as otherwise provided in subparagraphs (b)Subject to the terms of this Section 3 and the terms of Appendix A, (c), (d) and (e) belowwhich is incorporated by reference herein, the Participant will Performance Share Units shall become vested upon satisfaction of the Performance Goals and terms as set forth in the Phantom Units awarded pursuant Appendix A to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting DateAward Agreement. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that The Committee shall determine whether such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018Performance Goals have been satisfied. (b) Except as otherwise provided If the vesting terms set forth in this AgreementAppendix A would produce fractional Performance Share Units, if the Participant terminates employment or service with the Employer prior number of Performance Share Units that vest shall be rounded down to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disabilitynearest whole Performance Share Unit. (c) If Notwithstanding anything to the Participant’s contrary contained in a written employment agreement, severance agreement, change of control agreement or service is terminated other agreement entered into by and between the Employer without Cause (as defined Participant and the Employer, this Section 3(c) shall apply in the Plan) prior to event of a Change of Control before the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full Date (a “Qualifying Change of Control”) and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which while the Participant was continues to be employed by the Employer. For . (i) Effective as of immediately prior to a Qualifying Change of Control, but subject to the purpose occurrence of determining such Change of Control, the number of Matching Performance Share Units that become eligible to be vested pursuant shall be equal to this subparagraphthe greater of the number of shares of Common Stock under the (i) the Target Award multiplied by a fraction, the vesting period commences on numerator of which is the January 1 number of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after days elapsed from the Date of Grant to the date of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting DateQualifying Change of Control, and the Participant terminates employment or service on account denominator of (i) a termination by which is the Employer without Causenumber of days in the Performance Period, or and (ii) the Share Payout as a resignation for Good Reason (Percentage of Target Award as defined in determined by the Plan), during Committee under the terms of Appendix A through the latest practicable date prior to such Change of Control Period (as defined in the PlanControl. For purposes of this Section 3(c)(i), the portion of such Phantom Units credited Company Relative TSR Percentile Rank shall be determined by reference to the ParticipantCompany’s Phantom Unit Account that have not vested shall immediately vest and be paid within average relative TSR rank on the thirty (30) day period following consecutive trading days immediately preceding the termination Qualifying Change of employment or service Control. The number of Performance Share Units determined in accordance with this Section 3(c)(i) is referred to as the Employer“Change of Control Adjusted Performance Share Units”. (eii) Notwithstanding any other provisions set forth in The Change of Control Adjusted Performance Share Units shall become vested on a Qualifying Change of Control and paid as soon as administratively practicable (but no later than thirty (30) days) following the occurrence of such Change of Control if a replacement or substitute award meeting the requirements of this Agreement or in the Plan, if Section 3(c)(ii) is not provided to the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as in respect of such date Performance Share Units. An award meeting the requirements of this Section 3(c)(ii) is referred to below as a “Replacement Award”. An award shall immediately terminate and become null and void.qualify as a Replacement Award if:

Vesting. Any Restricted Stock issued hereunder shall become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan) as follows if the Participant has been continuously employed by or otherwise provides services to the Company or an Affiliate from the applicable Settlement Date until the applicable vesting date: (a) If only the Minimum level of performance set forth on Appendix A is achieved during the Performance Period, then the Restricted Stock shall vest as follows: Vesting Date Percentage Vested January 15, 2016 0 % January 15, 2017 0 % January 15, 2018 0 % January 15, 2019 0 % January 15, 2020 100 % (b) If at any time during the Performance Period the performance metric set forth on Appendix A is achieved at any level higher than the Minimum level, then the Restricted Stock shall vest as follows: Vesting Date Percentage Vested January 15, 2016 0 % January 15, 2017 0 % January 15, 2018 0 % January 15, 2019 50 % January 15, 2020 50 % -22- For the avoidance of doubt (i) notwithstanding Section 4.1(a), any shares of Restricted Stock issued as a result of the achievement of the Minimum level prior to the achievement of a performance level higher than the Minimum level shall become vested as to the applicable aggregate Percentage Vested set forth in this Section 4.1(b) upon the Achievement Date of such higher performance level and thereafter shall become vested in accordance with this Section 4.1(b); and (ii) any shares of Restricted Stock issued on or following January 31, 2018 as a result of achievement of a performance level higher than the Minimum level shall be vested on the applicable Settlement Date as to the applicable aggregate Percentage Vested set forth in this Section 4.1(b) on such Settlement Date and thereafter shall become vested in accordance with this Section 4.1(b). Except as otherwise provided in subparagraphs (b)herein, (c), (d) and (e) below, the Participant will become vested there shall be no proportionate or partial vesting in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer periods prior to the Vesting Dateapplicable vesting dates and all vesting shall occur only on the appropriate vesting date. For exampleWhen any shares of Restricted Stock become vested, Phantom Units that are credited the Company shall promptly deliver to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability any related RS Property (as defined in the Planbelow), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employerapplicable withholding. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, The RSUs ultimately earned by the Participant Employee will become vested in the Phantom Units awarded pursuant to this Agreement vest on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account [Vest Date] (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to Upon the Vesting Date, the Phantom Units credited to RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the Participantevent of the Employee’s Phantom Unit Account that have retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vested as of vest until the Vesting Date and upon such Vesting Date shall terminate Date, such RSUs will be immediately settled in shares of Common Stock and the corresponding Units shall will be forfeited; providedimmediately transferable thereafter (and, howeverin any event, that if the Participant terminates employment or service within 70 days thereafter), with the Employer on account of death or Disability (as defined in the Plan), all amount of the Participant’s unvested Phantom Units shall become vested as resulting award to be determined on the basis of the date Company’s achievement of the Participantperformance criteria. Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the occurrence of any of the following events: (a) the Employee’s termination of employment or service with death; (b) the Employer on account of death or Employee’s Disability.; (c) If a Change in Control under which the Participant’s employment successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or service is terminated by the Employer without Cause (as defined in the Plancould have attained) age 62 and 5 Years of Service prior to the Vesting DateExpiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Deferral Units credited Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the Participant’s Phantom Unit Account participants as those existing as of the effective date of the Change in Control and that have otherwise comply with, and do not vested will immediately vest result in full and a violation of, Section 409A of the Matching Units credited Code, which replacement shall be subject to the ParticipantCompensation Committee’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later.approval; (d) If an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change of in Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer.Company occurs; or (e) Notwithstanding any other provisions set forth a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in this Agreement or which a Change in Control of the Plan, if the Participant ceases Company occurs pursuant to be employed by, or provide service a notice of termination of employment delivered to the Employer on account of a termination by the Employer for Cause or voluntary separation Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any Phantom Units credited to then-completed year(s) in the Participant’s Phantom Unit Account performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not vested as then been completed, it will be assumed that the Company achieved “target” performance on each of the performance measures for such date shall immediately terminate year(s), resulting in the payment of 100% of the one-third of the total target RSU award amount of this grant relating to such year(s). All RSUs will be forfeited upon termination of the Employee’s employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or after attaining age 62 and become null and void5 Years of Service.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account The Restricted Shares that have not previously been forfeited will vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement. In addition, the Restricted Shares that have not previously vested as or been forfeited will vest immediately upon the first to occur of such Vesting Date shall terminate and the corresponding Units shall be forfeitedfollowing events: (i) death of the Employee; provided(ii) Total Disability of the Employee; and, however, that if the Participant terminates employment or service with the Employer on account (iii) a Change of death or Disability (Control as defined in the Plan). Notwithstanding the foregoing, all the number of Restricted Shares vesting on each date specified in the Vesting Schedule at the beginning of this Agreement may be reduced based upon the relationship of the ParticipantCompany’s unvested Phantom Units actual fully-diluted earnings-per-share (“EPS”) for 2012 to budgeted EPS for 2012 and the achievement of positive net income for 2012, as specifically set forth on Exhibit A attached hereto, as such targets may be amended from time-to-time by the Board. The Committee shall become vested determine whether the performance hurdle was achieved as promptly as practicable following review of the date of Company’s audited fiscal 2012 financial results. In the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service event that a reduction is terminated by the Employer without Cause (as defined in the Plan) prior applied to the Vesting Date, Schedule at the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will beginning of this Agreement (a) such a reduction shall occur immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed upon determination by the Employer. For Committee that the purpose of determining performance hurdle was not achieved and (b) if such reduction would cause the number of Matching Units that become vested pursuant Restricted Shares subject to this subparagraphvesting on each date specified in the Vesting Schedule to be a fraction of a share, the number of Restricted Shares subject to vesting period commences on the January 1 each of the Plan Year that first two dates specified in the Company would have otherwise paid the Annual Bonus Vesting Schedule shall be rounded down to the Participant but for nearest whole-share while the Participant’s deferral election and ends number of Restricted Shares subject to vesting on each of the January 1 that is three years later. (d) If a Change of Control (as defined last two dates specified in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service Vesting Schedule shall be rounded up to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employernearest whole-share. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except Subject to accelerated vesting as otherwise provided described in subparagraphs (bSections 4(b), (c4(c), (d4(d) and (e6(b) below, and the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th achievement of the second calendar year Threshold Goal (as defined in Section 4(e) below, if applicable), the RSUs shall vest in full on the third (3rd) anniversary of the Grant Date (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Scheduled Vesting Date”), ; provided the Participant does not incur remains an Employee, Consultant or Director of the Company or a termination of employment or service with Subsidiary from the Employer prior to Grant Date until the Scheduled Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except Notwithstanding Section 4(a) above, in the event Participant ceases to serve as otherwise provided in this Agreementan Employee, if Consultant or Director of the Participant terminates employment Company or service with the Employer a Subsidiary prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Scheduled Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (ci) If the Participant’s employment or service is terminated by the Employer without Company or any Subsidiary other than for Cause (as defined in the Planbelow) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation by Participant for Good Reason (as defined below), then, provided that the Threshold Goal is or has been met and certified by the Committee if such termination occurs prior to a Change in Control or more than twenty-four (24) months following a Change in Control, all then outstanding unvested RSUs shall fully vest on an accelerated basis on the date of such termination (or, if later, the date on which the Committee certifies achievement of the Threshold Goal); provided that if the Participant has experienced a termination pursuant to this Section 4(b) and, prior to the Committee's certification of the achievement of the Performance Goal a Change in Control occurs, the outstanding unvested RSUs shall fully vest immediately prior to the consummation of the Change in Control (c) Notwithstanding Section 4(a) above, in the Plan)event Participant ceases to serve as an Employee, during Consultant or Director of the Company or a Subsidiary prior to the Scheduled Vesting Date (i) by the Company or any Subsidiary other than for Cause or (ii) by Participant for Good Reason, then, if such termination occurs within twenty-four (24) months following a Change in Control, regardless of Control Period whether the Threshold Goal has been met, all then outstanding unvested RSUs shall fully vest on an accelerated basis on the date of such termination. (as defined d) Notwithstanding Section 4(a) above, in the Plan)event that the Participant dies prior to the Schedule Vesting Date while still an Employee, Consultant or Director of the portion Company or a Subsidiary, all then outstanding unvested RSUs shall fully vest on an accelerated basis effective as of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within date of death, regardless of whether the thirty (30) day period following the termination of employment or service with the EmployerThreshold Goal has been met. (e) Notwithstanding any other provisions set forth anything to the contrary contained in this Agreement or in Award Agreement, the Plan, RSUs will be eligible to vest pursuant to this Section 4 only if the Participant ceases to be employed by, or provide service to the Employer on account threshold level of a termination performance (“Threshold Goal”) is achieved and is certified in writing by the Employer Committee. The Threshold Goal is the Company achieving Pre-Tax Earnings (as defined below) of at least $[ ] million during [Year 1], [Year 2] or [Year 3]. The Committee shall certify the Company’s Pre-Tax Earnings for Cause or voluntary separation [Year 1], [Year 2] and [Year 3] prior to February 15, [Year 2], February 15, [Year 3] and February 15, [Year 4], respectively. If the Threshold Goal is not achieved and/or certified in writing by the EmployeeCommittee prior to February 15, any Phantom Units credited to [Year 4], the Participant’s Phantom Unit Account that have not vested as of such date shall RSUs will immediately terminate and become null the Participant will not be entitled to receive any Shares. If the Threshold Goal is achieved during either [Year 1], [Year 2] or [Year 3] and voidcertified in writing by the Committee, then Participant will have the opportunity to vest in the RSUs as provided in this Section 4. Notwithstanding the foregoing, Sections 4(c), 4(d) and 6(b) provide certain circumstances in which the Participant may vest in the RSUs without written certification of the Threshold Goal. Subject to Sections 4(b), 4(c), 4(d) and 6(b), any portion of this Award that becomes eligible to vest based on the Committee’s written certification of achievement of the Threshold Goal will be subject to continued service through the Scheduled Vesting Date. In the event one of the accelerated vesting events in Section 4(b) occurs prior to the Committee’s written certification of achievement of the Threshold Goal, the vesting of the RSUs pursuant to such Section shall be subject to, and effective only upon, the achievement of the Threshold Goal and such written certification. For purposes of this Award Agreement, “Pre-Tax Earnings” shall mean the aggregate of the Company’s pre-tax earnings during the applicable performance period, determined in accordance with accounting principles generally accepted in the United States. The Threshold Goal and the determination of the Company’s performance against such goal shall exclude the effect of non-cash impairment charges, early lease termination charges and other special, non-recurring items reflected in the Company’s financial statements for the applicable period.

Vesting. (a) Except as otherwise provided in subparagraphs this Section 2 or in the Plan or as approved by the Administrator, the Options shall vest in accordance with the terms of these Terms and Conditions (bincluding the Notice and the Plan), as follows (cthe occurrence of each such event described in Section 2(a)-(d), a “Vesting Event”): (da) and (e) below, the Participant will Options shall become vested on the earliest to occur of the (i) vesting dates set forth in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year Notice (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the each, a “Vesting Date”), provided (ii) the Participant does not incur a termination of Participant’s death and (iii) the Participant’s Disability, subject in each case to the Participant’s continued employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, Company or continuously provides services to, the Employer from the date that its Affiliate through such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018.date; (b) Except upon the occurrence of a Change in Control, all then outstanding unvested Options shall be treated as otherwise provided in this Agreement, the Plan; (c) if the Participant Participant’s employment terminates employment or service with the Employer in a Special Termination prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability then (as defined in the Plan), all i) a pro rata portion of the Participant’s unvested Phantom Units Options shall become vested as of the date of such termination based on the Participant’s portion of the vesting period that has elapsed as of such date and (ii) the balance of the Options shall remain outstanding and unvested and shall become vested on the applicable Vesting Date provided (A) the Participant has not violated Section 13(b) through the Vesting Date and (B) the Participant has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Special Termination and prior to the Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the Vesting Date; provided, that, if such termination of employment or service with occurs within one year following a Change in Control, the Employer on account of death or Disability.Options shall immediately vest in full upon such termination; and (cd) If if the Participant’s employment or service is terminated by the Employer without Cause terminates in a Qualifying Retirement (as defined in the Planbelow) prior to the Vesting Date, the Deferral Units credited Options shall become vested on the Vesting Dates set forth in the Notice provided (i) the Participant has not violated Section 13(b) through the 1005920041v8 applicable Vesting Date and (ii) the Participant has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest Company on a pro-rated basis based on the portion each anniversary of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units Grant Date (if any) that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election occurs following such Qualifying Retirement and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the applicable Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employerapplicable Vesting Date. (e) Notwithstanding any For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the Administrator, other provisions set forth in this Agreement service to, the Company or Company’s Affiliates, but in the Plan, if the Participant ceases to be employed by, case of employment with or provide service to an Affiliate, only during such time as such Affiliate is an affiliate of the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited Company. (f) Notwithstanding anything contained in these Terms and Conditions to the Participant’s Phantom Unit Account that have not vested contrary, the Administrator, in its sole discretion, may accelerate the vesting of any Options, at such times and upon such terms and conditions as of such date the Administrator shall immediately terminate and become null and voiddetermine.

Vesting. The shares shall vest as set forth in the Notice of Grant; provided that (ai) Except as otherwise provided in subparagraphs (b)the shares shall vest immediately upon the death or Disability of the Participant while employed by the Company or any Affiliate, (c), (d) and (eii) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th event of the second calendar Participant's Retirement then (A) any service-based vesting requirement shall be deemed fully satisfied if such Restricted Stock Award was made at least one full year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited prior to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a such termination of employment and (B) to the extent performance vesting goals are established in respect of the shares, any shares as to which the restrictions on transferability shall not already have lapsed shall not be forfeited unless and until it shall have been determined by the Committee that any such performance vesting goals will not be attained. For the purposes of this Paragraph D, “Disability” means a physical or service mental condition that qualifies the Grantee for long-term disability benefits under a long-term disability plan maintained by the Company or an Affiliate employing the Grantee. For the purposes of this Paragraph D, “Retirement” means voluntary termination of employment with the Employer prior to Company and all Affiliates after qualifying for a Normal Retirement Benefit (the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that later of age 65 or the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as 5th anniversary of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined Grantee became a participant in the Aflac Incorporated Pension Plan) prior to or Rule of 80 Retirement Benefit (combined age and Years of Credited Service totaling 80) or qualifying for an unreduced pension benefit upon termination after attaining age 65 and completing 5 years of Vesting Service under the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the EmployerAflac Incorporated Pension Plan. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined Terms used in the foregoing definition shall have meanings set forth in the Aflac Incorporated Pension Plan) occurs after the Date of Grant of the Phantom Units subject to . Upon vesting, as described above in this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting DateParagraph D, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following days thereafter, the termination shares shall be released (paid) to the Participant free of employment or service with the Employer. (e) Notwithstanding any other provisions set forth restrictions described in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and voidAgreement.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited Subject to the Participant’s Phantom Unit Account not having a Termination of Relationship and except as otherwise set forth in Section 7 hereof, the Options shall become non-forfeitable and exercisable (any Options that shall have not vested become non-forfeitable and exercisable pursuant to this Section 3, the “Vested Options”) as follows: a. in such percentages as on such dates as set forth on the Certificate of such Grant of this Award under “Vesting Date shall terminate and the corresponding Units shall be forfeitedSchedule”; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined or b. in the Plan), all event of a Termination of Relationship as a result of the Participant’s unvested Phantom Units death, Disability, or Retirement (other than a “Retirement with Notice” as defined below) (each, a “Special Termination”), the installment of Options scheduled to vest on the next Vesting Date immediately following such Special Termination shall immediately become vested Vested Options, and the remaining Options which are not then Vested Options shall be forfeited; c. upon a Termination of Relationship as of the date a result of the Participant’s termination of employment or service Retirement with Notice, any previously unvested Options shall remain outstanding and become Vested Options on the Employer on account of death or Disability.normal scheduled future Vesting Date(s); (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined d. in the Planevent of (i) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion occurrence of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control and (as defined in the Planii) occurs after the Date thereafter, a Termination of Grant Relationship of the Phantom Units subject to this Agreement and while Participant by the Company or any of its Affiliates (or successors in interest) without Cause or by the Participant is employed by, or providing service to the Employer, but for Good Reason that occurs prior to the Vesting Date, and the Participant terminates employment or service on account second anniversary of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (Control, then each outstanding Option which has not theretofore become a Vested Option pursuant to Section 4(a) shall become a Vested Option on the date of such Termination of Relationship; or e. except as defined in the Plan)otherwise provided above with respect to a Special Termination or Retirement with Notice, upon a Termination of Relationship for any reason, the unvested portion of such Phantom Units credited to the Participant’s Phantom Unit Account Option (i.e. , that have portion which does not vested constitute Vested Options) shall immediately vest terminate and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases cease to be employed by, or provide service outstanding on the date the Termination of Relationship occurs and shall no longer be eligible to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and voidVested Options.

Vesting. (a) Except as otherwise provided herein, provided that the Grantee has not incurred a Termination as of the applicable vesting date, the RSUs will vest in subparagraphs accordance with the following schedule: [Vesting Date] [Number of RSUs] [Vesting Date] [Number of RSUs] [Vesting Date] [Number of RSUs] (b)a) The foregoing vesting schedule notwithstanding, except as provided in Section 3(b) or (c), (d) and (e) belowupon the Grantee’s Termination for any reason at any time before all of the RSUs have vested, the Participant will become vested in Grantee’s unvested RSUs shall be automatically forfeited upon such Termination and the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does Company shall not incur a termination of employment or service with the Employer prior have any further obligations to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018Grantee under this Award Agreement. (b) Except as otherwise provided in In the case of the Grantee’s death or Disability, for purposes of determining vesting under this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting DateSection 3, the Phantom Units credited Grantee’s employment will be deemed to have been terminated on the Participant’s Phantom Unit Account next scheduled anniversary date of the Grant Date for the purposes of vesting, and that have not vested period will count towards the applicable vesting schedule. For purposes of this Section 3(b), “Disability” has the same meaning as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as term is defined in the Plan), all Company’s long-term disability insurance policies which now or hereafter cover the permanent disability of the Participant’s unvested Phantom Units shall become vested as Grantee or, in the absence of such policies, means the inability of the date of the Participant’s termination of employment Grantee to work in a customary day-to-day capacity for six (6) consecutive months or service with the Employer on account of death or Disability. for six (c6) If the Participant’s employment or service is terminated months within a twelve (12) month period, as determined by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years laterBoard. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. The Options shall vest and become exercisable as follows: one-third (a1/3) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Plan YearTranche”) that is after unless previously vested or forfeited in accordance with the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if to the Participant extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates employment or service with the Employer on account of due to death or Disability Permanent Disability, or (as defined ii) the Participant’s employment terminates without Cause or for Good Reason. Further, provided, that to the extent then unvested, in the Plan), all event of the Participant’s unvested Phantom Units Retirement on or after the first anniversary of the Date of Grant, Options not previously vested shall immediately become vested but shall only become exercisable on the date each Tranche would have otherwise become vested under the schedule described above in this Section 4(a). If the Participant’s Retirement occurs prior to the first anniversary of the Date of Grant, the Options shall become immediately vested as on a pro-rata basis based on the number of calendar days the Participant has been employed by the Company during the period beginning on the Date of Grant and ending on the first anniversary of the Date of Grant (with the remainder of the Options forfeited) but the vested Options shall only become exercisable on the date each Tranche would have otherwise become vested under the schedule described above in this Section 4(a); provided, however, that only one-third of the total Options that became vested by reason of the Retirement of the Participant prior to the first anniversary of the date of Grant shall become exercisable on each such date. 5/2014 Sr. Executive Notwithstanding the foregoing sentences, upon a Participant’s termination of employment or service for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the Employer on account first sentence of death or Disability. (cSection 4(b) If hereof the Participant’s employment or service is terminated by exercise of the Employer without Cause (as defined in the Plan) Options prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account satisfaction of such requirement. Any fractional Options that have not vested will immediately vest in full would result from application of this Section 4(a) shall be aggregated and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will shall vest on a pro-rated basis based on the portion first anniversary of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the EmployerGrant. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “[Cliff Vesting Date”), provided - If the Participant does not incur have a termination of employment or service with through the Employer prior to last day of the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services toRestriction Period, the Employer from Participant's right to receive 100% of the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if Restricted Shares shall vest without further risk of forfeiture. If the Participant terminates employment or Participant's termination of service with before the Employer prior to end of the Vesting Date, the Phantom Units credited Restriction Period is due to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided's death, howeverdisability, that if the Participant terminates employment or service with the Employer on account of death or 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 Participant’s unvested Phantom Units Restricted Shares shall become vested as vest.] [Graduated Vesting (assuming a three-year period; other durations could be used) - If the Participant has a termination of service prior to the end of the date of Restricted Period, the Participant’s termination of employment or service 's right to the Restricted Shares shall vest in accordance with the Employer on account of death or Disability.following schedule: (ca) If the termination of service occurs before _____________, 20__ (the "Initial Vest Date"), the Participant shall forfeit all of the Restricted Shares; (b) If the Termination of Service occurs on or after the Initial Vest Date, (i) One-third of the Restricted Shares shall vest on the Initial Vest Date; (ii) One-third of the Restricted Shares shall vest on 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 employment or 's termination of service before the end of the Restriction Period is terminated by due to the Employer without Cause (Participant's death, disability, as defined in the First Charter Corporation Comprehensive Stock Option Plan) prior , ("Disability"), or retirement with the consent of the Committee ("Retirement"), all of the Restricted Shares shall vest.] Any provision of this Agreement to the Vesting Datecontrary notwithstanding, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest Committee may in full its sole and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraphabsolute discretion at any time before, or within 120 days after, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion date of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment service determine that some or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as all of such date Restricted Shares shall immediately terminate be free of restrictions and become null and voidshall not be forfeited.

Vesting. (a) Except If Employee remains continuously employed by the Company from the Grant Date through December 31, 2021, this Performance Award shall vest in Employee on such date at the levels set forth in the Notice based upon achievement of the Company performance objectives set forth in the Notice ("Performance Objectives") during the period commencing on January 1, 2019 and ending December 31, 2021 (the "Performance Period"). As soon as otherwise provided administratively practicable after the end of the Performance Period (or such earlier date as set forth in subparagraphs (bSections 2(b), (c) or (d)), the Compensation Committee of the Board (d"Committee") shall affirm in writing the extent to which the Performance Objectives have been achieved and (e) below, the Participant will become cash and the number of units of deferred Stock that are vested in the Phantom Units awarded pursuant to this Agreement on December 15th Employee as a result of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018achievement. (b) Except If on or after the eighteen-month anniversary of the Grant Date and prior to the end of the Performance Period (i) a "Change of Control" (as otherwise provided defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the definition of "Change of Control" under the Plan) of the Company occurs, (ii) Employee incurs a "Disability" (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the 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 the Notice. For this purpose, the "Determined Percentage" means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the last day of the Performance Period was the Determination Date (as defined below) and the Performance Objectives were measured as of such date. As soon as administratively practicable after the date of the 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, if the Participant terminates employment term "Determination Date" means (1) with respect to the TSR Component of the Performance Award, the date of the applicable vesting event, and (2) with respect to the EBITDA Component of the Performance Award, the most recently completed fiscal quarter of the Company coincident with or service with next preceding the Employer date of the applicable vesting event. (c) If on or after the Grant Date and prior to the Vesting end of the Performance Period the Employee terminates employment with the Company on or after age fifty-eight for a reason other than death or Disability ("Retirement"), this Performance Award shall vest on the date of such termination due to Retirement (the "Retirement Date") at the "Determined Percentage" (as defined below). For this purpose, the Phantom Units credited "Determined Percentage" means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Participant’s Phantom Unit Account that have not vested Notice as if the last day of the Performance Period was the Determination Date and the Performance Objectives were measured as of such Vesting Date shall terminate and the corresponding Units shall be forfeiteddate; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) Retirement Date occurs prior to the Vesting eighteen-month anniversary of the Grant Date, then the amount determined pursuant to the preceding provisions of this sentence shall be multiplied by a fraction, the numerator of which is equal to the number of Employee's actual days of employment from the Grant Date to Employee's Retirement Date, and the denominator of which is equal to the total number of days in the Performance Period (determined without regard to Employee's Retirement). As soon as administratively practicable after the Retirement Date, the Deferral Units credited Committee shall affirm in writing the extent to which the Participant’s Phantom Unit Account that Performance Objectives have not vested will immediately vest in full been achieved and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining cash and the number of Matching Units units of deferred Stock that become are vested pursuant to this subparagraph, the vesting period commences on the January 1 in Employee as a result of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years latersuch achievement. (d) If prior to the eighteen-month anniversary of the Grant Date (i) a Change of Control occurs, (ii) Employee incurs a "Disability", 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 percentage attributable to the "target" levels of performance as set forth in the Plan) occurs after Notice. For this purpose, the Date "Determined Percentage" means the percentage of Grant vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the last day of the Phantom Units subject to this Agreement Performance Period was the Determination Date and while the Participant Performance Objectives were measured as of such date. Notwithstanding the foregoing, if the vesting event is employed byas a result of (ii) or (iii) above, or providing service then both the percentage attributable to the Employer"target" levels of performance as set forth in the Notice and the Determined Percentage shall be multiplied by a fraction, but prior the numerator of which is equal to the Vesting Datenumber of Employee's actual days of employment from the Grant Date to the date of Disability or death, as applicable, and the Participant terminates employment or service on account denominator of (i) a termination by which is equal to the Employer without Cause, or (ii) a resignation for Good Reason (as defined total number of days in the Plan), during the Change of Control Performance Period (determined without regard to the occurrence of the applicable vesting date). As soon as defined in administratively practicable after the Plan)date of the applicable vesting event, the portion 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 Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employerachievement. (e) Notwithstanding any other provisions set forth in this Agreement or in If Employee's employment with the Plan, if the Participant ceases to be employed by, or provide service Company is terminated prior to the Employer end of the Performance Period, and neither (b), (c) nor (d) above apply, this Performance Award automatically shall be forfeited in full, without payment, on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and voidtermination.

Vesting. Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date): (a) Except as otherwise provided in subparagraphs (b)On the Initial Vesting Date,, (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th 12.5% of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Restricted Share Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018.shall become vested; and (b) Except as otherwise provided On the Corresponding Day in the third month following the Initial Vesting Date and on the Corresponding Day on each third month thereafter, an additional 6.25% of the Restricted Share Units shall become vested, until the Restricted Share Units are vested in full on the Corresponding Day in the forty-second (42) month following the Initial Vesting Date. [Please refer to the website of the Third Party Administrator, UBS Financial Services Inc., which maintains the database for the Plan and provides related services, for the specific Vesting Dates related to the Restricted Share Units (click on the specific grant under the tab labeled “Grants/Award/Units”).] On each Vesting Date, and upon the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become vested the RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a given date if his or her Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Participant terminates employment Grant Date and prior to such Vesting Date (the vesting or service forfeiture of such Restricted Share Units to be governed instead by Section 6). In addition, in the event the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Employer Company or any Subsidiary as determined by the Company’s General Counsel due to an alleged violation of the Company’s Code of Business Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the General Counsel or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the Vesting Recovery Date, the Phantom Units credited Grantee dies, is disabled or is terminated without cause, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) or is terminated for cause prior to the Participant’s Phantom Unit Account that have not vested as of such Vesting Recovery Date shall terminate and then the corresponding unvested Restricted Share Units shall will be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of terminated without any further vesting after the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated Suspension Event, unless otherwise agreed by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years laterCompany. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, The RSUs ultimately earned by the Participant Employee will become vested in the Phantom Units awarded pursuant to this Agreement vest on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account [Vest Date] (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to Upon the Vesting Date, the Phantom Units credited to RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the Participantevent of the Employee’s Phantom Unit Account that have retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vested as of vest until the Vesting Date and upon such Vesting Date shall terminate Date, such RSUs will be immediately settled in shares of Common Stock and the corresponding Units shall will be forfeited; providedimmediately transferable thereafter (and, howeverin any event, that if the Participant terminates employment or service within 70 days thereafter), with the Employer on account of death or Disability (as defined in the Plan), all amount of the Participant’s unvested Phantom Units shall become vested as resulting award to be determined on the basis of the date Company’s achievement of the Participantperformance criteria. Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the occurrence of any of the following events: (a) the Employee’s termination of employment or service with death; (b) the Employer on account of death or Employee’s Disability.; (c) If a Change in Control under which the Participant’s employment successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or service is terminated by the Employer without Cause (as defined in the Plancould have attained) age 62 and 10 Years of Service prior to the Vesting DateExpiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Deferral Units credited Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the Participant’s Phantom Unit Account participants as those existing as of the effective date of the Change in Control and that have otherwise comply with, and do not vested will immediately vest result in full and a violation of, Section 409A of the Matching Units credited Code, which replacement shall be subject to the ParticipantCompensation Committee’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later.approval; (d) If an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change of in Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer.Company occurs; or (e) Notwithstanding any other provisions set forth a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in this Agreement or which a Change in Control of the Plan, if the Participant ceases Company occurs pursuant to be employed by, or provide service a notice of termination of employment delivered to the Employer on account of a termination by the Employer for Cause or voluntary separation Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any Phantom Units credited to then-completed year in the Participant’s Phantom Unit Account performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not vested as then been completed, it will be assumed that the Company achieved “target” performance on each of the performance measures for such date shall immediately terminate year(s), resulting in the payment of 100% of the one-half of the total target RSU award amount of this grant relating to such year(s). All RSUs will be forfeited upon termination of the Employee’s employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or after attaining age 62 and become null and void10 Years of Service.

Vesting. The Share Units, if any, credited to your Account in accordance with Section 1 above shall be subject to the following vesting schedule: (ai) Except One-third of the Share Units shall vest on each of the following dates (subject to such rounding conventions as otherwise provided in subparagraphs may be implemented from time to time by Teradata’s third party Plan administrator): (b)A) the Crediting Date, (c)B) the first anniversary of the Crediting Date, (d) and (eC) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th second anniversary of the second calendar year Crediting Date (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the each a “Vesting Date”), provided that you are continuously employed by Teradata until the Participant does not incur a termination of employment or service with the Employer prior to the applicable Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (bii) Except as otherwise provided If you cease to be employed by Teradata due to (A) your death, or (B) your Disability (defined by reference to Teradata’s long-term disability plan that covers you), in this Agreement, if either case after the Participant terminates employment or service with end of the Employer Performance Period but prior to the a Vesting Date, then the Phantom Share Units shall become fully vested upon such termination. (iii) If you cease to be employed by Teradata prior to a Change in Control due to (A) your Retirement (defined as termination by you of your employment with Teradata at or after age 55 with the consent of the Committee); or (B) a reduction-in-force, in either case after the end of the Performance Period but prior to a Vesting Date, then a portion of the Share Units credited to the Participant’s Phantom Unit your Account that have not yet vested as shall become fully vested upon such termination, determined by multiplying (I) the number of such unvested Share Units credited to your Account on the date of termination that would have vested on the next Vesting Date shall terminate had you remained employed with Teradata through such date, by (II) a fraction, the numerator of which is the number of full and partial months of employment you completed commencing with the Vesting Date that occurred immediately prior to your termination, and the corresponding denominator of which is 12 months (subject to such rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator); provided that if your termination occurs during the period commencing immediately after the end of the Performance Period but prior to the Crediting Date, the fraction described above shall be deemed to be 12/12. For purposes of determining any pro rata vesting of your Share Units, your period of employment with Teradata shall not include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. The remaining number of Share Units shall be forfeitedforfeited without further action or notice. (iv) If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are not assumed, converted or replaced by the continuing entity, then the Share Units shall vest upon the Change in Control. (v) If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are assumed, converted or replaced by the continuing entity, then the Share Units shall continue to vest in accordance with Section 3(a)(i); provided, however, that if the Participant terminates you cease to be employed by Teradata due to (A) termination of your employment or service by Teradata without Cause, (B) termination of your employment with the Employer Teradata on account of death death, Disability, Retirement, or Disability a reduction-in-force, or (C) if you are a participant in the Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement that defines “Good Reason” in the context of a resignation following a Change in Control (a “CIC Plan”), termination of your employment with Teradata for “Good Reason” as defined in the Plan)CIC Plan within the two-year period commencing on the Change in Control, all of then the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Share Units credited to the Participant’s Phantom Unit your Account that have not yet vested will immediately shall vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years laterupon such termination. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, The RSUs ultimately earned by the Participant Employee will become vested in the Phantom Units awarded pursuant to this Agreement vest on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account [Vest Date] (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to Upon the Vesting Date, the Phantom Units credited to RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the Participantevent of the Employee’s Phantom Unit Account that have retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vested as of vest until the Vesting Date and upon such Vesting Date shall terminate Date, such RSUs will be immediately settled in shares of Common Stock and the corresponding Units shall will be forfeited; providedimmediately transferable thereafter (and, howeverin any event, that if the Participant terminates employment or service within 70 days thereafter), with the Employer on account of death or Disability (as defined in the Plan), all amount of the Participant’s unvested Phantom Units shall become vested as resulting award to be determined on the basis of the date Company’s achievement of the Participantperformance criteria. Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the occurrence of any of the following events: (a) the Employee’s termination of employment or service with death; (b) the Employer on account of death or Employee’s Disability.; (c) If a Change in Control under which the Participant’s employment successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or service is terminated by the Employer without Cause (as defined in the Plancould have attained) age 62 and 10 Years of Service prior to the Vesting DateExpiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Deferral Units credited Employee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the Participant’s Phantom Unit Account participants as those existing as of the effective date of the Change in Control and that have otherwise comply with, and do not vested will immediately vest result in full and a violation of, Section 409A of the Matching Units credited Code, which replacement shall be subject to the ParticipantCompensation Committee’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later.approval; (d) If an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change of in Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer.Company occurs; or (e) Notwithstanding any other provisions set forth a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in this Agreement or which a Change in Control of the Plan, if the Participant ceases Company occurs pursuant to be employed by, or provide service a notice of termination of employment delivered to the Employer on account of a termination by the Employer for Cause or voluntary separation Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any Phantom Units credited to then-completed year(s) in the Participant’s Phantom Unit Account performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not vested as then been completed, it will be assumed that the Company achieved “target” performance on each of the performance measures for such date shall immediately terminate year(s), resulting in the payment of 100% of the one-third of the total target RSU award amount of this grant relating to such year(s). All RSUs will be forfeited upon termination of the Employee’s employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or after attaining age 62 and become null and void10 Years of Service.

Vesting. The Share Units, if any, credited to your Account in accordance with Section 1 above shall be subject to the following vesting schedule: (ai) Except One-third of the Share Units shall vest on each of the following dates (subject to such rounding conventions as otherwise provided in subparagraphs may be implemented from time to time by Teradata’s third party Plan administrator): (b)A) the Crediting Date, (c)B) the first anniversary of the Crediting Date, (d) and (eC) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th second anniversary of the second calendar year Crediting Date (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the each a “Vesting Date”), provided that you are continuously employed by Teradata until the Participant does not incur a termination of employment or service with the Employer prior to the applicable Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (bii) Except as otherwise provided If you cease to be employed by Teradata due to (A) your death, or (B) your Disability (defined by reference to Teradata’s long-term disability plan that covers you), in this Agreement, if either case after the Participant terminates employment or service with end of the Employer Performance Period but prior to the a Vesting Date, then the Phantom Share Units shall become fully vested upon such termination. (iii) If you cease to be employed by Teradata prior to a Change in Control due to (A) your Retirement (defined as termination by you of your employment with Teradata at or after age 55 with the consent of the Committee); or (B) a reduction-in-force, in either case after the end of the Performance Period but prior to a Vesting Date, then a portion of the Share Units credited to the Participant’s Phantom Unit your Account that have not yet vested as shall become fully vested upon such termination, determined by multiplying (I) the number of such unvested Share Units credited to your Account on the date of termination that would have vested on the next Vesting Date shall terminate had you remained employed with Teradata through such date, by (II) a fraction, the numerator of which is the number of full and partial months of employment you completed commencing with the Vesting Date that occurred immediately prior to your termination, and the corresponding denominator of which is 12 months (subject to such rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator); provided that if your termination occurs during the period commencing immediately after the end of the Performance Period but prior to the Crediting Date, the fraction described above shall be deemed to be 12/12. For purposes of determining any pro rata vesting of your Share Units, your period of employment with Teradata shall not include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. The remaining number of Share Units shall be forfeitedforfeited without further action or notice. (iv) If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are not assumed, converted or replaced by the continuing entity, then the Share Units shall vest upon the Change in Control. (v) If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are assumed, converted or replaced by the continuing entity, then the Share Units shall continue to vest in accordance with Section 2(a)(i); provided, however, that if the Participant terminates you cease to be employed by Teradata due to (A) termination of your employment or service by Teradata without Cause, (B) termination of your employment with the Employer Teradata on account of death death, Disability, Retirement, or Disability a reduction-in-force, or (C) if you are a participant in the Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement that defines “Good Reason” in the context of a resignation following a Change in Control (a “CIC Plan”), termination of your employment with Teradata for “Good Reason” as defined in the Plan)CIC Plan within the two-year period commencing on the Change in Control, all of then the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Share Units credited to the Participant’s Phantom Unit your Account that have not yet vested will immediately shall vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years laterupon such termination. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior Subject to the Vesting Date. For exampleprovisions of Sections 3(b) through 3(e) hereof, Phantom Units that are credited to a Participant’s Unit Account in 2016 will this Option shall vest on December 15and become exercisable as follows, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited subject to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or continued service with the Employer on account of death Company or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested its Subsidiaries as of the date of on which the Participant’s termination of employment or service applicable stock price thresholds stated below are achieved (determined in accordance with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause “Stock Price Measurement Standard” (as defined in below)): (i) 50% of the PlanOption Shares shall vest and become exercisable upon the Common Stock achieving a stock price threshold of $[insert Tranche One threshold stock price as determined by the Compensation and Benefits Committee] per share (“Tranche One”), and (ii) prior to the Vesting Dateremaining 50% of the Option Shares shall vest and become exercisable upon the Common Stock achieving a stock price threshold of $[insert Tranche Two threshold stock price as determined by the Compensation and Benefits Committee] per share (“Tranche Two”). For purposes hereof, achievement of the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested applicable stock price thresholds will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis be measured based on the portion average of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 per share closing prices of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but Common Stock for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the any thirty (30) consecutive trading days; provided that such average must be in respect of a thirty (30) consecutive trading day period following commencing on or after the termination six (6)-month anniversary of employment the Grant Date specified above (the “Stock Price Measurement Standard”). For the avoidance of doubt, in no event shall any portion of this Option become vested or service exercisable prior to the six (6)-month anniversary of the Grant Date specified above, except as provided in Sections 3(c) and 3(d) hereof. In addition, there shall be no proportionate or partial vesting in the periods prior to the applicable stock price thresholds being achieved as provided above, and all vesting shall occur only at such time as the applicable stock price thresholds have been achieved in accordance with the Employerforegoing, except as provided in Sections 3(b) through 3(d) hereof. Upon expiration of this Option, this Option shall be cancelled and no longer exercisable. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as otherwise specifically provided in subparagraphs (b), (c), (d) this Agreement and (e) belowsubject to certain restrictions and conditions set forth in the Plan, the Participant will become vested in Awarded Shares shall vest on the Phantom Units awarded pursuant to this Agreement on December 15th first anniversary of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”)Date of Grant, provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, by (or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment is a Consultant or service with an Outside Trustee, is providing services to) the Employer prior to the Vesting Date, the Phantom Units credited to Company or a Subsidiary on such anniversary. All Awarded Shares not previously vested shall immediately become fully vested upon (i) the Participant’s Phantom Unit Account that have not vested death; (ii) the Participant’s Termination of Service as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all a result of the Participant’s unvested Phantom Units shall become vested Total and Permanent Disability; (iii) the occurrence of a Change in Control, if and to the extent that this Award is not continued, assumed or converted into a replacement award or awards in connection with such Change in Control or (iv) as specifically provided in the Employment Agreement. In the event that the Participant’s Termination of Service is due to Retirement and the date Participant has provided the Company with at least twelve months’ advance written notice of the Participant’s termination of Retirement date (unless the notice period is waived by the Committee in its sole discretion) and has remained in employment or service with the Employer on account of death or Disability. (c) If in good standing until the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting DateRetirement date, the Deferral Units credited to then on the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on Retirement date, a pro-rated basis based on the rata portion of the vesting period during which the Participant was employed Awarded Shares shall vest and become nonforfeitable, calculated by the Employer. For the purpose of determining multiplying the number of Matching Units that become vested pursuant to this subparagraphAwarded Shares by a fraction, the vesting period commences on numerator of which is the January 1 number of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after months from the Date of Grant through the date of Termination of Service (rounding any partial month to the next whole month) and the denominator of which is twelve. Any Awarded Shares (and related dividends) that were unvested at the date of Termination of Service and that exceed the pro-rata portion of the Phantom Units subject to Awarded Shares that become vested and nonforfeitable under this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested paragraph shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employerforfeited. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as otherwise provided This option is only exercisable before it expires and then only with respect to the vested portion of this option. Subject to the preceding sentence, you may exercise this option, in subparagraphs (b)whole or in part, (c)to purchase a whole number of vested shares not less than 100 shares, (d) and (e) belowunless the number of shares purchased is the total number available for purchase under this option, by following the Participant will become vested procedures set forth in the Phantom Units awarded pursuant Plan and below in this Agreement. Your right to purchase shares of Stock under this Agreement on December 15th option vests as to one-fourth (1/4) of the second calendar total number of shares covered by this option, as shown on the cover sheet, on the one-year anniversary of the Vesting Start Date (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Anniversary Date”), provided you then continue in Service. Thereafter, for each such vesting date that you remain in Service, the Participant does not incur a termination number of employment or service with shares of Stock which you may purchase under this option shall vest at the Employer prior rate of one-fourth (1/4) per year as of each Anniversary Date. The resulting aggregate number of vested shares will be rounded to the Vesting Datenearest whole number, and you cannot vest in more than the number of shares covered by this option. For exampleNotwithstanding the exercise periods described above, Phantom Units that are credited to if (a) a Participanttransaction is made and consummated involving the sale of all or substantially all of the Company’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed byassets, or continuously provides services tothe sale of a majority of its outstanding shares, the Employer from the date that such Phantom Units are credited to his whether by way of merger, consolidation, business combination or her Phantom Unit Account until December 15, 2018. otherwise; (b) Except as otherwise provided a tender offer or exchange offer is made and consummated in this Agreement, if a transaction for the Participant terminates ownership of securities of the Company representing more than 50 percent of the combined voting power of the Company’s then outstanding voting securities; (c) you terminate your employment or service with the Employer prior to Company for Good Reason; (d) the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as Company terminates your employment without Cause; or (e) your Service terminates because of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of your death or Disability (as defined below), then your vesting rights under this Agreement shall be immediately accelerated and you (or your estate or heirs in the Plan)event of your death) shall be immediately entitled to exercise all option rights granted under this Agreement to the extent not then exercisable and not yet canceled or terminated; provided that such option rights must be exercised, all if at all, within ten years from the Effective Date. [Any transaction of the Participant’s unvested Phantom Units type described in either of clause “(a)” or clause “(b)” above shall become vested hereinafter be referred to as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a “Change of Control (as defined Transaction”]. Upon termination of your Service, including Service credited during the period of any non-competition covenant with the Company, this option will terminate to the extent it is not vested. Your option will expire in any event at the Plan) occurs after close of business at Company headquarters on the Date of Grant day before the 10th anniversary of the Phantom Units subject to this Agreement and while Grant Date, as shown on the Participant is employed by, or providing service to cover sheet. You may exercise the Employer, but vested portion of your option at any time prior to that expiration date. In the Vesting Dateevent of your death, and your estate or heirs may exercise the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the vested portion of such Phantom Units credited your option at any time prior to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employerexpiration date. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) belowSubject to Section 5 hereof, the Participant will Option shall vest and become exercisable upon the occurrence of the conditions set forth below: (i) This Option shall become vested in the Phantom Units awarded pursuant with respect to this Agreement on December 15th one-third (1/3) of the second calendar year total number of Shares described in Section 1 hereof on the first anniversary of the Grant Date and thereafter shall become exercisable upon the achievement of the First Target Stock Price (for the “Plan Year”) that avoidance of doubt, if the First Target Stock Price is achieved after the Plan Year that Grant Date but before the Phantom Units are credited first anniversary of the Grant Date, such one-third of the Option shall become immediately exercisable upon the first anniversary of the Grant Date); (ii) This Option shall become vested with respect to his or her Phantom Unit Account an additional one-third (1/3) of the “Vesting total number of Shares described in Section 1 hereof on the second anniversary of the Grant Date and thereafter shall become exercisable upon the achievement of the Second Target Stock Price (for the avoidance of doubt, if the Second Target Stock Price is achieved after the Grant Date but before the second anniversary of the Grant Date”, such additional one-third of the Option shall become immediately exercisable upon the second anniversary of the Grant Date), provided the Participant does not incur a termination of employment or service ; and (iii) This Option shall become vested with the Employer prior respect to the Vesting final one-third (1/3) of the total number of Shares described in Section 1 hereof on the third anniversary of the Grant Date and thereafter shall become exercisable upon the achievement of the Third Target Stock Price (for the avoidance of doubt, if the Third Target Stock Price is achieved after the Grant Date but before the third anniversary of the Grant Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that such final one-third of the Participant is continuously employed by, or continuously provides services to, Option shall become immediately exercisable upon the Employer from third anniversary of the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018Grant Date). (b) Except Notwithstanding the vesting schedule set forth in Section 3(a), this Option shall become immediately vested and exercisable as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account any Shares that have not otherwise vested as of such Vesting Date shall terminate and a Change of Control of the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability Company (as defined in the Planbelow), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting DateFor purposes of this Option, the Deferral Units credited to following terms shall have the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.meanings:

Vesting. The Share Units, if any, credited to your Account in accordance with Section 1 above shall be subject to the following vesting schedule: (ai) Except One-third of the Share Units shall vest on each of the following dates (subject to such rounding conventions as otherwise provided in subparagraphs may be implemented from time to time by Teradata’s third party Plan administrator): (b)A) the Crediting Date, (c)B) the first anniversary of the Crediting Date, (d) and (eC) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th second anniversary of the second calendar year Crediting Date (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the each a “Vesting Date”), provided that you are continuously employed by Teradata until the Participant does not incur a termination of employment or service with the Employer prior to the applicable Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (bii) Except as otherwise provided If you cease to be employed by Teradata due to (A) your death, or (B) your Disability (defined by reference to Teradata’s long-term disability plan that covers you), in this Agreement, if either case after the Participant terminates employment or service with end of the Employer Performance Period but prior to the a Vesting Date, then the Phantom Share Units shall become fully vested upon such termination. (iii) If you cease to be employed by Teradata prior to a Change in Control due to your Retirement (defined as termination by you of your employment with Teradata at or after age 55 with the consent of the Committee) after the end of the Performance Period but prior to a Vesting Date, then a portion of the Share Units credited to the Participant’s Phantom Unit your Account that have not yet vested as shall become fully vested upon such termination, determined by multiplying (I) the number of such unvested Share Units credited to your Account on the date of termination that would have vested on the next Vesting Date shall terminate had you remained employed with Teradata through such date, by (II) a fraction, the numerator of which is the number of full and partial months of employment you completed commencing with the Vesting Date that occurred immediately prior to your termination, and the corresponding denominator of which is 12 months (subject to such rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator); provided that if your termination occurs during the period commencing immediately after the end of the Performance Period but prior to the Crediting Date, the fraction described above shall be deemed to be 12/12. For purposes of determining any pro rata vesting of your Share Units, your period of employment with Teradata shall not include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. The remaining number of Share Units shall be forfeitedforfeited without further action or notice. (iv) If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are not assumed, converted or replaced by the continuing entity, then the Share Units shall vest upon the Change in Control. (v) If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are assumed, converted or replaced by the continuing entity, then the Share Units shall continue to vest in accordance with Section 2(a)(i); provided, however, that if the Participant terminates you cease to be employed by Teradata due to (A) termination of your employment or service by Teradata without Cause, (B) termination of your employment with the Employer Teradata on account of death death, Disability, or Disability Retirement, or (C) if you are a participant in the Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement that defines “Good Reason” in the context of a resignation following a Change in Control (a “CIC Plan”), termination of your employment with Teradata for “Good Reason” as defined in the Plan)CIC Plan within the two-year period commencing on the Change in Control, all of then the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Share Units credited to the Participant’s Phantom Unit your Account that have not yet vested will immediately shall vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years laterupon such termination. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

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) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th termination of Recipient’s employment by reason of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his death or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination Disability of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018.Recipient; or (b) Except as otherwise Recipient’s employment is terminated by the Corporation in anticipation of a Change of Control, or (c) Recipient is employed by the Corporation or an affiliate thereof at the time a Change of Control occurs, and at any time during the 18-month period following such Change of Control (provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that any cash incentive payment provided for hereunder shall have not vested as already become due and been paid): (i) Recipient’s employment is terminated by the Corporation or an affiliate thereof for any reason other than for death, Disability or Cause, or (ii) Recipient terminates his/her employment for Good Reason within one year following the initial existence of the conditions giving rise to such Vesting Date shall terminate and the corresponding Units shall be forfeitedGood Reason; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all event any of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) foregoing triggering events occurs after the Date of Grant end of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, Performance Period but prior to the Vesting Datevesting of the Award, and then the Participant terminates employment or service amount of the cash incentive payment to Recipient shall be the amount that would be due hereunder based on account the performance of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined Corporation calculated in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service accordance with the Employer. (e) Notwithstanding any other provisions applicable Bonus Percentage set forth in this Agreement or in Schedule A hereto, determined based on the PlanCorporation’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 Corporation and the Committee (or, if the Participant ceases to be employed by, or provide service such determination is made prior to the Employer Corporation’s filing with the SEC of its Annual Report on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited Form 10-K that relates to the Participant’s Phantom Unit Account that have not vested as of financial results for the Performance Period, then after such date shall immediately terminate and become null and voidfiling is complete).

Vesting. (a) Except This Option shall vest, meaning that the Participant shall earn the right to exercise the Shares, only as otherwise set forth in this Section 2; provided in subparagraphs (b)that the right to exercise shall be further governed by Section 3 below. Subject to the Participant’s continued employment with the Company, (c)the Option shall vest and become exercisable with respect to one-third of the Shares initially covered by the Option on each November 1 of 2005, (d) 2006 and (e) below2007, so that assuming such continued employment the Participant will become be fully vested in and able to exercise the Phantom Units awarded pursuant Option as to this Agreement all the Shares on December 15th of the second calendar year November 1, 2007 (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Fully Vested Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services toAt any time, the Employer from portion of the date Option that such Phantom Units are credited has become vested and exercisable as described above (or pursuant to his Section 2(b) or her Phantom Unit Account until December 15, 20182(c) below) is hereinafter referred to as the “Vested Portion.” (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer If prior to the Vesting Fully Vested Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability Company is terminated by the Company without Cause (as defined in Section 3) or by the PlanParticipant for Good Reason (as defined in Section 3), all the Option (i) shall vest and become exercisable with respect to the portion of the Participant’s unvested Phantom Units shall Option that otherwise would have become vested as and exercisable within the 12 months immediately succeeding such termination of employment, and (ii) to the extent not then vested, shall be canceled by the Company without consideration and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a); provided however that if a termination under the circumstances set forth above occurs on a vesting date, the Participant shall vest in the number of Shares that vest and become exercisable on that vesting date of the Participant’s termination of employment and he shall not be entitled to vest in or service with the Employer on account of death or Disabilitybecome able to exercise any additional Shares. (c) If the Participant’s employment or service with the Company is terminated by reason of the Employer without Cause Participant’s death or Disability (as defined in Section 3), the Plan) prior Option shall, to the Vesting Dateextent not then vested and exercisable, the Deferral Units credited to the Participant’s Phantom Unit Account that have not become fully vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraphexercisable, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but and such Vested Portion shall remain outstanding for the Participant’s deferral election and ends on the January 1 that is three years laterperiod set forth in Section 3(a). (d) If a Change of Control (as defined the Participant’s employment with the Company is terminated for any reason not described in the PlanSections 2(b) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan2(c), the portion of such Phantom Units credited Option shall, to the Participant’s Phantom Unit Account that have extent not then vested and exercisable, be canceled by the Company without consideration and the Vested Portion of the Option shall immediately vest and be paid within remain exercisable for the thirty (30) day period following the termination of employment or service with the Employerset forth in Section 3(a). (e) Notwithstanding any other provisions set forth in of this Agreement to the contrary, in the event that the Participant’s employment is terminated by the Company and its Subsidiaries without Cause or by the Participant for Good Reason during the six-month period immediately following a Change of Control (as defined below), the Option shall, to the extent not then vested and not previously canceled, immediately become fully vested and exercisable. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any of the following: (i) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act (as defined in the Plan)) other than the Permitted Holders (as defined below), if (ii) any person or group, other than the Participant ceases Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to be employed byhave “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or provide service only after the passage of time), directly or indirectly, of more than 60% of the total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise, (iii) the consummation of any transaction or series of transactions pursuant to which the Employer on account Company is merged or consolidated with any other company, other than a transaction which would result in the shareholders of the Company (and their Affiliates (as defined in the Plan)) immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such transaction or (iv) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (as defined in the Plan) (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a termination by majority of the Employer directors of the Company, then still in office, who were either directors at the beginning of such period or whose election or nomination for Cause or voluntary separation by election was previously so approved) cease for any reason to constitute a majority of the EmployeeBoard, then in office. “Permitted Holders” shall mean, as of the date of determination, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as and all of such date shall immediately terminate (i) Hitachi, Ltd. and become null any of its Affiliates, (ii) Clarity Partners, L.P. and void.any of its Affiliates

Vesting. (a) Except as otherwise provided The Issued Shares shall initially be unvested and subject to ------- cancellation in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service accordance with the Employer prior to provisions of Paragraph C.2 hereof. The following vesting schedule shall be in effect for the Vesting Date. For example, Phantom Units that are credited to Issued Shares: The Issued Shares shall vest in three (3) successive equal annual installments upon Participant's completion of each year of Service over a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer three-year period measured from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in of this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if any unvested shares shall automatically vest upon the Participant terminates employment occurrence of: (i) the Participant's cessation of Service by reason of normal retirement (age 65) or service with approved early retirement (age 55 plus 5 years Service), or (ii) the Employer on account Participant's termination of Service by reason of death or Disability (Permanent Disability. Upon vesting, the Participant shall acquire a fully-vested interest in, and the transfer restrictions of Paragraph B hereof and the cancellation provisions of Paragraph C.2 hereof shall terminate with respect to, the vested Issued Shares. The vested Issued Shares shall be released from escrow as defined in soon as administratively practicable, subject to the Plan), all Corporation's collection of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion applicable Withholding Taxes. For purposes of the vesting period during which provisions of this Paragraph C.1, Service shall mean the Participant was employed by Participant's performance of services for the Employer. For Corporation (or any Parent or Subsidiary) in the purpose capacity of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 an Employee or a non-employee member of the Plan Year that board of directors of any Subsidiary. Participant shall be deemed to cease such Service immediately upon the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change occurrence of Control (as defined in the Plan) occurs after the Date of Grant either of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of following events: (i) a termination by Participant no longer performs services in any of the Employer without Cause, foregoing capacities for the Corporation (or any Parent or Subsidiary) or (ii) the entity for which Participant performs such services ceases to remain a resignation Parent or Subsidiary of the Corporation, even though Participant may subsequently continue to perform services for Good Reason (as defined in that entity. Service shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Plan)Corporation; provided, during the Change of Control Period (as defined in the Plan)however, the portion of such Phantom Units credited that except to the Participant’s Phantom Unit Account that have not vested extent otherwise required by law or expressly authorized by the Plan Administrator or the Corporation's written leave of absence policy, no Service credit shall immediately vest and be paid within the thirty (30) day given for vesting purposes for any period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer is on account a leave of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and voidabsence.

Vesting. The Options shall vest and become exercisable as follows: one-third (a1/3) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Plan Year”Tranche” and each such anniversary a Vesting Date) that is after unless previously vested or forfeited in accordance with the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if to the Participant extent then unvested, the Options shall immediately become vested and exercisable if: a. Participant’s employment terminates employment or service with the Employer on account of due to death or Disability (as defined Permanent Disability, or b. Participant’s employment terminates on or within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the Planevent of Participant’s Retirement, a separate pro-rata portion of the Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement 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 most recent Vesting Date by 36, by (B) the number of Options subject to this Agreement (rounding up to the nearest whole number), all provided however, that, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of the Participant’s unvested Phantom Units shall each such Tranche would have otherwise become vested as of under the date of schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment or service for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the Employer on account first sentence of death or Disability. (cSection 4(b) If hereof the Participant’s employment or service is terminated by exercise of the Employer without Cause (as defined in the Plan) Options prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account satisfaction of such requirement. Any fractional Options that have not vested will immediately vest in full would result from application of this Section 4(a) shall be aggregated and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will shall vest on a pro-rated basis based on the portion first anniversary of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the EmployerGrant. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, Optionee may not purchase any shares by exercise of this Option between the Participant will become vested in the Phantom Units awarded pursuant to date of this Agreement on December 15th and the first anniversary date of the second calendar year (the “Plan Year”) that is this Agreement. On and for a period of five years after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination following anniversary dates of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior this Option may be exercised up to the Vesting Date, indicated percentage of shares covered by this Option (the Phantom Units credited shares as to which the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the PlanOption vests herein sometime called "VESTED OPTION SHARES"), all subject to Section 5 below: Cumulative Percentage of Percentage of Originally Originally Covered Shares Covered Shares as to Which Anniversary as to Which Option is Date Option Vests Exercisable ---- ------------ ----------- First 33 1/3% 33 1/3% Second 33 1/3% 66 2/3% Third 33 1/3% 100% Subject to earlier termination under Section 5, at any time after shares covered by this Agreement become Vested Option Shares, but no later than the Participant’s unvested Phantom Units shall become vested as fifth anniversary date of the date shares become Vested Option Shares (the "EXPIRATION DATE" with respect to such Shares), Optionee may purchase all or any part of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior Vested Option Shares which Optionee theretofore failed to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employerpurchase. For the purpose of determining In each case the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus shares which may be purchased shall be calculated to the Participant but for nearest full share. Unless Optionee indicates otherwise in writing when it exercises this Option, Optionee shall be deemed to exercise Vested Option Shares in the Participant’s deferral election and ends on order in which they vested. Notwithstanding the January 1 that is three years later. (d) If foregoing provisions or the provisions of Section 5 of this Agreement to the contrary, upon the occurrence of a Change of Control (as defined in the Plan) occurs all shares of Common Stock covered hereby which have not yet become Vested Option Shares shall thereupon become Vested Option Shares, and from and after the Date occurrence of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the such Change of Control Period (as defined in and until the Plan)Expiration Date for each Vested Option Share, the portion of such Phantom Units credited Optionee shall be entitled to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in exercise his rights under this Agreement or in with respect to such Vested Option Share. For the Planpurposes of this Agreement, a "CHANGE OF CONTROL" shall be deemed to have occurred if a Change of Control has occurred for the Participant ceases to be employed by, or provide service to the Employer on account purposes of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and voidExhibit A hereto.

Vesting. (a) Except as otherwise provided in subparagraphs this Section 2 or in the Plan or as approved by the Administrator, the RSUs shall vest in accordance with the terms of these Terms and Conditions (bincluding the Notice and the Plan), as follows (cthe occurrence of each such event described in Section 2(a)-(d), a “Vesting Event”): (da) and (e) below, all of the Participant will RSUs shall become vested on the earliest to occur of the (i) vesting date set forth in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account Notice (the “Vesting Date”), provided (ii) the Participant does not incur a termination of Participant’s death and (iii) the Participant’s Disability, subject in each case to the Participant’s continued employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, Company or continuously provides services to, the Employer from the date that its Affiliate through such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018.date; (b) Except upon the occurrence of a Change in Control, all then outstanding unvested RSUs shall be treated as otherwise provided in this Agreement, the Plan; (c) if the Participant Participant’s employment terminates employment or service with the Employer in a Qualifying Termination prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability then (as defined in the Plan), all i) a pro rata portion of the Participant’s unvested Phantom Units RSUs shall become vested based on the portion of the period between the Grant Date and the Vesting Date that has elapsed as of the date of such termination (the Participant’s termination “Accelerated RSUs”) and (ii) the balance of employment or service the RSUs (the “Deferred RSUs”) shall remain outstanding and unvested and shall become vested on the Vesting Date provided the Participant (A) has not violated Section 13(b) through the Vesting Date and (B) has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Employer Company on account each anniversary of death or Disabilitythe Grant Date (if any) that occurs following such Qualifying Termination and prior to the Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the Vesting Date. (cd) If if the Participant’s employment or service is terminated by the Employer without Cause terminates in a Qualifying Retirement (as defined in the Planbelow) prior to the Vesting Date, all of the Deferral Units credited RSUs shall become vested on the Vesting Date provided the Participant (i) has not violated Section 13(b) through the Vesting Date and (ii) has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest Company on a pro-rated basis based on the portion each anniversary of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units Grant Date (if any) that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election occurs following such Qualifying Retirement and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the Participant terminates Vesting Date. For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the Administrator, other service to, the Company or Company’s Affiliates, but in the case of employment with or service on account to an Affiliate, only during such time as such Affiliate is an affiliate of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined Company. Notwithstanding anything contained in these Terms and Conditions to the Plan), during the Change of Control Period (as defined in the Plan)contrary, the portion Administrator, in its sole discretion, may accelerate the vesting of any RSUs, at such Phantom Units credited times and upon such terms and conditions as the Administrator shall determine, so long as the delivery of Shares for any RSUs subject to Section 409A of the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the EmployerCode is permitted thereby. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. Subject to Sections 5 and 6 below, and pursuant to the terms of this Agreement and the Plan (a) Except and as otherwise provided in subparagraphs (bsummarized on Exhibit A attached hereto), the Restricted Shares shall be eligible to vest and no longer be subject to Restrictions as of the Vesting Date to the extent that the MSCI Index Relative Performance goals set forth on Exhibit A attached hereto are satisfied for the Performance Period (ceach such term as defined below), subject to the Awardee being an employee of the Company or an Affiliate thereof through the Vesting Date. As soon as reasonably practicable following the end of the Performance Period (dbut in no event later than thirty (30) and (e) belowdays after the end of the Performance Period), the Participant will become vested in Committee shall determine (such date of determination by the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (Committee, the “Vesting Date”) the Company TSR Percentage, the MSCI Index TSR Percentage, the MSCI Index Relative Performance, the Vesting Percentage and the number of Restricted Shares subject hereto that have become vested and no longer subject to Restrictions as of the Vesting Date (with any fractional Restricted Share rounded as determined by the Company). Any Restricted Shares subject hereto that have not become vested and no longer subject to Restrictions as of the Vesting Date for any reason shall immediately be forfeited as of such date without consideration therefor, provided and the Participant does not incur Awardee shall have no further right or interest in or with respect to such Restricted Shares. Notwithstanding the foregoing, in the event that a termination Change of employment or service with the Employer Control occurs prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account end of the Performance Period and the Awardee remains in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates continued employment or service with the Employer Company or an Affiliate thereof until at least immediately prior to the Vesting DateChange of Control, the Phantom Units credited a number of Restricted Shares equal to the Participant’s Phantom Unit Account product of (x) the number of then-outstanding Restricted Shares multiplied by (y) the Vesting Percentage calculated assuming that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if MSCI Index Relative Performance for the Participant terminates employment or service with the Employer on account of death or Disability Performance Period is attained at Target Level (as defined in set forth on Exhibit A) (with any fractional Restricted Share rounded as determined by the Plan), all of the Participant’s unvested Phantom Units Company) shall automatically become fully vested and no longer subject to Restrictions as of the date of the Participant’s termination such Change of employment or service with the Employer on account Control. For purposes of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Datethis Agreement, the Deferral Units credited to the Participant’s Phantom Unit Account that following terms shall have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions their respective meanings set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.below:

Vesting. The Qualified Plan benefit and the supplemental retirement benefit described in Section 4.2 (b)(i) shall be fully vested as of December 13, 2005. Upon the termination of Executive’s employment he shall be entitled to receive all such benefits as provided in the Qualified Plan and SRIB Plan. The supplemental retirement benefit described in Section 4.2 (b)(ii) (the “Enhanced Benefit”) shall begin vesting on December 13, 2005 and shall, so long as Executive is employed by the Company, cumulatively vest thereafter in equal monthly installments at the rate of 1/120th per calendar month for 120 months (with the period from December 13 to December 31, 2005, inclusive, being considered a “calendar month” for vesting purposes hereunder), except as follows; i.e., if during the term of this Agreement, and prior to full vesting: (i) Executive voluntarily terminates his employment (other than for Good Reason), then with respect to the calendar year in which he so terminates his employment Executive shall vest in the Enhanced Benefit at the rate of 1/120th per calendar month up to and including the month of termination if such termination occurs after June 30 of such calendar year, and he shall not vest with respect to any calendar month in the first half of such calendar year if such termination occurs on or before June 30 thereof; (ii) Executive is terminated for cause, he shall not be entitled to be vested in the Enhanced Benefit for any interest for the calendar year in which he is terminated; (iii) Executive (a) Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to voluntarily terminates his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed byfor Good Reason, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior does not continue to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of any reason other than (i) a termination by the Employer his voluntary resignation without CauseGood Reason, or (ii) his termination for cause, death, disability, or due to a resignation change in control, Executive shall in the circumstances contemplated under Sections 4.2(c)(iii)(a) or (b), above, continue to vest in the Enhanced Benefit in equal monthly installments at the rate of 1/120th per calendar month for the then-remaining balance of the term of this Agreement; (iv) Executive dies or becomes disabled, the Enhanced Benefit will vest 100 percent upon Executive’s death or disability; and Executive shall be entitled to receive payments as described in Section 4.2(b), except that if termination occurs as a result of disability, and Executive is receiving Bona Fide Disability Pay from the Company, the Enhanced Benefit will be reduced by such Bona Fide Disability Pay; or (v) There is a Change of Control, and Executive is terminated or resigns for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan)connection therewith, the portion of Enhanced Benefit will vest 100 percent immediately upon such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employerresignation. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except Subject to paragraph 2(b) and the Maximum Cap described below, and except as otherwise provided in subparagraphs (bparagraph 2(c)(iv), (c)the number of Phantom Shares that shall vest on the Vesting Date, (d) and (e) belowif any, shall be calculated in accordance with Exhibit A attached hereto based upon the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th achievement of the second calendar year performance goals set forth on Exhibit A (the “Plan YearPerformance Goals”) that is after during the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account period (the “Vesting DateTSR Performance Period”)) beginning on January 1, provided the Participant does not incur a termination of employment or service with the Employer prior to 202_ and ending on the Vesting Date. For example; provided that, Phantom Units to the extent that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services toany fractional Shares result, the Employer from number of Phantom Shares eligible for settlement (as set forth in paragraph 4) shall be rounded down to the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018nearest whole share. (b) Except as otherwise provided in this Agreementparagraph 2, if the Participant terminates employment or service with the Employer Grantee experiences a Termination of Service for any reason prior to the Vesting Date, the Phantom Units credited 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 paragraph 2(c)(iv), in the event that, prior to the Participant’s 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 Employment Agreement relating to execution of a release, the Grantee shall vest in a pro-rata portion of the Phantom Unit Account that have not vested Shares as of such the Vesting Date. The pro-rata portion shall be calculated as 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, 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 not beyond the Vesting Date) and (y) the denominator of which is 1,095. Notwithstanding the foregoing, 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 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 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 paragraph 2(c)(i) shall terminate have no effect and the corresponding Units Grantee shall not be forfeited; providedentitled to receive the vesting described in this paragraph 2(c)(i) or paragraph 2(c)(iv). 2 Note to draft: To be equal to two times the Relative TSR Target Shares. (ii) Subject to paragraph 2(c)(iv), howeverin the event that, that if prior to the Participant terminates employment or service with Vesting Date, the Employer Grantee experiences a Termination of Service on account of the Grantee’s death or Disability (as defined in the PlanEmployment Agreement), all 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 Participant’s unvested Phantom Units Performance Goals if the Grantee remained employed through the Vesting Date; provided that, such vesting shall become vested as be subject to Section 5(k) of the date Employment Agreement relating to execution of a release, if the Participant’s termination Grantee experiences a Termination of employment or service with the Employer Service on account of death or the Grantee’s Disability. (ciii) If the Participant’s employment or service is terminated by the Employer without Cause (as defined Subject to paragraph 2(c)(iv), in the Plan) event that, prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest Grantee experiences a Termination of Service on a pro-rated basis based on the portion account of the vesting period during which 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 Participant was employed by the Employer. For the purpose Employment Agreement relating to execution of determining a release, the number of Matching Units Phantom Shares that become vested pursuant to this subparagraphshall vest, the vesting period commences if any, on the January 1 Vesting Date shall be the number of Phantom Shares that would have vested on the Vesting Date based upon achievement of the Plan Year that Performance Goals if the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is Grantee remained employed by, or providing service to the Employer, but prior to through the Vesting Date. For purposes of this Agreement, an “Eligible Retirement” means the Grantee’s Termination of Service without Good Reason and the Participant terminates employment or service other than on account of death or Disability either (iA) on or after age 65 or (B) on account of an Eligible Early Retirement. For purposes of this Agreement, “Eligible Early Retirement” means the Grantee’s Termination of Service prior to age 65 pursuant to a termination succession plan approved by the Employer without CauseBoard, which may include (but, for clarity would not necessarily require) the Grantee and the Company entering into a consulting or (ii) advisory agreement and the Grantee’s reasonable cooperation in providing transition services for a resignation for Good Reason (as defined in the Plan), during the Change period of Control Period (as defined in the Plan)time following termination of employment; provided that, the portion Executive provides the Company with at least nine months prior written notice (or such shorter notice period as determined by the Board in its discretion) of such Phantom Units credited to the ParticipantGrantee’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with (and continues in active employment during such notice period) and the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account Board approves such Termination of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested Service as of such date shall immediately terminate and become null and void.an Eligible Early Retirement.3

Vesting. (a) Except The Restricted Shares shall vest as otherwise provided follows: (i) Provided that Employee remains continuously in subparagraphs Employment by the Company until the Vesting Date (bas defined herein) and the sum of the after-tax net income per diluted share for the Company’s fiscal years ended February 28, 2007, February 29, 2008 and February 28, 2009, as shown on the Company’s audited financial statements, is at least equal to the Cumulative Target (as defined herein), (c), (d) and (e) below, the Participant Employee will become vested in the Phantom Units awarded pursuant to this Agreement Restricted Shares on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. As soon as practicable after the completion of the Company’s audited financial statements for the Company’s fiscal year ended February 28, 2009, the Company shall determine the cumulative after-tax net income per diluted share for the Company’s fiscal years ended February 28, 2007, February 29, 2008 and February 28, 2009. Such determination by the Company shall be final and binding on the Company and Employee and shall not be subject to contest or challenge. For examplepurposes of determining whether an employee has been continuously employed, Phantom Units that are credited any leave of absence for periods and purposes conforming to the personnel policies of the Company and approved by the Committee shall not be deemed to be an interruption of continuous service. (ii) Subject to Paragraph 2(f) and (g) hereof, Employee will become vested in a Participant’s Unit Account in 2016 will vest on December 15, 2018 Pro Rata Share (as defined herein) of the Restricted Shares upon the occurrence of a Vesting Event (as defined herein) provided that (A) Employee is actively employed by the Participant Company on the effective date of such Vesting Event and (B) the Company is continuously employed byon track to meet the Cumulative Target at the end of the fiscal quarter coincident with or next preceding the Vesting Event (the “Fiscal Quarter”). The Company will be determined to be on track to meet the Cumulative Target if the sum of (y) the Company’s after-tax net income per diluted share equals or exceeds the Target (as defined herein), or continuously provides services toor, if applicable, the Employer from sum of the Targets, for the Company’s fiscal year(s) that ended prior to or coincident with the Fiscal Quarter and (z) if the Fiscal Quarter does not end on the last day of a fiscal year, the Company has earned a pro rata portion of the Target, as adjusted for seasonality and other factors if and to the extent the Committee deems appropriate, for the fiscal year which ends after the Fiscal Quarter. As soon as practicable after the completion of the Company’s audited financial statements for the Fiscal Quarter and any fiscal years ending prior to the Fiscal Quarter, the Company shall determine whether it is on track to meet the Cumulative Target, as set forth above. Such determination by the Company shall be final and binding on the Company and Employee and shall not be subject to contest or challenge. Any unvested Restricted Shares that do not become vested as hereinabove provided shall remain unvested, and concurrent with the effective date of Employee’s Termination of Employment, Employee shall forfeit all of the Restricted Shares. On such date, all such Restricted Shares shall be transferred to the Company without consideration. (iii) In the event that Employee’s Employment by the Company is terminated for any reason other than death, Permanent Disability (as defined herein), Retirement (as defined herein) or termination by the Company without Cause (as defined herein), Employee’s rights to receive any unvested Restricted Shares shall remain unvested, and concurrent with the effective date of such Phantom Units are credited termination of employment, Employee shall forfeit all of the Restricted Shares. On such date, all such Restricted Shares shall be transferred to his or her Phantom Unit Account until December 15, 2018the Company without consideration. (b) Except as otherwise provided in this Agreement, if Notwithstanding the Participant terminates employment or service with the Employer prior to the Vesting Dateforegoing, the Phantom Units credited Committee reserves the discretion to change the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate Targets and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined Cumulative Target in the Plan)event of unforeseen events such as changes in law, all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment regulations or service with the Employer on account of death rulings; changes in accounting principles or Disabilitypractices; or a merger, acquisition, divestiture or other significant transaction. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except If Employee remains continuously employed by the Company from the Grant Date through [__________], this Performance Award shall vest in Employee on such date at the level set forth in the Notice based upon achievement of the Company performance objectives set forth in the Notice (“Performance Objectives”) during the period commencing on [__________] and ending [__________] (the “Performance Period”). As soon as otherwise provided administratively practicable after the end of the Performance Period (or such earlier date as set forth in subparagraphs Sections 2(b), (c) or (d)), the Compensation Committee of the Board (“Committee”) shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that are vested in Employee as a result of such achievement. (b) If on or after the eighteen-month anniversary of the Grant Date and prior to the end of the Performance Period (i) a “Change 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) of the Company occurs, (ii) Employee incurs a “Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the 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” level of performance as set forth in the Notice. For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the date of the applicable vesting event was the most recently completed fiscal quarter of the Company. As soon as administratively practicable after the date of the applicable vesting event described in clauses (b)(i) or (b)(ii) above, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that vest as a result of such achievement. (c) If on or after eighteen-month anniversary of the Grant Date and prior to the end of the Performance Period the Employee terminates employment with the Company on or after age sixty for a reason other than death or Disability (“Retirement”), this Performance Award shall vest on the date of such termination due to Retirement (the “Retirement Date”) at the “Determined Percentage” (as defined below). For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the date of the applicable vesting event was the Employee’s Retirement Date, multiplied by a fraction, the numerator of which is equal to the number of Employee’s actual days of employment from the Grant Date to Employee’s Retirement Date, and the denominator of which is equal to the total number of days in the Performance Period. As soon as administratively practicable after the Retirement Date, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that are vested in Employee as a result of such achievement. (d) If prior to the eighteen-month anniversary of the Grant Date (i) a Change of Control occurs, (ii) Employee incurs a “Disability”, 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 percentage attributable to the “target” level of performance as set forth in the Notice. For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the date of the applicable vesting event was the most recently completed fiscal quarter of the Company on or following the Grant Date. Notwithstanding the foregoing, if the vesting event is as a result of (ii) or (iii) above, the Determined Percentage shall be multiplied by a fraction, the numerator of which is equal to the number of Employee’s actual days of employment from the Grant Date to the date of Disability or death, as applicable, and the denominator of which is equal to the total number of days in the Performance Period. As soon as administratively practicable after the date of the applicable vesting event, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that vest as a result of such achievement. (e) If Employee’s employment with the Company is terminated prior to the end of the Performance Period, and neither (b), (c), ) nor (d) and (e) belowabove apply, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units Performance Award automatically shall be forfeited; providedforfeited in full, howeverwithout payment, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disabilitysuch termination. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Except as otherwise provided in subparagraphs (b), (c), (dsubsections 3(b) and (e3(c) belowbelow and to the extent not previously vested or forfeited as provided herein, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Units shall become vested as of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on date as determined by the portion Committee after termination of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2016, or earlier in the Planevent of your death, Disability or Change of Control pursuant to paragraph 3(b) or (c) hereof (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s Adjusted ROA, as defined on Appendix A, as measured against a peer group, consisting of companies in the KBW Bank Sector index as of January 1, 2013, excluding custody banks in that index (the “Peer Group), over a three-year performance period beginning on January 1, 2013 and ending on December 31, 2015 (the portion “Performance Period”) as certified by the Committee following the end of the Performance Period. For members of the Peer Group who fail or are acquired, the Adjusted ROA through the time the independent company stops reporting GAAP financials will be frozen and serve as their final return metric for the Performance Period. Members of the Peer Group that continue to operate as independent companies but that fall out of the KBW Bank Sector index will continue to be used in the Peer Group. Members of the Peer Group as of January 1, 2013 are shown in Appendix B. Any new entrants to the KBW Bank Sector index after January 1, 2013 will not be considered members of the Peer Group for any award determination or calculation related to this Agreement. The number of Units that shall vest and the number of Shares that shall become issuable on the Date of Issuance is set forth on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROA for one or more fiscal years in the Performance Period is not positive, as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with section 13(b) below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such Phantom Units credited vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the award as provided in Section 5 below. All Units, including your rights thereto and to the Participant’s Phantom Unit Account that have underlying Shares, which do not vested vest on or before the Date of Issuance, as provided in this Section 3, shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested forfeited as of such date shall immediately terminate and become null and voidDate of Issuance (to the extent not previously forfeited as provided herein).

Vesting. (a) a. Except as otherwise expressly provided in subparagraphs (b)Section 7.b hereof, subject to Participant’s continued employment or service through each applicable vesting date, (c), (di) and (e) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement on December 15th 20% of the second calendar year total number of Shares subject to the Option (the “Plan YearInitial Tranche”) that is shall vest and become exercisable on the earlier to occur of (A) one hundred and eighty (180) days after the Plan Year pricing of an underwritten public offering of the Common Stock that occurs following the Effective Date and (B) two (2) business days after the first day that the Phantom Units are credited to his or her Phantom Unit Account Common Stock becomes listed on a nationally recognized securities exchange through a direct listing that does not occur in conjunction with an underwritten public offering (as applicable, the “Initial Vesting Date”), and (ii) an additional 20% of the total number of Shares subject to the Option shall vest and become exercisable on each of the first four (4) anniversaries of the date of grant. b. Notwithstanding anything to the contrary contained in Section 7.a hereof, upon a Participant’s Qualifying Termination, (i) 100% of the total number of shares subject to the unvested Option shall vest, if such Qualifying Termination occurs on or before the first anniversary of the date of grant; (ii) 50% of the total number of shares subject to the unvested Option shall vest, if such Qualifying Termination occurs after the first anniversary and on or before the second anniversary of the date of grant; and (iii) 25% of the total number of shares subject to the unvested Option shall vest, if such Qualifying Termination occurs after the second anniversary and on or before the third anniversary of the date of grant; provided, that if a Participant undergoes a Qualifying Termination or is terminated due to death or Disability, in each case, prior to the Initial Vesting Date, the Initial Tranche shall vest and become exercisable upon the date of such termination. c. Notwithstanding anything to the contrary contained in Section 7.a hereof, 100% of the total number of Shares subject to the Option shall vest immediately prior to the consummation of a Change in Control. d. Notwithstanding anything to the contrary contained herein, (i) the Option shall not be exercisable, and shall be void and of no further force and effect, after the expiration of the Option term, and (ii) vesting shall cease immediately upon termination of Participant’s employment or service for any reason other than as provided in Section 7.b, and any portion of the Participant does Option that has not incur vested on or prior to the date of such termination shall be forfeited on such date. Upon a termination of employment or service with the Employer prior to the Vesting Date. For exampleservice, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer shall have ninety (90) days from the date that such Phantom Units are credited of termination to his or her Phantom Unit Account until December 15, 2018. (b) Except as otherwise provided in this Agreement, if exercise the Participant terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the vested portion of Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; Option, provided, however, that if such termination is due to death, Disability or a Qualifying Termination, Participant shall have until the Participant terminates employment or service with earlier of (A) one (1) year post-termination and (B) the Employer on account of death or Disability (as defined in the Plan), all end of the Option term, in which to exercise the vested portion of Participant’s unvested Phantom Units shall become vested as Option. In the event of the date of the Participant’s termination of employment or service with the Employer on account of death or Disability. (c) If the Participant’s employment or service is terminated by the Employer without Cause (as defined in the Plan) prior to the Vesting Datefor Cause, the Deferral Units credited to the Participant’s Phantom Unit Account that have not vested will immediately vest in full and the Matching Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based Option shall automatically terminate on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years later. (d) If a Change of Control (as defined in the Plan) occurs after the Date of Grant of the Phantom Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the Vesting Date, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion date of such Phantom Units credited to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employertermination. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as of the last day of the Performance Period, subject to Section 3(d) below. Except as otherwise provided in subparagraphs (b), Section 3(b) or (c), (d) and (e) below, to the Participant will become vested extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the Phantom Units awarded pursuant minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement on December 15th of the second calendar year (the “Plan Year”) that is after the Plan Year that the Phantom Units are credited to his or her Phantom Unit Account (the “Vesting Date”), provided the Participant does not incur a termination of employment or service with the Employer prior to the Vesting Date. For example, Phantom Units that are credited to a Participant’s Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or continuously provides services to, the Employer from the date that such Phantom Units are credited to his or her Phantom Unit Account until December 15, 2018have been met. (b) Except as otherwise provided in this Agreement, if In the event the Participant dies or terminates employment or service with the Employer prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or a Disability (as defined in before the Plan), all end of the Participant’s unvested Phantom Performance Period, the Participant shall vest in that number of Restricted Share Units shall become vested as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s termination death or the date the Participant’s employment is terminated as a result of employment or service Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Employer Performance Criteria shall vest) and the Participant’s, or the Participant’s estate’s or beneficiaries’ in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or had his employment terminated on account of Disability. Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the application of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability. (c) If In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated by for any reason within twelve months after the Employer without Cause Company obtains actual knowledge that a Change in Control has occurred, (as defined and before the Restricted Share Units otherwise have become vested under Section 3(a) or (b)), the Participant shall vest in the Plan) prior Restricted Share Units having a value equal to the Vesting DateTarget Amount granted under Section 2 of this Agreement (and, for the Deferral avoidance of doubt, no additional amount of Restricted Share Units credited in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s Phantom Unit Account that have not rights to such vested will immediately vest in full and amount of Restricted Share Units shall become nonforfeitable as of the Matching Units credited to date on which the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis based on the portion of the vesting period during which the Participant was employed by the Employer. For the purpose of determining the number of Matching Units that become vested pursuant employment with or service to this subparagraph, the vesting period commences on the January 1 of the Plan Year that the Company would have otherwise paid the Annual Bonus to the Participant but for the Participant’s deferral election and ends on the January 1 that is three years laterterminated. (d) If a Change of Control Except as provided in Section 3(b) or (c) above or as defined otherwise provided in any written agreement by and between the Plan) occurs after Company and the Date of Grant of Participant, if the Phantom Units subject to this Agreement and while Participant’s employment with the Participant is employed by, or providing service to the Employer, but Company terminates for any reason prior to the Vesting Dateexpiration of the Performance Period, all then-unvested Restricted Share Units shall be canceled immediately and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Phantom Units credited shall not be payable to the Participant’s Phantom Unit Account that have not vested shall immediately vest and be paid within the thirty (30) day period following the termination of employment or service with the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to the Employer on account of a termination by the Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such date shall immediately terminate and become null and void.