Common use of Vesting Clause in Contracts

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject 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 GranteeVesting Date. For example, Phantom Units that are credited to a Participant’s continued employment Unit Account in 2016 will vest on December 15, 2018 provided that the Participant is continuously employed by, or other service relationship with continuously provides services to, the Company Employer from the date that such Phantom Units are credited to his or its Subsidiaries through March 31her Phantom Unit Account until December 15, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto2018. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the RSUs Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall cease vesting 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 GranteeParticipant’s Termination termination of Relationship employment or service with the Company Employer on account of death or any of its Subsidiaries for any reason and no portion of Disability. (c) If the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., Participant’s employment or service is terminated by the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Employer without Cause (as defined in the GranteePlan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Employment AgreementPhantom 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), all RSUs then held 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 Grantee (whether Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested or unvested) as of such date shall immediately be forfeitedterminate and become null and void.

Vesting. (a) Subject to the GranteeOptionee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation vesting date (except as otherwise provided in this Section 4), the entire Option shall become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable in full on [the first anniversary of such Change in Control. Following the Grant Date]; provided, however, that: (a) the entire Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of a Change in Control; and (b) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, any RSUs serious illness or Disability, (other than 1) the Option shall become a Vested CIC RSUsOption 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 aggregate number of Option Shares subject to the Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the 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 Option shall immediately be forfeited. (dbecome a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) Except as if the Termination of the Relationship occurred on the date of the Change in Control. Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 34, the RSUs Option shall cease vesting as of the date of the GranteeOptionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs Option that are is not a Vested RSUs Option as of such time shall become a Vested RSUs Option thereafter (i.e., the portion of the RSUs Option that are is not a Vested RSUs Option shall be forfeited immediately); provided, that, in the event that the Grantee Optionee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement)Cause, all RSUs Options then held by the Grantee Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. The PRSUs will be subject to performance-based vesting conditions (athe “Performance Conditions”) Subject which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2027 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the GranteeEmployee’s continued employment with or other service relationship with provision of services to the Company or its Subsidiaries a subsidiary or affiliate through March 31the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, 2022, a number the change of RSUs shall become the Employee’s status from employee to non-forfeitable (when employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a RSU becomes non-forfeitablesubsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a “Vested RSU”) portion of the PRSUs have not vested as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Vesting Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as unvested PRSUs will be forfeited. Upon the occurrence of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If an event constituting a Change in Control occurs prior Control, notwithstanding anything to March 31, 2022the contrary in Section 8 of the Plan, the Committee shall determine the number of Vested RSUs based PRSUs outstanding on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation date of such Change in Control. Following , and any dividend equivalents with respect thereto, shall be assumed by the occurrence successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a Change in Control, any RSUs subsidiary or an affiliate through the Vesting Date (other than and the Vested CIC RSUs) Performance Conditions shall immediately each be forfeited. (d) Except deemed to have been achieved at the “Target” level as otherwise provided in this Section 3, the RSUs shall cease vesting set forth on Exhibit A as of the date of the Grantee’s Termination of Relationship Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the Company or any of its Subsidiaries for any reason and no portion terms of the RSUs Plan at the earliest time set forth in the Plan that are will not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion trigger a tax or penalty under Section 409A of the RSUs Code, as determined by the Committee; provided that are not Vested RSUs the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be forfeited immediately); provided, that, paid to the extent provided in Section 8 in the event that of the Grantee experiences a Termination Employee’s termination of Relationship for Cause (as defined employment or services following such Change in Control and prior to the Grantee’s Employment Agreement)Vesting Date. Upon payment pursuant to the terms of the Plan, all RSUs then held by the Grantee (whether vested or unvested) such awards shall immediately be forfeitedcancelled.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with Award Notice, these Terms and Conditions and the Company or its Subsidiaries through March 31Plan, 2022, a number the RSUs in respect of RSUs your Annual Vesting Award shall become non-forfeitable vest and no longer he subject to any restriction (when a RSU becomes non-forfeitable, a such period during which restrictions apply is the “Vested RSURestriction Period”) as follows: November 19, 2008 8,300 November 19, 2009 9,150 November 19, 2010 10,850 November 19, 2011 10,850 November 19, 2012 10,850 Upon the termination of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued your employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company by IAC or any of its Subsidiaries or Affiliates for any reason and no other than your death or Disability or for Cause or if you resign for Good Reason (as defined in your Employment Agreement) during the Restriction Period, the portion of your Annual Vesting Award that would have vested through the date of your termination of employment if the Annual Vesting Award vested in equal installments of 20% per year (or 10,000 RSUs) shall vest, and the remaining unvested portion of your Annual Vesting Award shall be forfeited and canceled in its entirety effective immediately upon such termination of employment. For example, if you resign for Good Reason on September 19, 2010 (e.g. after the second vesting of RSU’s but prior to the November 19, 2010 vesting), 2,550 RSUs will vest and the remaining 30,000 RSUs will be forfeited and canceled. If your employment is terminated by IAC or any of its Subsidiaries or Affiliates for Cause, or if following any termination of employment between you and IAC or any of its Subsidiaries or Affiliates for any reason IAC determines that during the two years prior to such termination there was an event or circumstance that would have been grounds for termination for Cause, your Annual Vesting Award shall be forfeited and canceled in its entirety upon such termination, and IAC may cause you, immediately upon notice, either to return the shares or cash issued upon the settlement of RSUs that are not Vested vested during the two-year period after the events or circumstances giving rise to or constituting grounds for termination for Cause or to pay IAC an amount equal to the aggregate amount, if any, that you had previously realized in respect of any and all shares issued upon settlement of RSUs as of that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such time shall become Vested RSUs thereafter termination for Cause (i.e., the portion value of the RSUs that are not Vested RSUs upon vesting), in each case, including any dividend equivalents or other distributions received in respect of any such RSUs. This remedy shall be forfeited immediately); providedwithout prejudice to, thator waiver of, any other remedies IAC or its Subsidiaries or Affiliates may have in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedsuch event.

Vesting. (a) Subject All of the Stock Units and shares of Stock issued pursuant to this Award prior to the Grantee’s continued employment Final Vesting Date (as defined below) shall be subject to time-based vesting, with one-third (1/3) of the Stock Units earned pursuant to this Award and the shares of Stock issued or other service relationship with issuable pursuant to this Award vesting on each of the Company or its Subsidiaries through March 31, 2022, a number first three (3) anniversaries of RSUs shall become non-forfeitable the Grant Date (when a RSU becomes non-forfeitableeach, a “Vested RSU”Vesting Date,” and the third (3rd) as anniversary of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Grant Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination “Final Vesting Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company (or its Subsidiaries a Company Affiliate) through the consummation applicable Vesting Date. All shares of such Change Stock issued pursuant to this Award after the Final Vesting Date shall be fully vested upon issuance. Except as provided in Control. Following Sections 3(b) and 3(c) below, if at any time the occurrence Grantee shall cease to be an employee of the Company or a Change in Control, Company Affiliate for any RSUs reason (other than in circumstances where the Vested CIC RSUs) Grantee immediately thereafter remains or becomes an employee of the Company or a Company Affiliate), then the Stock Units and shares of Stock issued pursuant to this Award that remain unvested at such time shall automatically and immediately be forfeitedforfeited by the Grantee without consideration therefor. (db) Except as otherwise provided in this Section 3, If the RSUs Grantee shall cease vesting to be an employee of the Company or a Company Affiliate (other than in circumstances where the Grantee immediately thereafter remains or becomes an employee of a Company Affiliate) in circumstances that constitute a Terminating Event, any then unvested Stock Units or shares of Stock issued pursuant to this Award will not be forfeited and such Stock Units or shares of Stock issued pursuant to this Award will be fully time-vested as of the date of such Terminating Event. Any shares of Stock issued pursuant to this Award with respect to Stock Units that vested pursuant to this Section 3(b) will be fully time-vested upon issuance. (c) In the event the Grantee shall cease to be an employee of the Company or a Company Affiliate (other than in circumstances where the Grantee immediately thereafter remains or becomes an employee of a Company Affiliate) as a result of the Grantee’s Termination change in status from an Employee to a Director or Consultant, then, unless otherwise required by law, the Grantee shall continue to time-vest in any then unvested Stock Units or shares of Relationship with Stock issued pursuant to this Award based on the Grantee’s continued service as a Director or Consultant, in which case, the Grantee ceasing to serve as a Director or Consultant will be treated in the same manner as Grantee ceasing to be an Employee of the Company or any a Company Affiliate for purposes of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment this Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs The Restricted Stock Units shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as vested and nonforfeitable on the first anniversary of the Determination Grant Date according (the “Vesting Date”), so long as the Grantee continues to be a member of the provisions set forth on Annex I attached heretoBoard through the Vesting Date. (b) If a Termination of Relationship occurs after March 31Notwithstanding the foregoing, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do Restricted Stock Units have not previously terminated or become Vested RSUs in accordance with vested and nonforfeitable (i) if the preceding sentence, the RSUs shall terminate and become null and void as Grantee ceases to be a member of the Determination DateBoard due to the Grantee’s death, Disability (as defined below) or voluntary departure from the Board, then 100% of the Restricted Stock Units that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained a member of the Board through such date will become vested and nonforfeitable upon such death, Disability or voluntary departure from the Board; and (ii) the Restricted Stock Units shall become immediately vested and nonforfeitable as to 100% of the shares of Common Stock subject to such Restricted Stock Units immediately prior to a Change in Control so long as the Grantee is a member of the Board through the date of the Change in Control. (c) If a Change in Control occurs prior to March 31For the purposes of this Agreement, 2022, Disability shall have the Committee shall determine meaning as provided under Section 409A(a)(2)(C)(i) of the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeitedCode. (d) Except as otherwise provided For purposes of this Agreement, a Change in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause Control (as defined in the Grantee’s Employment Agreement), all RSUs then held by Plan) will be deemed to have occurred with respect to the Grantee (whether vested only if an event relating to the Change in Control constitutes a change in ownership or unvested) shall immediately be forfeitedeffective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. Section 1.409A-3(i)(5).

Vesting. (a) Subject The RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the Grantee’s continued employment or other service relationship with nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or its Subsidiaries through March 31part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, 2022whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, a number the amount of RSUs such payment shall become non-forfeitable be equal to the fair market value (when a as determined by the Board) of the RSU becomes non-forfeitable, a “Vested RSU”) Shares as of the Determination Vesting Date according less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the provisions set forth on Annex I attached heretovesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Termination of Relationship occurs after March 31Reorganization Event (as defined in the Plan) and the RSUs are not assumed, 2022or substantially equivalent RSUs substituted, but by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Determination DateChange in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, the then in either case these RSUs shall remain eligible continue to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs vest in accordance with the preceding sentenceVesting Schedule; provided, the however, that these RSUs shall terminate and immediately become null and void as of the Determination Date. (c) If a Change vested in Control occurs full if, on or prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as first anniversary of the date of the Granteeconsummation of the Change in Control Event, the Participant’s Termination of Relationship employment or other relationship as an Eligible Participant with the Company or any of its Subsidiaries the Acquiring Corporation is terminated for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held Good Reason by the Grantee (whether vested Participant or unvested) shall immediately be forfeitedis terminated without Cause by the Company or the Acquiring Corporation.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs The Restricted Stock shall become non-forfeitable Vested Restricted Stock in four (when a RSU becomes non-forfeitable, 4) annual and equal installments based on the Participant’s Continuous Service through January 1 of each of the four years following the Date of Grant (each installment being a “Vested RSUVesting Date”) ). Accordingly, the Restricted Stock Award granted under this Agreement shall vest as of the Determination Date according to the provisions set forth on Annex I attached hereto.follows: (b) If In the event that the Participant’s employment is terminated as a Termination result of Relationship occurs after March 31, 2022, but prior to the Determination Datedeath or Disability, the RSUs Participant shall remain eligible to become Vested RSUs vest in accordance the Restricted Stock with Annex I such vesting occurring as of the Determination Date. To day before the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate termination of employment and become null and void as no portion of the Determination DateRestricted Stock shall be Unvested Restricted Stock. (c) If In the event the Participant’s employment terminates as a Change result of the non-renewal by the Company of the Term of the Employment Agreement in Control occurs prior to March 31, 2022effect on the Date of Grant (the “Current Term”), the Committee Participant shall determine vest in the number Restricted Stock with such vesting occurring as of Vested RSUs the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. In the event the Participant’s employment terminates as a result of the Company’s non-renewal of any subsequent renewal Term (a “Renewal Term”) of the Employment Agreement, the Participant shall vest in a pro-rata portion of the Restricted Stock determined based on the special rules set forth on Annex I Participant’s date of termination of employment in accordance with Section 3(h) below. In the event the Participant’s employment terminates as a result of the non-renewal of the Term of the Employment Agreement by the Participant, whether at the end of the Current Term or any Renewal Term, all Unvested Restricted Stock shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (d) In the “Vested CIC RSUs”), subject to event the GranteeParticipant’s continued employment or other service relationship with is terminated by the Company without Cause or its Subsidiaries through if the consummation Participant terminates his/her employment with Good Reason, the Participant shall vest in the Restricted Stock with such vesting occurring as of such Change in Control. Following the occurrence day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. (e) In the event there is a Change in Control, as defined in the Plan, then the Participant shall vest in the Restricted Stock as of the effective date of any RSUs (other than the Vested CIC RSUs) shall immediately be forfeitedsuch Change in Control. (df) Except as otherwise is provided in this Section 39 of the Plan, any adjustment to an award of Restricted Stock pursuant to Section 9 of the Plan shall not change the ratio of Unvested Restricted Stock to Vested Restricted Stock. (g) In the event the Participant’s employment is terminated for Cause or if the Participant terminates his/her employment without Good Reason, all Unvested Restricted Stock shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (h) If the Participant is entitled to vest in a pro-rata portion of the Restricted Stock, the RSUs number of shares of Unvested Restricted Stock which vest (or additional shares which shall cease vest if some of the shares have already vested) shall be determined by multiplying the number of shares scheduled to vest on the next scheduled vesting as following the date of termination of employment by a fraction, the numerator of which is the number of days elapsed between the January 1 preceding the date of the Grantee’s Termination termination of Relationship with employment and the Company or any date of its Subsidiaries for any reason termination of employment, and no portion the denominator of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedwhich is 365.

Vesting. (a) Subject The RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the Grantee’s continued employment or other service relationship with nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or its Subsidiaries through March 31part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, 2022whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, a number the amount of RSUs such payment shall become non-forfeitable be equal to the fair market value (when a as determined by the Board) of the RSU becomes non-forfeitable, a “Vested RSU”) Shares as of the Determination Vesting Date according less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the provisions set forth on Annex I attached heretovesting of the RSUs. The RSUs or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) If a Termination Notwithstanding the provisions of Relationship occurs after March 31Section 10(b) of the Plan or Section 3(a) above, 2022, but effective immediately prior to the Determination Datea Change in Control Event, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate fully vested and become null and void as of the Determination Datefree from forfeiture. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to LINN Incentive Units will vest as follows: (i) ten percent (10%) on each of the Grantee’s continued employment or other service relationship with first five (5) anniversaries of the Company or its Subsidiaries through March 31date of the grant (each, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a an “Vested RSUAnnual Vesting Date”) and (ii) any LINN Incentive Units not vested pursuant to clause (i) hereof shall vest on the date of a Vesting Event (as defined below). In addition, upon a Company MSA Termination, if less than 50% of the LINN Incentive Units are vested at such time, an additional ten percent (10%) of the LINN Incentive Units (or such lesser amount as is sufficient to cause 50% of the LINN Incentive Units to be vested) will vest effective as of the Determination Date according to Company MSA Termination Date; provided that if the provisions set forth on Annex I attached heretoCompany MSA Termination occurs as a result of a LINN Event, then such vesting shall not occur. (b) Annual vesting will continue during the MSA Transition Period. In addition, as of the end of the MSA Transition Period, vesting will be deemed to have occurred on a monthly basis at the rate of 0.83% for each month following the immediately preceding Annual Vesting Date. For example, if the MSA Transition Period ended one month following the 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 a Termination of Relationship occurs after March 31, 2022, but the MSA Transition Period ended one month prior to the Determination Annual Vesting Date, an additional 9.13% vesting will be deemed to have occurred (11 months following the RSUs shall remain eligible 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 become Vested RSUs terminate the MSA in accordance with Annex I as its terms, LINN shall forfeit any rights to any further vesting set forth in this section effective from date of such breach (and any distributions that would have been made in respect of any unvested LINN Incentive Units that would have otherwise become vested LINN Incentive Units absent such breach). For the avoidance of doubt, no further vesting shall occur following the termination of the Determination Date. To the extent the RSUs do not become Vested RSUs MSA other than in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately4.1(b); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as All of the Determination Date according Stock Units and shares of Stock issued pursuant to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but this Award prior to the Determination DateVesting Date (as defined below) shall be subject to time-based vesting, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as 100% of the Determination Date. To Stock Units earned pursuant to this Award and the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as shares of the Determination Date. (c) If a Change in Control occurs prior Stock issued or issuable pursuant to March 31, 2022, the Committee shall determine the number of Vested RSUs based this Award vesting on the special rules set forth on Annex I [_______] (the “Vested CIC RSUsVesting Date”), subject to the Grantee’s continued employment or other service relationship with the Company (or its Subsidiaries a Company Affiliate) through such vesting date. All shares of Stock issued pursuant to this Award after the consummation Vesting Date shall be fully vested upon issuance. Except as provided in Sections 3(b) and 3(c) below, if at any time the Grantee shall cease to be an employee of such Change in Control. Following the occurrence of Company or a Change in Control, Company Affiliate for any RSUs reason (other than in circumstances where the Vested CIC RSUs) Grantee immediately thereafter remains or becomes an employee of the Company or a Company Affiliate), then the Stock Units and shares of Stock issued pursuant to this Award that remain unvested at such time shall automatically and immediately be forfeitedforfeited by the Grantee without consideration therefor. (db) Except as otherwise provided in this Section 3, If the RSUs Grantee shall cease vesting to be an employee of the Company or a Company Affiliate (other than in circumstances where the Grantee immediately thereafter remains or becomes an employee of a Company Affiliate) in circumstances that constitute a Terminating Event, any then unvested Stock Units or shares of Stock issued pursuant to this Award will not be forfeited and such Stock Units or shares of Stock issued pursuant to this Award will be fully time-vested as of the date of such Terminating Event. Any shares of Stock issued pursuant to this Award with respect to Stock Units that vested pursuant to this Section 3(b) will be fully time-vested upon issuance. (c) In the event the Grantee shall cease to be an employee of the Company or a Company Affiliate (other than in circumstances where the Grantee immediately thereafter remains or becomes an employee of a Company Affiliate) as a result of the Grantee’s Termination change in status from an Employee to a Director or Consultant, then, unless otherwise required by law, the Administrator may, on or prior to the date on which such change in status occurs, permit the Grantee to continue to time-vest in any then unvested Stock Units or shares of Relationship with Stock issued pursuant to this Award based on the Grantee’s continued service as a Director or Consultant, in which case, unless otherwise provided by the Administrator, the Grantee ceasing to serve as a Director or Consultant will be treated in the same manner as Grantee ceasing to be an Employee of the Company or any a Company Affiliate for purposes of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment this Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject The RSUs shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the Grantee’s continued employment or other service relationship with nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and shall therefore, subject to the payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on such Vesting Date (the “RSU Shares”). Alternatively, the Board may, in its sole discretion, elect to pay cash or its Subsidiaries through March 31part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, 2022whose RSUs must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, a number the amount of RSUs such payment shall become non-forfeitable be equal to the fair market value (when a as determined by the Board) of the RSU becomes non-forfeitable, a “Vested RSU”) Shares as of the Determination Vesting Date according less an amount equal to any federal, state, local and other taxes of any kind required to be withheld with respect to the provisions set forth on Annex I attached heretovesting of the RSUs. The RSU Shares or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Termination of Relationship occurs after March 31Reorganization Event (as defined in the Plan) and the RSUs are not assumed, 2022or substantially equivalent RSUs substituted, but by the Acquiring Corporation, these RSUs shall automatically become vested in full immediately prior to such Change in Control Event; and (ii) If either the Determination DateChange in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, the then in either case these RSUs shall remain eligible continue to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs vest in accordance with the preceding sentenceVesting Schedule; provided, the however, that these RSUs shall terminate and immediately become null and void as of the Determination Date. (c) If a Change vested in Control occurs full if, on or prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as first anniversary of the date of the Granteeconsummation of the Change in Control Event, the Participant’s Termination of Relationship employment or other relationship as an Eligible Participant with the Company or any of its Subsidiaries the Acquiring Corporation is terminated for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held Good Reason by the Grantee (whether vested Participant or unvested) shall immediately be forfeitedis terminated without Cause by the Company or the Acquiring Corporation.

Vesting. (a) Subject to the GranteeOptionee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31each applicable vesting date (except as otherwise provided in this Section 4), 2022, a number of RSUs the Option shall become non-forfeitable (when a RSU the Option becomes non-forfeitable, a “Vested RSUOption”) and shall become exercisable according to the following provisions: (a) Twenty percent (20%) of the Tranche A Option shall become a Vested Option and shall become exercisable on each of the first five (5) anniversaries of the Grant Date; provided, however, that: (i) the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable on the third (3rd) monthly anniversary of a Change in Control; provided, further, that if a Termination of Relationship occurs within three (3) 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 (as defined in the Optionee’s Employment Agreement), (b) the Optionee’s death, serious illness or Disability or (c) any resignation by the Optionee for Good Reason (as defined below), the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable as of the Determination Date according date of such Termination of Relationship and shall remain outstanding pursuant to the provisions set forth 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, (B) the Optionee’s death, serious illness or Disability or (C) any resignation by the Optionee for Good Reason, (1) the installment of the Tranche A Option scheduled to vest on Annex I attached heretothe 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 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 date of the Termination of Relationship or, if no such anniversary date has yet occurred, the 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 of the Change in Control. (b) 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 after March 31, 2022, but (x) prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following 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, (B) the Optionee’s death, serious illness or Disability or (C) any resignation by the Optionee for Good Reason, 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, (y) the Optionee’s death, serious illness or Disability or (z) any resignation by the Optionee for Good Reason, 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 RSUs 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) (other than after giving effect to this Section 4(c)(i)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested CIC RSUsOption in accordance with the foregoing provisions of this Section 4(c)(i) shall immediately be forfeitedremain 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) Except Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 34, the RSUs Option shall cease vesting as of the date of the GranteeOptionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs Option that are is not a Vested RSUs Option as of such time shall become a Vested RSUs Option thereafter (i.e., the portion of the RSUs Option that are is not a Vested RSUs Option shall be forfeited immediately); provided, that, in the event that the Grantee Optionee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement)Cause, all RSUs Options then held by the Grantee Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject Except as otherwise provided herein, and provided that Grantee remains in Continuous Service through the Vesting Date: 3.1 The TSR Peer Group PSUs will vest, in whole or in part, on the Vesting Date, in accordance with the schedule set forth on Exhibit I; and 3.2 The ▇▇▇▇▇▇▇ 3000 Index PSUs will vest, in whole or in part, on the Vesting Date, in accordance with the schedule set forth on Exhibit II. 3.3 With effect as of the Vesting Date, any PSUs that vest as set forth above, except for a fraction of a PSU, become “Vested Units,” and all other PSUs, including a fraction of a PSU that would otherwise vest as set forth above, shall be automatically forfeited, and neither the Company nor any Affiliate shall have any further obligations to the Grantee with respect to such forfeited PSUs. 3.4 The foregoing vesting schedules notwithstanding, if the Grantee’s continued Continuous Service terminates for any reason, except as otherwise provided in Section 11 of the Plan or any successor provision or in any employment or other service relationship with agreement between Grantee and the Company or its Subsidiaries through March 31affiliate (“Employment Agreement”), 2022at any time before the Vesting Date, a number the Grantee’s unvested PSUs shall be automatically forfeited upon such termination of RSUs Continuous Service, and neither the Company nor any Affiliate shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according have any further obligations to the provisions set forth on Annex I attached heretoGrantee under this Agreement. (b) If a Termination of Relationship occurs after March 31, 2022, but 3.5 Immediately prior to the Determination Dateconsummation of a Corporate Transaction described in Section 2(q)(i), (ii) or (iii) of the Plan, the RSUs PSUs shall remain eligible to automatically vest in their entirety at the target amount and shall as of such moment become Vested RSUs in accordance with Annex I as of the Determination Date. To Units; except to the extent this Agreement is Assumed, in which case this Agreement shall continue to apply to the RSUs do not become Vested RSUs PSUs or any similar rights issued in accordance lieu thereof in connection with the preceding sentence, the RSUs such assumption. Appropriate adjustments shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior be made to March 31, 2022, the Committee shall determine the number of Vested RSUs based on PSUs to reflect the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as effect of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedCorporate Transaction.

Vesting. (a) Subject a. The RSUs that are granted hereby shall be subject to the Grantee’s continued employment or other service relationship with Forfeiture Restrictions during the Company or its Subsidiaries through March 31, 2022, a number Period of RSUs Restriction. The Forfeiture Restrictions shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) lapse as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs that are awarded hereby in accordance with the preceding sentencefollowing schedule, provided that the Employee’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: b. Upon the lapse of the Forfeiture Restrictions with respect to the RSUs granted hereby the Company shall cause to be delivered to the Employee a stock certificate representing the Shares, and such Shares shall be transferable by the Employee (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable securities law). c. If the Employee ceases to be employed by the Company or an Affiliate for any reason before the applicable lapse date including due to the death or Disability of the Employee, the Forfeiture Restrictions then applicable to the RSUs shall terminate not lapse and become null and void as of all the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), then subject to the Grantee’s continued employment Forfeiture Restrictions shall be forfeited to the Company on the date the Employee ceases to be employed by the Company or an Affiliate. If the Employee breaches, before the applicable lapse date, any non-competition, confidentiality, restrictive covenant or other service relationship similar agreement with the Company or its Subsidiaries through to which the consummation of such Change in Control. Following Employee is subject, the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, Forfeiture Restrictions then applicable to the RSUs shall cease vesting not lapse and all the RSUs then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Employee breaches such agreement or covenant. d. Notwithstanding the foregoing provisions of this Section 4, if a Corporate Change (as defined by the Plan) occurs and the Employee’s employment is terminated by the Company or an Affiliate without Cause or by the Employee for Good Reason, and the Employee’s date of termination occurs (or in the case of the date Employee’s termination of employment for Good Reason, the event giving rise to Good Reason occurs) within twelve (12) months following the Corporate Change, all unvested RSUs shall automatically become 100% vested on the Grantee’s Termination date of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. (a) Subject Except as may otherwise be provided herein, (i) one-third of the RSUs (rounded down to the Grantee’s continued employment or other service relationship with nearest whole Share) shall become vested on the Company or its Subsidiaries through March 31first anniversary of the Grant Date, 2022, a number (ii) one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as vested on the third anniversary of the Determination Date according Grant Date, in the case of each of clauses (i), (ii) and (iii), subject to Participant not having incurred a Termination of Employment prior to the provisions set forth on Annex I attached heretoapplicable vesting date. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, thatimmediately following sentence, in the event that the Grantee experiences Participant incurs a Termination of Relationship Employment, unvested RSUs shall be forfeited by Participant without consideration therefor. Notwithstanding the foregoing, in the event that Participant incurs a Termination of Employment (i) as a result of termination by the Company or its Affiliate without “Cause” (as defined in Participant’s employment agreement with the Company dated as of March 6, 2012 without regard to the earlier expiration of such agreement (the “Employment Agreement”)) or for Cause “Good Reason” (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately vest in full and be forfeitedsettled in accordance with Section 3 of this Agreement, or (ii) due to Participant’s death or “Disability” (as defined in the Employment Agreement), RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the next vesting date shall vest pro-rata, with the number of RSUs vesting to be determined by multiplying the number of RSUs that would have vested on the next vesting date by a fraction, the numerator of which is the number of days between the prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the date of Participant’s Termination of Employment, and the denominator of which is 365.

Vesting. The PRSUs will be subject to performance-based vesting conditions (athe “Performance Conditions”) Subject which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2026 or such earlier date as may be provided in Section 8 (the “Vesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Performance Conditions as set forth on Exhibit A and subject to the GranteeEmployee’s continued employment with or other service relationship with provision of services to the Company or its Subsidiaries a subsidiary or affiliate through March 31the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, 2022, a number the change of RSUs shall become the Employee’s status from employee to non-forfeitable (when employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a RSU becomes non-forfeitablesubsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a “Vested RSU”) portion of the PRSUs have not vested as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Vesting Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as unvested PRSUs will be forfeited. Upon the occurrence of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If an event constituting a Change in Control occurs prior Control, notwithstanding anything to March 31, 2022the contrary in Section 8 of the Plan, the Committee shall determine the number of Vested RSUs based PRSUs outstanding on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation date of such Change in Control. Following , and any dividend equivalents with respect thereto, shall be assumed by the occurrence successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a Change in Control, any RSUs subsidiary or an affiliate through the Vesting Date (other than and the Vested CIC RSUs) Performance Conditions shall immediately each be forfeited. (d) Except deemed to have been achieved at the “Target” level as otherwise provided in this Section 3, the RSUs shall cease vesting set forth on Exhibit A as of the date of the Grantee’s Termination of Relationship Change in Control), and in such instance such PRSUs shall be paid in cash in accordance with the Company or any of its Subsidiaries for any reason and no portion terms of the RSUs Plan at the earliest time set forth in the Plan that are will not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion trigger a tax or penalty under Section 409A of the RSUs Code, as determined by the Committee; provided that are not Vested RSUs the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be forfeited immediately); provided, that, paid to the extent provided in Section 8 in the event that of the Grantee experiences a Termination Employee’s termination of Relationship for Cause (as defined employment or services following such Change in Control and prior to the Grantee’s Employment Agreement)Vesting Date. Upon payment pursuant to the terms of the Plan, all RSUs then held by the Grantee (whether vested or unvested) such awards shall immediately be forfeitedcancelled.

Vesting. (a) Subject to the Grantee’s continued employment terms and conditions of this Award Agreement, and provided that the Participant remains a Service Provider through each vesting date, the Restricted Stock shall become “Vested Shares” for purposes of this Award Agreement in three (3) equal, annual installments, commencing on the Initial Vesting Date. Until the shares of Restricted Stock vest and become Vested Shares, which unvested shares shall be called Unvested Shares (as defined below), neither the Unvested Shares, nor any right with respect to the Unvested Shares of Restricted Stock under this Agreement, may be sold, assigned, transferred, pledged, hypothecated (by operation of law or otherwise) or otherwise conveyed or encumbered and shall not be subject to execution, attachment or similar process. Any attempted sale, assignment, transfer, pledge, hypothecation or other service relationship with the Company conveyance or its Subsidiaries through March 31, 2022, a number of RSUs encumbrance shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate be void and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with unenforceable against the Company or any of its Subsidiaries for any reason and no portion affiliate of the RSUs that are not Company. Upon becoming Vested RSUs as of Shares, such time restrictions shall become Vested RSUs thereafter (i.e., lapse. A legend or legends may be affixed to share certificates representing the portion of Restricted Stock evidencing these restrictions. Notwithstanding the RSUs that are not Vested RSUs shall be forfeited immediately); provided, thatforegoing, in the event that Participant’s employment is terminated by the Grantee experiences Company without Cause or if Participant resigns for Good Reason, and such termination is not in Connection with a Termination Change of Relationship for Cause Control, then Participant will receive twelve (12) months accelerated vesting with respect to Participant’s then outstanding unvested portion of the Award, at which time such additionally vested shares shall become Vested Shares, provided that Participant signs the separation agreement and release of claims as defined set forth in Section 8(d) of the Employment Agreement and otherwise complies with such section. Notwithstanding the foregoing, in the Granteeevent that Participant’s Employment Agreement), all RSUs then held employment is terminated by the Grantee Company without Cause or if Participant resigns for Good Reason, and such termination is in Connection with a Change of Control, then Participant will become fully vested in Participant’s then outstanding unvested portion of the Award, at which time such additionally vested shares shall become Vested Shares, provided that Participant signs the separation agreement and release of claims as set forth in Section 8(d) of the Employment Agreement and otherwise complies with such section. Notwithstanding the foregoing, in the event that Participant resigns for Good Reason due to (whether x) the failure of the Company to appoint Participant as Chief Executive Officer by April 30, 2011 or in the event of the appointment of another as Chief Executive Officer after April 29, 2010, the vesting of Participant’s then outstanding unvested portion of the Award will be accelerated in full, at which time such additionally vested shares shall become Vested Shares, or unvested(y) the appointment of another as Chief Executive Officer prior to April 30, 2010, the vesting of half of the outstanding unvested portion of the Award will be accelerated in full, at which time such additionally vested shares shall immediately be forfeitedbecome Vested Shares, provided in each case that Participant signs the separation agreement and release of claims as set forth in Section 8(d) of the Employment Agreement and otherwise complies with such section.

Vesting. (a) Subject With respect to the Grantee’s continued employment or Awards other service relationship with the Company or its Subsidiaries through March 31than any Performance Awards and any Other Equity-Based Awards, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following upon the occurrence of a Change in Control, in each case as of immediately prior to but contingent on the occurrence of such Change in Control, (i) all outstanding Options and SARs shall be deemed to have vested, and all restrictions and conditions applicable to such Options and SARs shall be deemed to have lapsed; (ii) all outstanding Restricted Shares and Share Units shall be deemed to have vested, and all restrictions and conditions applicable to such Restricted Shares and Share Units shall be deemed to have lapsed, and any RSUs Shares subject thereto shall be delivered unless the Committee determines to cash out such Award as described in Section 18.3.2 and any cash payment required thereunder shall be made; (other iii) all outstanding Dividend Equivalent Rights shall be deemed to have vested, and all restrictions and conditions applicable to such Dividend Equivalent Rights shall be deemed to have lapsed, and any Shares subject thereto shall be delivered unless the Committee determines to cash out such Award as described in Section 18.3.2 and any cash payment required thereunder shall be made; and (iv) all outstanding LTIP Units shall be deemed to have vested, and all restrictions and conditions applicable to such LTIP Units shall be deemed to have lapsed; (b) With respect to any Performance Award, upon the occurrence of a Change in Control, (i) if less than half of the Vested CIC RSUsPerformance Period has lapsed, such Awards shall be earned, as of immediately prior to but contingent on the occurrence of such Change in Control, based on deemed achievement of target performance, and (ii) if at least half of the Performance Period has lapsed, such Awards shall be earned, immediately be forfeitedprior to but contingent on the occurrence of such Change in Control, based on the greater of (A) deemed achievement of target performance or (B) determination of actual performance as of a date reasonably proximal to the date of consummation of such Change in Control as determined by the Committee in its sole discretion. (dc) Except as otherwise provided With respect to any Other Equity-Based Award, upon the occurrence of a Change in this Section 3Control, Other-Equity Based Awards shall be governed by the RSUs shall cease vesting as terms of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment applicable Award Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to the GranteeOptionee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31each applicable vesting date (except as otherwise provided in this Section 4), 2022, a number of RSUs the Option shall become non-forfeitable (when a RSU the Option becomes non-forfeitable, a “Vested RSUOption”) and shall become exercisable according to the following provisions: (a) Twenty percent (20%) of the Tranche A Option shall become a Vested Option and shall become exercisable on each of the first five (5) anniversaries of the 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 if a Termination of Relationship occurs within six (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 Determination Date according date of such Termination of Relationship and shall remain outstanding pursuant to the provisions set forth 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 Annex I attached heretothe 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 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 date of the Termination of Relationship or, if no such anniversary date has yet occurred, the 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 of the Change in Control. (b) 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 after March 31, 2022, but (x) prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following 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 RSUs 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) (other than after giving effect to this Section 4(c)(i)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested CIC RSUsOption in accordance with the foregoing provisions of this Section 4(c)(i) shall immediately be forfeitedremain 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) Except Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 34, the RSUs Option shall cease vesting as of the date of the GranteeOptionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs Option that are is not a Vested RSUs Option as of such time shall become a Vested RSUs Option thereafter (i.e., the portion of the RSUs Option that are is not a Vested RSUs Option shall be forfeited immediately); provided, that, in the event that the Grantee Optionee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement)Cause, all RSUs Options then held by the Grantee Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to the GranteeParticipant’s continued employment or other service relationship with not having a Termination of Relationship and except as otherwise set forth in Section 7 hereof, the Company or its Subsidiaries through March 31, 2022, a number of RSUs Options shall become non- forfeitable and exercisable (any Options that shall have become non-forfeitable (when a RSU becomes non-forfeitableand exercisable pursuant to this Section 4, a the “Vested RSUOptions”) as of the Determination Date according to the provisions follows: (a) in such percentages as on such dates as set forth on Annex I attached hereto.the Certificate of Grant of this Award under “Vesting Schedule”; or (b) If in the event of Participant’s Disability (a “Special Termination”), the installment of Options scheduled to vest on the next Vesting Date immediately following such Special Termination shall immediately become Vested Options, and the remaining Options which are not then Vested Options shall be forfeited; (c) upon Participant’s death, any previously unvested Options shall immediately become Vested Options; (d) upon a Termination of Relationship occurs after March 31as a result of the Participant’s Retirement with Notice, 2022, but prior to the Determination Date, the RSUs any previously unvested Options shall remain eligible to outstanding and become Vested RSUs in accordance with Annex I as Options on the normal scheduled future Vesting Date(s) occurring during the remainder of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as full term of the Determination Date.Options, as if no Termination of Relationship had occurred; (ce) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number event of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following i) the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited.of Control and (dii) Except as otherwise provided in this Section 3thereafter, the RSUs shall cease vesting as of the date of the Grantee’s a Termination of Relationship with of the Participant by the Company or any of its Subsidiaries Affiliates (or successors in interest) without Cause or by the Participant for any reason and no portion Good Reason that occurs prior to the second anniversary of the RSUs that are Change of Control, then each outstanding Option which has not theretofore become a Vested RSUs as Option pursuant to Section 4(a) shall become a Vested Option on the date of such time shall become Vested RSUs thereafter Termination of Relationship; or (i.e.f) except as otherwise provided above with respect to a Special Termination, the portion death, or Retirement with Notice or a Termination of the RSUs that are not Vested RSUs shall be forfeited immediately); providedRelationship as provided in Section 4(e) above, that, in the event that the Grantee experiences upon a Termination of Relationship for Cause any other reason, the unvested portion of the Option (as defined in the Grantee’s Employment Agreement)i.e. , all RSUs then held by the Grantee (whether vested or unvestedthat portion which does not constitute Vested Options) shall immediately terminate and cease to be forfeitedoutstanding on the date the Termination of Relationship occurs and shall no longer be eligible to become Vested Options.

Vesting. 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 this Agreement and the Plan. B. The Award will become eligible to vest upon achievement of each of three annual performance goals (the “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, such Granted PSUs connected to such unachieved Annual Performance Goals shall not become eligible to vest and shall be immediately forfeited. 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 will vest on 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 (the “Vesting Date”). C. Except as otherwise provided in the Plan, 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 immediately prior to the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the later of (a) Subject the date of death or Disability of the Participant or (b) the determination of the Eligible PSUs based on the achievement of the Annual 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 GranteeParticipant’s continued 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 achievement of the Annual 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 or other 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 relationship with the Company or its Subsidiaries through March 31Affiliates, 2022but not including pursuant to any termination For Cause or any termination for insufficient performance, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitableas determined by the Company. D. Notwithstanding anything herein to the contrary, a “Vested RSU”) as any portion of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If Award held by a Termination of Relationship occurs after March 31, 2022, but Participant or a Participant’s permitted transferee immediately prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as cessation of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs Participant’s employment For Cause shall terminate and become null and void as at the commencement of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based business on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. ​ (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32(b) below, the RSUs Restricted Stock Units shall cease vesting become vested and nonforfeitable on the first anniversary of the Grant Date (the “Vesting Date”), so long as the Grantee continues to serve as a member of the Board through the Vesting Date and the Restricted Stock Units have not been previously forfeited. (b) Notwithstanding Section 2(a) above, but subject to Section 2(e) of this Agreement, to the extent the Restricted Stock Units have not been previously terminated, been forfeited or become vested and nonforfeitable (i) if the Grantee ceases to serve as a member of the Board due to the Grantee’s death, Disability (as defined below) or voluntary departure from the Board other than a voluntary departure as contemplated under Section 2(e) of this Agreement, then 100% of the Restricted Stock Units that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained a member of the Board through such date will become vested and nonforfeitable upon such death, Disability or voluntary departure from the Board; and (ii) 100% of the unvested Restricted Stock Units shall become immediately vested and nonforfeitable immediately prior to a Change in Control so long as the Grantee serves as a member of the Board up to the date of the Grantee’s Termination Change in Control. (c) For the purposes of Relationship with this Agreement, Disability shall have the Company or any of its Subsidiaries for any reason and no portion meaning as provided under Section 409A(a)(2)(C)(i) of the RSUs that are not Vested RSUs as Code. (d) For purposes of such time shall become Vested RSUs thereafter (i.e.this Agreement, the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, a Change in the event that the Grantee experiences a Termination of Relationship for Cause Control (as defined in the Plan) will be deemed to have occurred with respect to the Grantee only if an event relating to the Change in Control constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. Section 1.409A-3(i)(5). ​ (e) Notwithstanding any other provision of this Agreement, if at the Company’s annual meeting of shareholders to be held on [insert date of applicable annual meeting] the Grantee does not receive at least a majority of votes cast in favor of the Grantee’s Employment Agreementre-election to the Company’s Board (a “Re-Election Failure”), all RSUs then held the Restricted Stock Units shall be forfeited immediately upon the acceptance by the Grantee (whether vested or unvested) Board of the Grantee’s resignation from the Board as a result of such Re-Election Failure; provided, however, that no such forfeiture shall immediately be forfeited.occur as a result of a Re-Election Failure if the Board determines to reject the Grantee’s resignation from the Board as a result of the Re-Election Failure. ​

Vesting. If the Employee has remained continuously employed by the Company through the vesting dates specified on the cover page hereof, Unvested Shares shall become Vested Shares (aor shall “vest”) Subject on such dates in an amount equal to the Granteenumber of shares set opposite the applicable date on the cover page hereof. Option Shares that have been issued and which are “Unvested Shares” shall be subject to the Company’s continued employment Repurchase Option described in Section 6 unless and until they become “Vested Shares.” Any vesting of shares under this option shall first be deemed to apply to shares issued upon exercise of this option (in the order of such exercise) and then to unissued shares subject to this option; and any exercise of this option shall be deemed to apply first to any then unissued Vested Shares. The Employee agrees not to sell, assign, transfer, pledge, hypothecate, gift, mortgage or other service relationship with otherwise encumber or dispose of (except to the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according any successor to the provisions set forth on Annex I attached hereto. (bCompany) If a Termination all or any Unvested Shares or any interest therein, and any Unvested Shares purchased upon exercise of Relationship occurs after March 31, 2022, but prior to this option shall be held in escrow by the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs Company in accordance with the preceding sentence, the RSUs shall terminate terms of Section 17 below unless and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall until they become Vested RSUs thereafter (i.e.Shares. The term “Option Shares” used without reference to either Unvested Shares or Vested Shares shall mean both Unvested Shares and Vested Shares, the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, thatwithout distinction. In addition, in the event that the Grantee experiences a Termination Company’s Repurchase Option is triggered pursuant to Section 6 below, and the Company elects not to exercise its option for the repurchase of Relationship for Cause (as defined in any or all of the Grantee’s Employment Agreement)Unvested Shares, then upon the expiration of the Repurchase Option Period, any and all RSUs then held Option Shares not repurchased by the Grantee Company shall become Vested Shares. The Board may, in its discretion, accelerate any of the foregoing vesting dates. The foregoing rights are cumulative and (whether vested subject to Sections 4 or unvested5 hereof if the Employee ceases to be employed by the Company) shall immediately may be forfeitedexercised only before the date which is ten years from the date of this option grant.

Vesting. (a) Subject Unless the Plan Administrator otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 10.1(b) of the Plan, the Grantee will become vested as to that number of each type of Restricted Stock Units (if any) that is equal to the Grantee’s continued employment fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Restricted Stock Units that are subject to this Agreement, rounded down to the nearest whole number of such type of Restricted Stock Units on each of the Vesting Dates indicated on Schedule I hereto, and upon the satisfaction of any other service relationship applicable restrictions, terms and conditions of the Plan and this Agreement, any RSU Dividend Equivalents with respect to the Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Stock Unit”), one additional Restricted Stock Unit of such type of Restricted Stock Unit will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Stock Units of such type (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole Restricted Stock Unit of such type of Restricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Stock Unit. (b) Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Stock Units or related Unpaid RSU Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by the Company or its Subsidiaries (or, if the Grantee is a Nonemployee Director, continuously serving in such capacity) from the Grant Date through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I such date (the “Vested CIC RSUs”), subject to the Grantee’s continued employment vesting or other service relationship with the Company or its Subsidiaries through the consummation forfeiture of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately Restricted Stock Units and related Unpaid RSU Dividend Equivalents to be forfeitedgoverned instead by Section 6 hereof). (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. If there has not been a Termination of Service during the ------- Restriction Period, then upon the expiration of the Restriction Period, the Executive shall become 100% vested in the shares of Restricted Stock awarded hereunder, and shall own those shares free of all restrictions otherwise imposed by this Agreement. In addition, the Executive shall also become fully vested in all of the shares of Restricted Stock awarded hereunder prior to the end of the Restriction Period, and become owner of such shares free of all restrictions otherwise imposed by this Agreement, as follows: (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs The Executive shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) fully vested in all of the shares of Restricted Stock awarded hereunder as of the Determination Date according date of the Executive's Termination of Service, if such Termination of Service occurs on or after that date which is 90 days prior to the provisions set forth date of the Change in Control by reason of the Executive's death, Total Disability or retirement in accordance with Company policies concerning executive retirement as in effect on Annex I attached hereto.September 1, 2000; or (b) If a The Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder as of the date of the Termination of Relationship occurs Service, if the Executive is Terminated Without Cause or the Executive Resigns for Good Reason at any time on or after March 31, 2022, but that date which is 90 days prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs Change in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.Control; or (c) If a Change The Executive shall become fully vested in Control occurs prior to March 31, 2022, all of the Committee shall determine the number shares of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following Restricted Stock awarded hereunder upon the occurrence of a Change in ControlControl and the obligations of IMCO under this Agreement with respect to the Award are not fully assumed or replaced by equivalent substitute award(s), any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited.as more fully described in paragraph 7 below; or (d) Except as otherwise provided If in connection with a Change of Control the obligations of IMCO under this Section 3Agreement with respect to the Award are assumed or equivalent substitute award(s) are granted in lieu thereof, but a subsequent Change in Control occurs before the expiration of the Restriction Period, then effective upon such subsequent Change in Control, the RSUs Executive shall cease vesting as become fully vested in all of the date shares of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs Restricted Stock awarded hereunder, as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, more fully described in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.paragraph 7 below. EXHIBIT A

Vesting. The RSUs ultimately earned by the Employee will vest on the first trading day in April of the third year after the grant date (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance 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) Subject to the GranteeEmployee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto.death; (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.Employee's Disability; (c) If a Change in Control occurs prior to March 31, 2022, under which the Committee shall determine successor corporation does not assume the number Awards that remain outstanding under the Plan as of Vested RSUs based on the special rules set forth on Annex I (effective date of the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). Following the occurrence of For purposes herein, upon a Change in Control, any RSUs 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 (other than i) assumed or continued by the Vested CIC RSUssuccessor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall immediately be forfeited.subject to the Compensation Committee’s approval; (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as an involuntary Termination of Employment of the date Employee's employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Grantee’s Company occurs; or (e) a voluntary Termination of Relationship Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company 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 employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or any after attaining age 62 and 10 Years of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedService.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship limitations of this Agreement, the RSUs shall vest according to the following schedule, with respect to the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable shown in the schedule on the vesting date (when a RSU becomes non-forfeitable, a the “Vested RSUVesting Date”) as applicable to such number of the Determination Date according to the provisions set forth on Annex I attached hereto.RSUs (each an “Installment”): [___]% [INSERT DATE] [___]% [INSERT DATE] [___]% [INSERT DATE] (b) If a An Installment shall not vest on the otherwise applicable Vesting Date if the Participant’s Date of Termination occurs on or before such Vesting Date. Notwithstanding the foregoing provisions of Relationship occurs after March 31, 2022, but prior this Section 3 and Article VII of the Plan to the Determination Datecontrary, the RSUs shall remain eligible vest (to the extent not vested previously) as follows: (i) If prior to a Change in Control the Participant’s Date of Termination occurs by reason of the Participant’s death, Disability, or Retirement, or termination by the Company without Good Cause, a pro rata number of RSUs will vest on the Date of Termination, subject to Section 3(b)(iv), calculated by (i) multiplying the number of RSUs scheduled to vest in the next Installment by a fraction, the (x) numerator of which is the number of days in the period starting on the most recent Vesting Date (or the Grant Date, if a Vesting Date has not yet occurred) and ending on the Date of Termination, and the (y) denominator of which is the number of days in the period starting on the most recent Vesting Date (or the Grant Date, if a Vesting Date has not yet occurred) and ending on the next Vesting Date. (ii) Upon consummation of a Change in Control if no provision is made for the continuance, assumption or substitution of the RSUs by the Company or a successor employer or either of their parents or subsidiaries in connection with the Change in Control, all of the RSUs shall vest in full as of the Change in Control provided the Participant’s Date of Termination does not occur prior to the Change in Control. (iii) If provision is made for the continuance, assumption or substitution of the RSUs by the Company or a successor employer or either of their parents or subsidiaries in connection with the Change in Control and: a. on or following a Change in Control, Participant’s Date of Termination occurs by reason of the Participant’s death or Disability, then the RSUs shall become Vested fully vested upon such Date of Termination, b. on or following a Change in Control, Participant meets the criteria for “Retirement” (notwithstanding that the Participant continues to be employed by the Company or a Subsidiary), then the RSUs shall become fully vested upon meeting such criteria, or c. on or within two (2) years following a Change in Control the Participant’s Date of Termination occurs by reason of termination by the Company without Good Cause or by the Participant for Good Reason, then the RSUs shall become fully vested upon such Date of Termination, subject to Section 3(b)(iv). (iv) No RSUs shall vest pursuant to Section 3(b)(i) or 3(b)(iii) upon a termination of the Participant’s employment without Good Cause or pursuant to Section 3(b)(iii) upon the Participant’s resignation for Good Reason, unless the Participant has executed a release of claims against the Company and its affiliates in the form prescribed by the Company within the twenty-one (21) day period following the Date of Termination, and such release becomes irrevocable in accordance with Annex I as its terms no later than the twenty-eighth (28th) day following the Date of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination DateTermination. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as fully vested upon the Participant’s Date of such time Termination other than to the extent specified in Section 3(b) shall not become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs vested and shall be forfeited immediately); provided, that, in without any payment therefor as of the event that the Grantee experiences a Termination Participant’s Date of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedTermination.

Vesting. (a) Subject to earlier vesting in accordance with Sections 4 or 5 below, the GranteeShares will become vested on the later of the third anniversary of the grant date or the date on which the Committee certifies the attainment of the Performance Goals (the “Vesting Date”) in accordance with the provisions of Section 3 below and subject to the provisions of subsections (b) and (c) below. Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as otherwise provided herein, shall be immediately forfeited upon Participant’s continued termination of employment or other service relationship with the Company or and its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as Subsidiaries. Subject to the terms of the Determination Date according Plan, the Committee reserves the right in its sole discretion to waive or reduce the provisions set forth on Annex I attached heretovesting requirements. (b) If a Termination In no event shall the number of Relationship occurs after March 31, 2022Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as set forth in the Plan. The payout of vested Shares may be reduced, but prior to not increased, based on the Determination Datedegree of attainment of such performance criteria as determined by the Committee, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Dateits sole discretion. To the extent unvested Shares are not paid to Participant pursuant to the RSUs do not become Vested RSUs in accordance with the immediately preceding sentence, the RSUs then such unvested Shares shall terminate and become null and void as of the Determination Datebe immediately forfeited. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the The maximum number of Vested RSUs based Shares that may vest and be paid out on the special rules set forth Vesting Date pursuant to Section 3 of this Agreement shall be limited to a fair market value on Annex I the Vesting Date not to exceed: (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs i) for each Participant (other than the Vested CIC RSUsChief Executive Officer of the Company), one-half of one percent (0.5%) shall immediately be forfeitedof the sum of the Company’s total operating income for the Performance Period (calendar years 2016, 2017 and 2018), as determined by the Committee in accordance with the Plan. (dii) Except as otherwise provided in this Section 3if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the RSUs limit specified in subsection (i) above shall cease vesting as be one and one-half percent (1.5%) of the date Company’s total operating income for the Performance Period (calendar years 2016, 2017 and 2018), as determined by the Committee in accordance with the Plan. (iii) “Operating income” for purposes of clauses (i) and (ii) above shall be calculated excluding the effect of changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, all as determined by U.S. generally accepted accounting principles (“GAAP”); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, as most accurately determined either at the time of the Grantee’s Termination of Relationship with acquisition (through projections made at that time and accepted by the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment AgreementCommittee), or at year end; and foreign exchange gains or losses, all RSUs then held as determined by the Grantee (whether vested or unvested) shall immediately be forfeitedCommittee in its discretion.

Vesting. (aExcept as provided in Sections 2(b) Subject and 2(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2029 (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 continued employment or other service relationship with TSR, as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2026 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2028 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31, 2022, but prior Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12 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 vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject a. Except as otherwise expressly provided in Sections 4.b-c hereof, subject to the GranteeParticipant’s continued employment or other service relationship with through the Company or its Subsidiaries through March 31applicable vesting date, 2022100% of those RSUs that are earned based on the achievement of certain cost-savings, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitablediversity, a “Vested RSU”) and ESG performance goals as of the Determination Date according to the provisions set forth on Annex I attached heretoB hereto (the “Earned RSUs”) shall vest on the eighteen (18)-month anniversary of the date of grant. b. Notwithstanding anything to the contrary contained in Section 4.a hereof, upon a Participant’s Qualifying Termination or termination of employment due to death or Disability (bi) If that occurs during a Termination performance period that is ongoing, 100% of Relationship the RSUs with respect to such performance period (i.e., the Cost-Savings RSUs, the Diversity RSUs and/or the ESG RSUs (as defined on Annex B), as applicable) shall vest, or (ii) that occurs after March 31a performance period has ended, 2022, but prior 100% of the Earned RSUs with respect to such performance period shall vest. c. Notwithstanding anything to the Determination Datecontrary contained in Section 4.a hereof, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If upon a Change in Control of the Company, (i) if such Change in Control occurs during a performance period, 100% of the RSUs with respect to such performance period (i.e., the Cost-Savings RSUs, the Diversity RSUs and/or the ESG RSUs, as applicable) shall vest immediately prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any or (ii) if such Change in Control occurs after a performance period has ended, 100% of the Earned RSUs (other than with respect to such performance period shall vest immediately prior to the Vested CIC RSUs) shall immediately be forfeitedconsummation of the Change in Control. (d) Except as otherwise provided in this d. Subject to Section 34.b hereof, the RSUs vesting shall cease vesting as immediately upon termination of the date of the GranteeParticipant’s Termination of Relationship with the Company employment or any of its Subsidiaries service for any reason reason, and no any portion of the RSUs that are has not Vested RSUs as vested on or prior to the date of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs termination shall be forfeited immediately); providedon such date. Once vesting has occurred, thatthe vested portion will be settled at the time specified in Section 6 hereof. e. For purposes of this Agreement, “Disability” shall has such meaning as is contained in the event that Plan and, notwithstanding anything to the Grantee experiences a Termination of Relationship for Cause (as defined contrary contained in the Grantee’s Employment Agreement)Plan, all RSUs then held also shall include a “disability” as determined by the Grantee (whether vested or unvested) shall immediately be forfeitedCommittee in its reasonable discretion.

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 (that is, the Restricted Period with respect thereto shall terminate) pursuant to the Vesting Schedule; provided, however, that the unvested RSUs shall vest in full during the Vesting Period on the date, (a) Subject immediately preceding the effective date of the Recipient’s Retirement as determined by the Committee in relation to the Grantee’s continued employment RSUs: either (A) after reaching age 70 or other service relationship with (B) after reaching age 55 and having been employed or engaged by the Company or its Subsidiaries through March 31any Subsidiary for 15 years (provided that, 2022if the Recipient retires after reaching age 56, a number of RSUs shall become nonfor 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-forfeitable section (when a RSU becomes non-forfeitableB)5), a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to immediately preceding the Determination Date, Recipient’s death or the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as effective date of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentenceRecipient’s Disability, the RSUs shall terminate and become null and void as of the Determination Date. or (c) If a Change in Control occurs prior to March 31, 2022, immediately preceding the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the effective date of the Granteetermination of the Recipient’s Termination of Relationship employment or engagement with the Company or any of its Subsidiaries 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 and no portion of reason, or (II) if the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e.Recipient retires, dies or becomes Disabled, the portion of the RSUs that are not Vested RSUs shall be forfeited immediately)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 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 business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. 7 A “Good Reason” means the occurrence of any of the following events: (i) a material adverse change in the functions, duties or responsibilities of the Recipient’s position (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the event that person, position and/or department to whom the Grantee experiences Recipient is required to report shall not by itself constitute a Termination of Relationship for Cause (as defined material adverse change in the GranteeRecipient’s Employment Agreementposition), all RSUs then held by (ii) the Grantee relocation of the Company or Subsidiary office at which the Recipient is principally located immediately prior to a Sale Event (whether vested the “Original Office”) to a new location outside of the metropolitan area of the Original Office or unvestedthe 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 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 immediately be forfeited.have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. 3 | P a g e 01435\040\8330543.v3

Vesting. (aExcept as provided in Sections 3(b) Subject and 3(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2024 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2021 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2023 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, 2022, but prior 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 the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12(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 vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (aExcept as provided in Sections 2(b) Subject and 2(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2027 (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 continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2024 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2026 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, 2022, but prior 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 the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12 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 vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to 2.1 Except as otherwise provided herein, provided that the Grantee’s continued employment or other service relationship with Grantee remains employed by the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Dateapplicable vesting date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs Restricted Stock Units will vest in accordance with the preceding sentencefollowing schedule (the period during which restrictions apply, the RSUs “Restricted Period”): Vesting Date Number of Restricted Stock Units That Vest As of the date hereof 20% of the Restricted Stock Units On each one year anniversary of the IPO thereafter (each such year referred to as an “Anniversary Year”) An additional 20% of the Restricted Stock Units iSpecimen Inc. Executive Employment Agreement – J. ▇▇▇▇▇▇ All Restricted Stock Units shall terminate and become null and void be fully vested as of [DATE]1. Once vested, the Determination DateRestricted Stock Units become “Vested Units” and shall be settled as provided in Section 5 herein. 2.2 Notwithstanding Section 2.1, if the Grantee's employment is terminated (ci) If by the Company or an Affiliate without Just Cause, (ii) by the Grantee for Good Reason or (iii) by the Company or Affiliate or Grantee on account of a non-renewal by the Company or an Affiliate of any successive term of Grantee’s employment under Grantee’s Employment Agreement, Grantee shall be entitled to immediate forward vesting of an additional twelve (12) months of Restricted Stock Units from and after such date of termination or non-renewal, (as if the vesting period for Grantee’s Restricted Stock Units had been set up for monthly and not annual vesting) and such additional vested Restricted Stock Units shall become Vested Units. 2.3 Notwithstanding Section 2.1 or 2.2, if a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Plan) occurs and the Grantee's employment is terminated by the Company or an Affiliate without Just Cause or by the Grantee for Good Reason, and the Grantee's date of termination occurs within twelve (12) months following such Change in Control, all unvested Restricted Stock Units shall automatically become 100% vested on the Grantee's date of termination and become Vested Units. 2.4 Notwithstanding Section 2.1, if the Grantee’s employment with the Company or an Affiliate terminates on account of the Grantee’s death or Disability, those Restricted Stock Units scheduled to vest during the Anniversary Year in which Grantee’s employment terminates shall vest proportionately based on the number of days during such Anniversary Year that Grantee was employed divided by three hundred and sixty (360) days and become Vested Units. 2.5 Except as set forth in Sections 2.2, 2.3 and 2.4, if the Grantee's employment with the Company or an Affiliate terminates for any other reason, including as a result of Grantee refusing to remain employed at the Company following any renewal of Grantee’s Employment Agreement), at any time before all RSUs then held by of his or her Restricted Stock Units have vested, the Grantee's unvested Restricted Stock Units shall be automatically forfeited upon such termination of employment and neither the Company nor any Affiliate shall have any further obligations to the Grantee (whether vested or unvested) shall immediately be forfeitedwith respect to such Restricted Stock Units that have been so forfeited under this Agreement.

Vesting. The RSUs will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter). 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) Subject to the GranteeEmployee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto.death; (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.Employee’s Disability; (c) If a Change in Control occurs prior to March 31, 2022, under which the Committee shall determine successor corporation does not assume the number Awards that remain outstanding under the Plan as of Vested RSUs based on the special rules set forth on Annex I (effective date of the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). Following the occurrence of For purposes herein, upon a Change in Control, any RSUs 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 (other than i) assumed or continued by the Vested CIC RSUssuccessor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall immediately be forfeited.subject to the Compensation Committee’s approval; or (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as an involuntary Termination of Employment of the date Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the GranteeCompany occurs. All RSUs will be forfeited upon termination of the Employee’s Termination of Relationship employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or any after attaining age 62 and 10 Years of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedService.

Vesting. (a) Subject 1.3.1. The Subscriber hereby agrees that it shall not sell, transfer or otherwise dispose of, or hypothecate or otherwise grant any interest in or to, any of the Shares, unless, until and to the Granteeextent that a Release Event (as defined below) has occurred with respect to such Shares. The Subscriber further agrees that, upon the end of the period commencing on the date of this Agreement and continuing through the date that is the eighth (8th) anniversary of the closing of the Company’s continued employment or other service relationship with initial business combination, if any of the Shares have not been subject to a Release Event, the Subscriber shall deliver such Shares to the Company or its Subsidiaries through March 31for cancellation. Any certificates representing Shares shall have endorsed thereon, 2022in addition to any other legends required under this Agreement, a number legend describing the transfer restrictions and the risk of RSUs cancellation imposed under this Section 1. Following a Release Event, such legend shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as be removed from the applicable Shares upon the request of the Determination Date according Subscriber. 1.3.2. Until immediately after the closing of the Company’s initial business combination, the Subscriber shall have full rights to vote all of the Shares. As of such time, 50% of the Shares shall have vested pursuant to Section 1.3.4(a) below, and the Subscriber shall no longer have the right to vote any of the remaining Shares, unless, until and solely to the provisions set forth on Annex I attached heretoextent that any such Shares have vested. (b) If a Termination 1.3.3. Dividends and distributions payable on any of Relationship occurs after March 31, 2022, but prior the Shares shall not be paid to the Determination Date, Subscriber but shall instead be held for the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as account of the Determination DateSubscriber in escrow, unless, until and solely to the extent that any such Shares have vested, at which time the dividends and distributions payable on such Shares shall be paid to the Subscriber. To the extent any Shares are delivered to the RSUs do not become Vested RSUs in accordance with Company for cancellation, any dividends or distributions payable thereon shall revert to the preceding sentence, the RSUs shall terminate and become null and void as of the Determination DateCompany. (c) If 1.3.4. The Shares shall vest, and shall as a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), consequence no longer be subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Controltransfer, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided voting and dividend restrictions imposed in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company 1 or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, thatto cancellation, in the event that following tranches (each of the Grantee experiences below, as applicable to the relevant Shares, a Termination “Release Event”): a. Fifty percent (50%) upon the closing of Relationship for Cause the Company’s initial business combination; b. An additional twelve and one-half percent (12.5%) upon the Return to Shareholders (as defined in below) exceeding 20%; c. An additional twelve and one-half percent (12.5%) upon the Grantee’s Employment Agreement), all RSUs then held by Return to Shareholders exceeding 30%; d. An additional twelve and one-half percent (12.5%) upon the Grantee Return to Shareholders exceeding 40%; and e. The remaining twelve and one-half percent (whether vested or unvested12.5%) shall immediately be forfeitedupon the Return to Shareholders exceeding 50%.

Vesting. (a) Subject to the Grantee’s continued employment Participant continuing to be Engaged (as defined below) by the Company, the Option Shares shall vest and become nonforfeitable over a three-year period as follows: 12/36ths of the Option Shares are immediately vested on the date hereof and 1/36th of the Option Shares shall vest and become nonforfeitable commencing on August 17, 2007 (the “Initial Monthly Vesting Date”) and on each monthly anniversary of the Initial Monthly Vesting Date until such time as all of the Option Shares shall vest and become nonforfeitable. In the event the above vesting schedule results in the vesting of any fractional Option Shares, such fractional Option Shares shall not be deemed vested hereunder but shall vest and become nonforfeitable when such fractional Option Shares aggregate whole Option Shares. Notwithstanding anything contained herein to the contrary, (A) if the Executive is Engaged by the Company immediately prior to the consummation of a Change of Control (as defined in the Employment Agreement), all unvested Options Shares shall immediately vest upon consummation of such Change of Control or other service relationship (B) if (i) Executive is requested, in writing, by the Company to resign from the Board in connection with the Company becoming a public company (provided that Executive has not previously voluntarily terminated his employment with the Company prior to the Expiration Date in his Employment Agreement or its Subsidiaries through March 31been terminated for Cause[as defined herein]) or (ii) Executive is not re-elected to serve on the Board after the Expiration Date in his Employment Agreement (provided that Participant has not previously voluntarily terminated his employment with the Company prior to the Expiration Date in his Employment Agreement or been terminated for Cause), 2022then all unvested Option Shares shall, a number of RSUs to the extent not then vested and not previously forfeited, immediately become fully vested upon such resignation from, or failure to re-elect Participant to, the Board. At such time as the Participant ceases to be Engaged by the Company, all unvested Option Shares shall become non-forfeitable cease to be subject to the aforementioned vesting schedule (when a RSU becomes non-forfeitableand the accelerated vesting schedule set forth in Section 2(b) below and, a “Vested RSU”except as set forth in clause (B) as of the Determination Date according immediately preceding sentence, the Option Shares shall, to the provisions set forth on Annex I attached heretoextent not then vested, be forfeited by the Participant without consideration. For purposes of this Agreement, the Executive shall be considered “Engaged” by the Company during any time in which he is (i) employed by the Company, (ii) engaged as consultant to the Company, or (iii) serving as a member of the Board. (b) If a Termination of Relationship occurs after March Subject to the Participant's continuing to be Engaged by the Company, beginning with the Company’s fiscal year 2007 (which ends January 31, 20222008), but prior in addition to the Determination Datevesting schedule reflected in paragraph (a) above, the RSUs Options shall remain eligible vest and become exercisable according to become Vested RSUs in accordance with Annex I as the following schedule: (i) One-fourth (1/4) of the Determination Date. To Options shall vest if EBITDA (as defined below) equals or exceeds $5,000,000 at the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as end of any fiscal year; (ii) One-half (1/2) of the Determination Date.Options shall vest if EBITDA equals or exceeds $15,000,000 at the end of any fiscal year; (ciii) If a Change in Control occurs prior to March 31, 2022, Three-fourths (3/4) of the Committee Options shall determine vest if EBITDA equals or exceeds $25,000,000 at the number end of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited.fiscal year; and (div) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no Any unvested portion of the RSUs that are not Vested RSUs as Options shall vest if EBITDA equals or exceeds $35,000,000 at the end of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedany fiscal year.

Vesting. (a) Subject to Except as may be accelerated as set forth in the Grantee’s continued Plan or as set forth below, and except as may be accelerated as set forth in any employment or other service relationship with consulting agreement between the Company Participant and the Corporation or its Subsidiaries through March 31an Affiliated Entity, 2022, a number of the RSUs shall become non-forfeitable vest in three equal portions, on the first, second and third anniversaries of the Award Date (when a RSU becomes non-forfeitable, a the “Vested RSUVest Date”) as of if the Determination Date according to Participant is continuously employed by the provisions set forth on Annex I attached heretoCorporation or an Affiliated Entity through such vesting date. (b) If a Upon the Participant’s Termination of Relationship occurs after March 31due to death or Disability (as defined below), 2022, but prior to the Determination Dateextent not previously forfeited, the RSUs shall remain eligible be fully vested. (c) Upon the Participant’s Termination due to become Vested Retirement (as defined below), to the extent not previously forfeited, the RSUs shall vest on the date of Termination in an amount equal to the product of (i) the number of days beginning with the Award Date or, if applicable, the prior Vest Date (in the case of a Termination due to Retirement after the first Vest Date) and ending with the date of the Participant’s Termination due to Retirement divided by 365 times (ii) the number of RSUs that are scheduled to vest on the next Vest Date. Any RSUs which do not vest in accordance with Annex I as the formula shall be forfeited. The Participant shall not be entitled to receive any Dividend Equivalents on forfeited RSUs. (d) Upon a Change in Control, the Compensation Committee of the Determination Date. To Board of Directors of the extent Corporation (the RSUs do not become Vested “Committee”) may elect, in its sole discretion, to accelerate the vesting of some or all of the RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as terms of the Determination Date. (c) If Plan. No provision of this Agreement shall require the Committee to accelerate such vesting upon a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or any other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeitedevent. (de) Except To the extent any RSUs have not vested upon the Participant’s Termination for any reason other than death, Disability or Retirement, those RSUs shall be immediately forfeited upon such Termination, except as may be otherwise provided in this Section 35(e), below. The Participant shall not be entitled to receive any Dividend Equivalents on forfeited RSUs, whether such forfeiture is immediate or as set forth below. If an employment or consulting agreement provides for some degree of accelerated vesting conditioned on the Participant signing a release, separation agreement or other post-Termination conduct, the forfeiture of the unvested portion of the RSUs will be held in abeyance until the period for signing the release or separation agreement (and not rescinding it) or such other post-Termination conduct expires, at which point a determination will be made by the Corporation or an Affiliated Entity as to whether the requirements for accelerated vesting have been met. If the criteria for accelerated vesting have been met, in the sole discretion of the Corporation or the Affiliated Entity, the Conversion Date for that portion of the RSUs shall cease vesting as of be 60 days after the date of the GranteeParticipant’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately)Termination; provided, thathowever, in the event that the Grantee experiences a Termination Participant satisfies the Rule of Relationship for Cause (as defined in 75 at the Grantee’s Employment Agreement)time of such Termination, all RSUs then held by the Grantee (whether vested or unvested) Conversion Date shall immediately be forfeitedthe next regularly scheduled Vest Date.

Vesting. a. The Award shall vest in equal installments over a three (a3) Subject to year period, commencing on the Grantee’s continued employment Grant Date, at the rate of 33 1/3% effective on each of the first through third anniversaries of the Grant Date; provided that you remain continuously employed by or other in the service relationship with of the Company or an Affiliate, in each case, from the Grant Date through and including the applicable vesting date. The date that an RSU becomes vested shall be referred to herein as the “Vesting Date” with the period between the Grant Date and the third anniversary of the Grant Date referred to as the “Restriction Period.” Except as otherwise set forth herein, upon any termination of employment or service, all unvested RSUs shall be forfeited on the date of such termination of employment or service for no consideration and there shall be no proportionate or partial vesting in the periods prior to each Vesting Date and all vesting shall occur only on the applicable Vesting Date. b. Notwithstanding the foregoing, if you undergo a termination of employment or service by the Company and its Subsidiaries through March 31Affiliates without Cause (other than due to death or Disability) during the Restriction Period, 2022then upon such termination of employment or service, in addition to the number of RSUs that have vested in accordance with Section 2(a) above (if any), you will vest in a number of RSUs shall become non-forfeitable (when rounded down to the nearest whole RSU) equal to (i)(A) the total number of RSUs granted pursuant to this Award, multiplied by (B) a RSU becomes non-forfeitablefraction, a “Vested RSU”(x) the numerator of which is the number of days elapsed from the Grant Date through the date of such termination of employment or service and (y) the denominator of which is the number of days during the Restriction Period, minus (ii) the number of RSUs granted pursuant to this Award which were already vested as of the Determination Date according immediately prior to the provisions set forth on Annex I attached hereto. such termination of employment or service; provided, however, that if such termination of employment or service without Cause (bother than due to death or Disability) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Datefirst scheduled Vesting Date and at or within 12 months following the closing of a Qualifying Transaction (as defined below), then you will vest in the number of RSUs that would have otherwise become vested on the first scheduled Vesting Date instead of the fractional number of RSUs set forth in this sentence. The resulting number of RSUs shall remain eligible be distributed to become Vested RSUs you in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”)Section 3 hereof, subject to your timely execution and non-revocation of a release agreement prior to the Grantee’s continued Settlement Date in a form required by the Company. In event of your termination of employment or other service relationship with the Company as a result of your death or its Subsidiaries through the consummation Disability, all of such Change in Control. Following the occurrence of a Change in Control, any your unvested RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting hereunder will become fully vested as of the date of the Grantee’s Termination such termination. For purpose of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment this Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.:

Vesting. (a) Subject to the GranteeOptionee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31each applicable vesting date, 2022, a number of RSUs the Option shall become non-forfeitable (when a RSU the Option becomes non-forfeitable, a “Vested RSUOption”) and shall become exercisable according to the following provisions: (a) [ ] ([ ]%) of the Tranche A Option shall become a Vested Option and shall become exercisable on each of the first [ ] anniversaries of [ ], 20[ ]; provided, however, that the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable on the six (6) month anniversary of a Change in Control; provided, further, that if a Termination of Relationship occurs within six (6) months following a Change in Control and such termination is (A) as a result of the Optionee’s resignation for Good Reason or (B) by TopCo Parent, the Company or any of their Subsidiaries without Cause (other than due to death or Disability), the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable as of the Determination Date according date of such Termination of Relationship and shall remain outstanding pursuant to the provisions set forth of Section 8(a). The proceeds from any transaction resulting in a Change in Control that relate to the unvested portion of the Tranche A Option shall be held in escrow for the Optionee’s benefit from the date of the Change in Control through the date on Annex I attached heretowhich the Optionee either vests or forfeits such unvested portion of the Tranche A Option. (b) If The Tranche B Option shall become a Termination Vested Option and shall become exercisable as follows: (i) Fifty percent (50%) of Relationship the Tranche B Option shall become a Vested Option and shall become exercisable as of any Measurement Date as of which ▇▇▇▇▇▇ has achieved a MOIC of at least [ ] ([ ]), as calculated by the Committee; and (ii) One hundred percent (100%) of the Tranche B Option shall become a Vested Option and shall become exercisable as of any Measurement Date as of which ▇▇▇▇▇▇ has achieved a MOIC of at least [ ] ([ ]), as calculated by the Committee; provided, however, that in the event that a Realization Event occurs after March 31, 2022, but on or prior to the Determination Date[ ], the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as 20[ ], (A) fifty percent (50%) of the Determination Date. To the extent the RSUs do not Tranche B Option shall become a Vested RSUs in accordance with the preceding sentenceOption and shall become exercisable if Apollo has achieved on or prior to such date, the RSUs shall terminate an IRR of at least [ ] percent ([ ]%) and become null and void as (B) one hundred percent (100%) of the Determination DateTranche B Option shall become a Vested Option and shall become exercisable if Apollo has achieved on or prior to such date, an IRR of at least [ ] ([ ]%), in each case as calculated by the Committee. (c) If a Change in Control occurs prior Notwithstanding anything contained herein to March 31, 2022the contrary, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs Option shall cease vesting as of the date of the GranteeOptionee’s Termination of Relationship with TopCo Parent, the Company or any of its their Subsidiaries for any reason and no portion of the RSUs Option that are is not a Vested RSUs Option as of such time shall become a Vested RSUs Option thereafter (i.e., the portion of the RSUs Option that are is not a Vested RSUs Option shall be forfeited immediately); provided, that, (i) if prior to [ ], 20[●], the Optionee experiences a Termination of Relationship (A) as a result of his resignation for Good Reason or (B) by TopCo Parent, the Company or any of their Subsidiaries without Cause (other than due to death or Disability), an additional [ ] of the Tranche A Option shall vest as of the effective date of such Termination of Relationship (the cumulative vested percentage of the Tranche A Option as of a Termination of Relationship after giving effect to such additional vesting is referred to as the “Vested Percentage at Termination”) and (ii) if during the one (1) year period immediately following a Termination of Relationship (A) as a result of his resignation for Good Reason or (B) by TopCo Parent, the Company or any of their Subsidiaries without Cause (other than due to death or Disability), all or any portion of the Tranche B Option would have vested had the Optionee’s employment or service not been terminated, then he or she will also be deemed vested as of the applicable Measurement Date or Realization Event in a percentage of the Tranche B Option equal to the product of (A) the percentage of the Tranche B Option that would have vested had the Optionee’s employment or service had not been terminated multiplied by (B) the Vested Percentage at Termination. Notwithstanding any of the foregoing to the contrary, in the event that the Grantee Optionee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement)Cause, all RSUs Options then held by the Grantee Optionee (whether vested or unvested) shall immediately be forfeited. All decisions by the Committee with respect to any calculations pursuant to this Section (absent manifest error) shall be final and binding on the Optionee.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32(b) below, the RSUs Restricted Stock Units shall cease vesting become vested and nonforfeitable on the first anniversary of the Grant Date (the “Vesting Date”), so long as the Grantee continues to serve as the Chairman of the Board through the Vesting Date. If the Grantee’s service on the Board or as the Chairman of the Board terminates prior to the Vesting Date and Section 2(b) does not apply or has not applied, or to the extent Section 2(b) cannot apply, then all unvested Restricted Stock Units at the date of such termination of service on the Board or as the Chairman of the Board shall be automatically forfeited to the Company and canceled. (b) Notwithstanding Section 2(a) above, to the extent the Restricted Stock Units have not been previously terminated, been forfeited or become vested and nonforfeitable: (i) if the Grantee ceases to serve as the Chairman of the Board due to the Grantee’s death or Disability (as defined below), then 100% of the Restricted Stock Units that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained the Chairman of the Board through such date will become vested and nonforfeitable upon such death or Disability; (ii) if the Grantee ceases to serve as the ​ ​ ​ ​ Chairman of the Board due to the Board appointing a new Chairman of the Board or due to his failure to be re-elected to the Board by the shareholders of the Company, then a Pro-Rata Portion of the Restricted Stock Units (rounded to the nearest whole share) that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained the Chairman of the Board through such date shall become vested and nonforfeitable as of the last day of service in such Chairman position and all remaining Restricted Stock Units shall be automatically forfeited to the Company and canceled; and (iii) 100% of the unvested Restricted Stock Units shall become immediately vested and nonforfeitable so long as the Grantee serves as the Chairman of the Board up to the date of the Grantee’s Termination Change in Control. (c) For the purposes of Relationship with this Agreement, Disability shall have the Company or any of its Subsidiaries for any reason and no portion meaning as provided under Section 409A(a)(2)(C)(i) of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedCode.

Vesting. (aExcept as provided in Sections 2(b) Subject and 2(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2025 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2022 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2024 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the #ᴅʟᴘ_MICRODOT [{'title': 'Data Security Classification', 2022'text': 'Confidential'}]_END Performance Period is less than or equal to zero, but prior 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 the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12 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 vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (aExcept as provided in Sections 2(b) Subject and 2(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2029 (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 continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2026 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2028 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, 2022, but prior 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 the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12 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 vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward, as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (aA) On the last day of the Measurement Period, the PRSU Shares stated on the Acceptance Page shall be adjusted pursuant to the Specific Performance Goals as set forth on Exhibit A attached hereto, and after the adjustment, become the total number of the Vested Shares that will be used to settle the PRSUs under section 1(d); provided, however, that (x) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated before the Vesting Start Date for any reason, (y) if the Recipient 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 Grantee’s continued employment 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 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 sale or other service relationship with disposition of all or substantially all of the assets of the Company or its Subsidiaries through March 31the Subsidiary that employs or engages the Recipient, 2022, including a number majority or more of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as all outstanding stock of the Determination Date according Subsidiary, on a consolidated basis to the provisions set forth on Annex I attached hereto. one or more unrelated persons or entities, (bii) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs or (iii) the sale or other than 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 Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as outstanding Common Stock are converted into or exchanged for securities of the date successor entity) where the stockholders of the Grantee’s Termination Company, immediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in the aggregate more than 50 percent of Relationship with the voting shares of the acquirer or surviving entity (or its ultimate parent corporation, if any). For the purpose of sub-section (iii) of this definition, only voting shares of the acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Company or in exchange for Common Stock shall be counted, and any of its Subsidiaries for any reason and no portion voting shares of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter acquirer or surviving entity (i.e.or its ultimate parent, the portion if any) already owned by stockholders of the RSUs that are not Vested RSUs Company prior to the transaction shall be forfeited immediately); provided, that, in the event that the Grantee experiences disregarded. 3 | P a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.g e 01435\040\8330589.v3

Vesting. (a) Subject to An Award shall become Vested only upon the Grantee’s continued employment Vesting Dates described in this Section 3, except as otherwise provided herein or other service relationship with determined by the Company or in its Subsidiaries through March 31sole discretion. No portion of any Award shall become Vested on the Vesting Date unless the Director is then, 2022and since the Grant Date has continuously been, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as Director of the Determination Date according to the provisions set forth on Annex I attached heretoCompany. (b) If a Termination of Relationship occurs after March 31Subject to subsections (c), 2022(d) and (e), but prior to the Determination Datebelow, the RSUs an Award shall remain eligible to become Vested RSUs in accordance with Annex I as based on the following schedule. VESTING DATE PERCENTAGE VESTED ON ANNIVERSARY DATE First Anniversary of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as Grant Date 25% Second Anniversary of the Determination Date.Grant Date 25% Third Anniversary of Grant Date 25% Fourth Anniversary of Grant Date 25% (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following Upon the occurrence of a Change in Control, any RSUs (other the length of the Director's service shall be deemed to be twelve months longer than the actual length, and Vested CIC RSUs) shares shall be distributed immediately be forfeitedprior to or coincident with the Change in Control; provided, however, that in no event shall such deemed time extension serve to increase the number of Vested shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (d) Except as otherwise provided in this Notwithstanding Section 33(b), if the service of the Director terminates by reason of death or disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), the RSUs shall cease vesting as length of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs Director's service shall be forfeited immediately)deemed to be six months longer than the actual length; provided, thathowever, that in no event shall such deemed time extension serve to increase the number of Vested shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (e) Notwithstanding Section 3(b), in the event that the Grantee experiences Director has completed the full term of service as a Termination Director for which he or she was elected at an Annual Meeting of Relationship Stockholders of the Company, but is not standing for Cause re-election to a subsequent term as a Director at the Annual Meeting of Stockholders of the Company at which he or she would otherwise have been re-elected (as defined in the Grantee’s Employment Agreement"Retirement Meeting"), all RSUs then Award shares which are scheduled to vest subsequent to the Retirement Meeting but within the same fiscal quarter in which the Retirement Meeting is held shall become Vested shares as of the date immediately preceding such Retirement Meeting; provided, however, that in no event shall such deemed time extension serve to increase the number of Vested Shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (f) In the event that the Director's tenure as a member of the Company's Board of Directors terminates prior to a Vesting Date for any reason other than as set forth in this Section 3, including without limitation termination by the Grantee (whether vested Company or unvested) shall immediately the Company Group, any portion of the Award that has not then become Vested will be forfeitedforfeited automatically.

Vesting. (a) Subject The Restricted Stock shall become vested and cease to be Restricted Stock (but still subject to the Grantee’s continued employment or other service relationship with terms of the Plan and this Agreement) as follows if the Executive has been continuously employed by the Company or its Subsidiaries through March 31, 2022, a number subsidiaries within the meaning of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as Section 424 of the Determination Date according to Internal Revenue Code of 1986, as amended (the provisions set forth on Annex I attached hereto."Control Group") until such dates: August 10, 2016 6,830 August 10, 2017 6,830 August 10, 2018 6,830 (b) If a Termination of Relationship occurs after March 31Other than as may be provided for under this Agreement, 2022, but there shall be no proportionate or partial vesting in the periods prior to the Determination Date, appropriate vesting date and all vesting shall occur only on the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Dateappropriate vesting date. (c) If a Change in Control occurs prior to March 31, 2022When any Restricted Stock becomes vested, the Committee Company shall determine promptly issue and deliver to the number Executive a new stock certificate registered in the name of Vested RSUs based on the special rules Executive for such shares without the legend set forth on Annex I (the “Vested CIC RSUs”), subject in Section 4 hereof and deliver to the Grantee’s continued employment or Executive any related other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeitedRS Property. (d) Except as otherwise provided in this Section 3If the Company terminates Executive’s employment without Cause prior to August 10, 2017, the RSUs first two tranches of the Restricted Stock shall, to the extent not already vested, vest on the Executive’s termination date, and the balance of the Restricted Stock shall cease vesting be cancelled and forfeited in its entirety as of the termination date in accordance with the terms and conditions of the GranteePlan. (e) If the Company terminates the Executive’s Termination employment without Cause or the Executive terminates his employment for Good Reason upon, or within twenty-four (24) months following, a Change in Control as defined in Appendix A hereto, all shares of Relationship with Restricted Stock shall become immediately vested and cease to be Restricted Stock. (f) In the event of the Executive's death, disability, or resignation without Good Reason, Executive shall forfeit to the Company, without compensation, all unvested shares of Restricted Stock; provided that (i) in the event of the death or disability of the Executive or (ii) in the event that the Executive ceases to be employed by the Company or any subsidiary or affiliate of the Company as a result of the closing, sale, spin-off or other divestiture of any operation of the Company, the Compensation Committee, in its Subsidiaries for sole discretion, may, but shall not be obligated to, fully vest and not forfeit all or any reason and no portion of the RSUs that are not Vested RSUs as Executive's Restricted Stock. (g) If the Executive terminates his employment without Good Reason or the Company terminates Executive’s employment for Cause prior to August 10, 2017, (in each case, a “Non-Qualifying Termination”), Executive shall pay to the Company and the Company shall be entitled to recover, within ten (10) business days from the Executive’s termination date, a lump sum payment in cash equal to the aggregate value of such time shall become Vested RSUs thereafter (i.e., the vested portion of the RSUs Restricted Stock at vesting (based on the per-share closing price of the Company’s Common Stock on the vesting date), net of any taxes that are not Vested RSUs shall be forfeited immediately); providedhad been withheld by the Company upon the vesting of such Restricted Stock. Notwithstanding the foregoing, thatupon a Non-Qualifying Termination, in the event that any portion of the Grantee experiences a Termination Restricted Stock has not vested, such portion of Relationship for Cause (as defined the Restricted Stock shall be cancelled and forfeited in its entirety in accordance with the Grantee’s Employment Agreement), all RSUs then held by terms and conditions of the Grantee (whether vested or unvested) shall immediately be forfeitedPlan.

Vesting. (a) Subject to An Award or any portion thereof that is Earned shall become Vested only upon the Grantee’s continued employment Vesting Date, except as otherwise specifically provided in this Section 4. To the extent that, on the Vesting Date, all or other service relationship with any portion of an Award is not Earned, such Award or the portion thereof that is not then Earned shall not become Vested and shall be forfeited automatically. Except as otherwise specifically provided herein, no Award or any portion thereof shall Vest on the Vesting Date unless the Employee is then, and since the Grant Date has continuously been, employed by a member of the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached heretoGroup. (b) If a Termination of Relationship occurs after March 31, 2022, but In the event that the Employee’s employment terminates prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as Vesting Date on account of the Determination Date. To Employee’s (1) death, (2) Disability, (3) Retirement, (4) termination by the extent Company without Cause, or (5) termination by the RSUs do Employee with Good Reason, then that portion of the Award that is then Earned shall be Vested on the date of termination and that portion of the Award that is not then Earned shall not become Vested RSUs in accordance with the preceding sentence, the RSUs and shall terminate and become null and void as of the Determination Datebe forfeited automatically. (c) If a Change in Control occurs In the event that the Employee’s employment terminates prior to March 31, 2022, the Committee shall determine Vesting Date for Cause or the number of Vested RSUs based on Employee terminates employment prior to the special rules Vesting Date for any reason other than a reason set forth on Annex I (in Section 4(b) of this Agreement, then the “entire Award shall not become Vested CIC RSUs”)and shall be forfeited automatically, subject to the Grantee’s continued employment whether or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeitednot Earned. (d) Except In the event of a Covered Transaction, except as otherwise provided in this Section 3subsection (d), that portion of the Award that is then Earned shall become Vested and that portion of the Award that is not then Earned shall not be Vested and shall be forfeited automatically unless the Committee determines, in its sole discretion, to accelerate the vesting of all or any portion of the Awards that are not then Vested. (1) If, in connection with the occurrence of a Covered Transaction prior to the Vesting Date, the RSUs shall cease vesting as of Committee determines that the Total Shareholder Return from the date of the Grantee’s Termination IPO through the date of Relationship with the Company or any Covered Transaction based on the transaction price per share produces a compound annual growth rate of its Subsidiaries for any reason and no at least percent, then a portion of the RSUs Award shall become Earned and Vested upon the occurrence of the Covered Transaction equal to the percentage of the Award described in Section 3(a) that are not Vested RSUs would have been Earned had the Total Shareholder Return Requirement been satisfied on the most recent Determination Date prior to the occurrence of the Covered Transaction. (2) If, in connection with the occurrence of a Covered Transaction prior to the Vesting Date, the Committee determines that Total Shareholder Return based on the transaction price per share exceeds the Total Shareholder Return Requirement as of such time shall any subsequent Determination Date that would otherwise have occurred following the date of the Covered Transaction, then the Employee will be deemed to have Earned and become Vested RSUs thereafter (i.e., the portion in that percentage of the RSUs Award that are not Vested RSUs shall be forfeited immediatelywould have been Earned as though such subsequent Determination Date occurred immediately prior to the Covered Transaction and Total Shareholder Return were determined as set forth in this clause (2); provided, that. (3) By way of example, in the event that in connection with a Covered Transaction occurring between the Grantee experiences second and third Determination Date it is determined that the Total Shareholder return is % since the IPO and that the Total Shareholder Requirement had been met for the first Determination Date but not the second Determination Date, then (x) by operation of clause (1) above an additional 25% of the Award would be Earned and Vested such that a Termination total of Relationship for Cause 50% of the Award would be Earned and Vested before application of clause (as defined in 2) above and (y) by operation of clause (2) above another 25% of the Grantee’s Employment Agreement), all RSUs then held by Award would be Earned and Vested such that 75% of the Grantee (whether vested or unvested) shall immediately Award would be forfeitedEarned and Vested at the date of the Covered Transaction.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship The Initial Grant awarded under Section 1 shall become vested and nonforfeitable in accordance with the following schedule so long as Participant remains in service as a Non-Employee Director of the Company (or any of its Subsidiaries through March 31Subsidiaries). (1) On , 2022, a number 331/3% of RSUs the Initial Grant shall become non-forfeitable fully vested and nonforfeitable. (when a RSU becomes non-forfeitable2) On , a “Vested RSU”) as 331/3% of the Determination Date according to Initial Grant shall become fully vested and nonforfeitable. (3) On , the provisions set forth on Annex I attached heretobalance of the Initial Grant shall become fully vested and nonforfeitable. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs The Regular Grant awarded under Section 1 shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs vested and nonforfeitable in accordance with the preceding sentence, the RSUs shall terminate and become null and void following schedule so long as Participant remains in service as a Non-Employee Director of the Determination DateCompany (or any of its Subsidiaries). (1) On , 100% of the Regular Grant shall become fully vested and nonforfeitable. (c) If Participant ceases to be a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number Non-Employee Director of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion other than death, disability within the meaning of Section 22(e)(3) of the RSUs that are not Vested RSUs Internal Revenue Code of 1986, as of such amended ("Disability"), or retirement from the Board as defined from time shall become Vested RSUs thereafter (i.e., to time in the portion section entitled "Rotation of the RSUs that are Directors" of the Company's Corporate Governance Guidelines ("Retirement"), all Restricted Stock Units to the extent not Vested RSUs yet vested under subsections (a) and (b) on the date Participant ceases to be a Non-Employee Director shall be forfeited immediately); providedby Participant without payment of any consideration to Participant therefor. (d) If Participant's service as a Non-Employee Director of the Company (or any of its Subsidiaries) terminates by reason of death, thatDisability or Retirement, or if the Company is subject to a Change in the event that the Grantee experiences a Termination of Relationship for Cause Control (as defined in below) while Participant is a Non-Employee Director of the Grantee’s Employment AgreementCompany (or any of its Subsidiaries), Participant's interest in all RSUs then held by Restricted Stock Units awarded hereunder shall become fully vested and nonforfeitable as of the Grantee date of death, Disability, Retirement or Change in Control. (whether vested or unvestede) shall immediately be forfeitedThe Committee may, in its sole discretion, accelerate the vesting of the Regular Grant on a pro rata basis if Participant does not stand for re-election as a member of the Board of Directors of the Company and its Subsidiaries, effective upon termination of such service.

Vesting. A. The Participant shall have a nonforfeitable right to a portion of this Award (asuch portion, the vested portion) Subject only upon the dates described in this Section 2, 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 this Agreement and the Plan. B. This Award will become eligible to vest upon achievement of the Year PS revenue and earnings per share goals (“Performance Goals”), as adopted by the Compensation and Management Development Committee (the “CMDC”) on Date. The Performance Goals are specified in the Year Long-Term Incentive Program Overview for Executives (“LTI Overview”) which is incorporated in this document by reference. PSs that become eligible to vest are referred to as the “Eligible PSs.” In the event and to the Granteeextent that the Performance Goals are not satisfied, such Granted PSs shall not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of PSs will become eligible to vest. In no event shall the number of Eligible PSs exceed 200% of the number of Granted PSs. Eligible PSs will become vested in the following installments (the “Vesting Period”): One-third of the Eligible PSs shall vest on the later of one year from the Grant Date or the date of CMDC determination of the degree to which the performance criteria set forth above have been satisfied; an additional one-third of the Eligible PSs shall vest on 2nd Vesting Date; and an additional one-third of the Eligible PSs shall vest on 3rd Vesting Date. C. Except as otherwise provided in the Plan, upon termination of the Participant’s continued employment with the Company and its Affiliates for any reason, any portion of this Award that is not then vested will immediately terminate, except as follows: (1) any portion of this Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or other Disability will, to the extent not vested previously, become fully vested upon the later of the date of death or Disability or determination of the Eligible PSs based on the performance criteria set forth above and CMDC approval, even if such determination occurs following the date of death or Disability; and (2) any portion of this 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 PSs based on the performance criteria set forth above and CMDC approval for fifty percent (50%) of the number of Eligible PSs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSs 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 PSs of this Award. For the avoidance of doubt, Retirement means the Participant’s termination from the Company and its Affiliates after reaching age 55 with ten (10) full years of service relationship with the Company or its Subsidiaries through March 31Affiliates, 2022but not including any termination For Cause or any termination for insufficient performance, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of determined by the Determination Date according Company and its Affiliates. D. Notwithstanding anything herein to the provisions set forth on Annex I attached hereto. (b) If contrary, any portion of this Award held by a Termination of Relationship occurs after March 31, 2022, but Participant or a Participant’s permitted transferee immediately prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as cessation of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs Participant’s employment For Cause shall terminate and become null and void as at the commencement of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based business on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. (a) Subject to An Award shall become Vested only upon the Grantee’s continued employment Vesting Dates described in this Section 3, except as otherwise provided herein or other service relationship with determined by the Company or in its Subsidiaries through March 31sole discretion. No portion of any Award shall become Vested on the Vesting Date unless the Director is then, 2022and since the Grant Date has continuously been, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as Director of the Determination Date according to the provisions set forth on Annex I attached heretoCompany. (b) If a Termination of Relationship occurs after March 31Subject to subsections (c), 2022(d) and (e), but prior to the Determination Datebelow, the RSUs an Award shall remain eligible to become Vested RSUs in accordance with Annex I as based on the following schedule. First Anniversary of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.Grant Date 100% (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following Upon the occurrence of a Change in Control, any RSUs (other than an Award shall become 100% Vested, such shares to be distributed immediately prior to or coincident with the Vested CIC RSUs) shall immediately be forfeitedChange in Control. (d) Except as otherwise provided in this Notwithstanding Section 33(b), if the service of the Director terminates by reason of death or disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), the RSUs shall cease vesting as length of the date of the GranteeDirector’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs service shall be forfeited immediately)deemed to be six months longer than the actual length; provided, thathowever, that in no event shall such deemed time extension serve to increase the number of Vested shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (e) Notwithstanding Section 3(b), in the event that the Grantee experiences Director has completed the full term of service as a Termination Director for which he or she was elected at an Annual Meeting of Relationship Stockholders of the Company, but is not standing for Cause re-election to a subsequent term as a Director at the Annual Meeting of Stockholders of the Company at which he or she would otherwise have been re-elected (as defined in the Grantee’s Employment Agreement“Retirement Meeting”), all RSUs then Award shares which are scheduled to vest subsequent to the Retirement Meeting but within the same fiscal quarter in which the Retirement Meeting is held shall become Vested shares as of the date immediately preceding such Retirement Meeting; provided, however, that in no event shall such deemed time extension serve to increase the number of Vested Shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (f) In the event that the Director’s tenure as a member of the Company’s Board of Directors terminates prior to a Vesting Date for any reason other than as set forth in this Section 3, including without limitation termination by the Grantee (whether vested Company or unvested) shall immediately the Company Group, any portion of the Award that has not then become Vested will be forfeitedforfeited automatically.

Vesting. 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 this Agreement and the Plan. B. The Award will become eligible to vest upon achievement of the Granted CSPU goals (“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 CSPUs 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 CSPUs that become eligible to vest are referred to as the “Eligible CSPUs.” In the event and to the extent that the Performance Goals are not satisfied, such Granted CSPUs shall not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of Granted CSPUs will become eligible to vest. In no event shall the number of Eligible CSPUs exceed 200% of the number of Granted CSPUs. Eligible CSPUs will become vested in the following installments (the “Vesting Period”): One-third of the Eligible CSPUs shall vest on the later of one year from the Grant Date or the date of the Committee’s determination of the degree to which the Performance Goals have been satisfied (the “Initial Vesting Date”); an additional one-third of the Eligible CSPUs shall vest on the first anniversary of the Initial Vesting Date; and an additional one-third of the Eligible CSPUs shall vest on the second anniversary of the Initial Vesting Date. C. Except as otherwise provided in the Plan, 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 immediately prior to the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the later of (a) Subject the date of death or Disability of the Participant or (b) the determination of the Eligible CSPUs 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 GranteeParticipant’s continued Retirement, to the extent not vested previously, will become fully vested upon the later of the date of Retirement or determination of the Eligible CSPUs based on the Performance Goals and the Committee’s approval for fifty percent (50%) of the number of Eligible CSPUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible CSPUs covered by such unvested portion for every full year of employment or other by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible CSPUs 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 relationship with the Company or its Subsidiaries through March 31Affiliates, 2022but not including pursuant to any termination For Cause or any termination for insufficient performance, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitableas determined by the Company. D. Notwithstanding anything herein to the contrary, a “Vested RSU”) as any portion of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If Award held by a Termination of Relationship occurs after March 31, 2022, but Participant or a Participant’s permitted transferee immediately prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as cessation of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs Participant’s employment For Cause shall terminate and become null and void as at the commencement of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based business on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. (a) Subject Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 10.1(b) of the Plan, Restricted Stock Units will vest, in whole or in part, only in accordance with this Section 5. (b) After December 31, 20[●] but prior to ▇▇▇▇▇ ▇▇, ▇▇[●], (▇) the Committee will certify the number and type of Restricted Stock Units that will vest (the date as of which such certification is made, the “Committee Certification Date”) based on the Committee’s assessment in its sole discretion (after input from the Company’s Chief Executive Officer) of the Grantee’s continued employment satisfaction of such discretionary performance objectives for calendar year 20[●] as may be deemed relevant by the Committee, including the Committee’s exercise of any negative discretion, and (ii) the Committee will specify the Vesting Date of such Restricted Stock Units, which Vesting Date will be not later than March 15, 20[●]. (c) Upon the satisfaction of any other applicable restrictions, terms and conditions of the Plan and this Agreement, any RSU Dividend Equivalents with respect to the Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. (d) Any Restricted Stock Units that do not vest pursuant to Section 5(b) will automatically be forfeited as of the Close of Business on the Committee Certification Date, together with any related Unpaid Dividend Equivalents. (e) Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Stock Units or other service relationship with related Unpaid RSU Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by or providing services to the Company or its Subsidiaries from the Grant Date through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I such date (the “Vested CIC RSUs”), subject to the Grantee’s continued employment vesting or other service relationship with the Company or its Subsidiaries through the consummation forfeiture of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately Restricted Stock Units and related Unpaid RSU Dividend Equivalents to be forfeitedgoverned instead by Section 6 hereof). (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. The RSUs will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter). 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) Subject to the GranteeEmployee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto.death; (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.Employee’s Disability; (c) If a Change in Control occurs prior to March 31, 2022, under which the Committee shall determine successor corporation does not assume the number Awards that remain outstanding under the Plan as of Vested RSUs based on the special rules set forth on Annex I (effective date of the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). Following the occurrence of For purposes herein, upon a Change in Control, any RSUs 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 (other than i) assumed or continued by the Vested CIC RSUssuccessor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall immediately be forfeited.subject to the Compensation Committee’s approval; (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as an involuntary Termination of Employment of the date Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Grantee’s Company occurs; or (e) a voluntary Termination of Relationship Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. 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 any after attaining age 62 and 10 Years of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedService.

Vesting. The Restricted Shares (aor applicable portion thereof, if different) Subject will vest as set forth below, provided that Grantee has satisfied the applicable service requirements set forth in Section 7.1 with respect to the Grantee’s continued employment Restricted Shares or other service relationship with applicable portion thereof and the Company shares have not otherwise been forfeited and are still outstanding at the time or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according if such shares otherwise vest pursuant to the provisions set forth on Annex I attached heretoSection 8. (bi) If a Termination On the 3rd, 4th or 5th anniversary of Relationship occurs after March 31the Award Grant Date, 2022as the case may be, but with respect to the First, Second or Third Tranche of Restricted Shares, as applicable, if Grantee remains an employee of the Corporation through and including the day immediately prior to the Determination Dateapplicable anniversary date for such Tranche; (ii) Where Grantee has a Qualifying Disability Termination with respect to the Restricted Shares or applicable Tranche thereof, on the RSUs shall remain date PNC’s Designated Person affirmatively approves the vesting of such Restricted Shares or Tranche of Restricted Shares, as applicable; (iii) On the date of ▇▇▇▇▇▇▇’s death if ▇▇▇▇▇▇▇ died while an employee of the Corporation; (iv) As of the end of the day immediately preceding the date of the Change of Control if and to the extent ▇▇▇▇▇▇▇’s Restricted Shares are outstanding and eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following vest upon the occurrence of a Change in Control, any RSUs (other than of Control and do so vest under the Vested CIC RSUs) shall immediately be forfeited.provisions of Section 8; (dv) Except as otherwise provided in this Section 3, As of the RSUs shall cease vesting end of the day immediately preceding Grantee’s Termination Date if such Restricted Shares had not previously vested and are outstanding as of the date of the day immediately preceding Grantee’s Termination Date and Grantee’s termination of Relationship with employment was an Anticipatory Termination; and (vi) On such earlier date, if any, as the Company Compensation Committee or its delegate determines, in its sole discretion, to vest any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately)shares pursuant to Section 7.3; provided, thathowever, if the Compensation Committee has acted to suspend the vesting of the Restricted Shares or applicable portion thereof pursuant to Section 7.5(c), those Restricted Shares will not vest unless the terms of such suspension have been satisfied in the event such a way that the Restricted Shares have not been forfeited, and, if so, will vest on the later of the applicable date set forth above and the date the terms of the suspension were satisfied. Restricted Shares that have been forfeited by Grantee experiences a Termination pursuant to the provisions of Relationship Section 7.4 or Section 7.5 are not eligible for Cause (as defined in the Grantee’s Employment Agreement)vesting, all RSUs then held will not be settled and released, and will be cancelled without payment of any consideration by the Grantee (whether vested or unvested) shall immediately be forfeitedPNC.

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) Subject of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall become vested on the Vesting Date; provided that the Grantee continues to hold on the Vesting Date, in Grantee’s continued employment or other service relationship with name, all of the SHIP Shares received by Grantee from the Company or its Subsidiaries through under the Plan on March 3115, 20222019 (the “SHIP Restriction”). On the Vesting Date, a number and upon the satisfaction of RSUs shall the SHIP Restriction and any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become non-forfeitable Vested RSU Dividend Equivalents (when a “Unpaid RSU becomes non-forfeitable, a “Vested RSUDividend 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 the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a given date if his or her Termination of Relationship occurs Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after March 31, 2022, but the Grant Date and prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I Vesting Date (the “Vested CIC RSUs”), subject to the Grantee’s continued employment vesting or other service relationship with the Company or its Subsidiaries through the consummation forfeiture of such Change Restricted Share Units to be governed instead by Section 6). In addition, in Control. Following the occurrence of a Change event the Grantee is suspended (with or without compensation) or is otherwise not in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship good standing with the Company or any of its Subsidiaries for any reason and no portion Subsidiary as determined by the Company’s General Counsel due to an alleged violation of the RSUs that are not Vested RSUs as Company’s Code of such time shall become Vested RSUs thereafter Business Conduct, applicable law or other misconduct (i.e.a “Suspension Event”), the portion Company has the right to suspend the vesting of the RSUs that are not Vested RSUs shall be forfeited immediatelyRestricted 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”); provided. If the Suspension Event has occurred and prior to the Recovery Date, that, in the event that the Grantee experiences a Termination dies, is disabled or is terminated without cause, then the provisions of Relationship 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 (as defined in cause prior to the Grantee’s Employment Agreement)Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of the Suspension Event, all RSUs then held unless otherwise agreed by the Grantee (whether vested or unvested) shall immediately be forfeitedCompany.

Vesting. The Shares that are granted hereby are subject to the Forfeiture Restrictions. The Forfeiture Restrictions will lapse as to the Shares that are awarded hereby as provided in Section 4(a) through (f) below. (a) Subject The Forfeiture Restrictions will lapse as to the Grantee’s continued employment or other service relationship with Shares that are awarded hereby on the third anniversary of the Grant Date (the “Third Anniversary”), provided that the Executive has remained employed by the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable throughout the three (when a RSU becomes non-forfeitable, a “Vested RSU”3) as of year period beginning on the Determination Grant Date according to and ending on the provisions set forth on Annex I attached heretoThird Anniversary. (b) If a Termination Notwithstanding any other provision of Relationship occurs after March 31this Agreement to the contrary, 2022if, but prior to the Determination DateThird Anniversary, a Change in Control occurs and the RSUs shall remain eligible Executive has remained employed by the Company throughout the period beginning on the Grant Date and ending the time immediately prior to become Vested RSUs in accordance with Annex I as the effective time of the Determination Date. To Change in Control then the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void Forfeiture Restrictions will lapse as to all of the Determination DateShares that are awarded hereby immediately prior to the effective time of the Change in Control. (c) If a Change in Control occurs Notwithstanding any other provision of this Agreement to the contrary, if, prior to March 31, 2022the Third Anniversary, the Committee shall determine Executive’s employment with the Company is terminated as a result of the Executive’s death or Disability the Forfeiture Restrictions will lapse as to a pro-rata portion of the Shares that are awarded hereby on the date of the Executive’s employment with the Company is so terminated equal to (i) the Shares multiplied by (ii) the number of Vested RSUs based full, complete calendar months from the Grant Date (including, the month that includes the Grant Date even though such month is not a full, complete calendar month) through the date on which the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the GranteeExecutive’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs is so terminated divided by (other than the Vested CIC RSUsii) shall immediately be forfeited36. (d) Except as otherwise provided If the Executive ceases to be employed by the Company for any reason before the lapse date set forth in this Section 34(a) (and a Change in Control has not previously occurred), the RSUs Forfeiture Restrictions applicable to the Restricted Shares shall cease vesting as not lapse and all the Restricted Shares shall be forfeited to the Company and this Agreement shall terminate. (e) Upon the lapse of the date Forfeiture Restrictions with respect to the Shares granted hereby the Company shall cause to be delivered to the Executive a stock certificate or electronic book entry representing such Shares, and such Shares shall be transferable by the Executive (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the GranteeCompany, constitute a violation of applicable securities law). (f) If the Executive’s Termination of Relationship employment with the Company or any of its Subsidiaries terminates for any reason before the Third Anniversary other than as provided in Section 4(b), (c) or (d) the Forfeiture Restrictions applicable to the Restricted Shares shall not lapse and no portion of all the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs Restricted Shares shall be forfeited immediately); provided, that, in to the event Company and this Agreement shall terminate on the date that the Grantee experiences a Termination of Relationship for Cause (as defined in Executive’s employment with the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedCompany terminates.

Vesting. (a) Subject Restricted Shares that are granted hereby shall be subject to the Grantee’s continued employment or other service relationship with Forfeiture Restrictions. All of the Company or its Subsidiaries through March 31, 2022, a Forfeiture Restrictions shall lapse and the Restricted Shares shall vest as follows (it being understood that the number of RSUs Restricted Shares as to which all restrictions have lapsed -4- and which have vested in the Recipient at any time shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as be the greatest of the Determination Date according to the provisions set forth on Annex I attached heretonumber of vested Shares specified in subparagraph (i), (ii) or (iii) below): i. Except as otherwise provided herein, <<Vesting Terms>>. (b) If a Termination ii. In the event of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as death or Disability of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate Recipient while serving as a Director and become null and void as before all of the Determination DateRestricted Shares have vested, 100% of the Restricted Shares shall vest and the Forfeiture Restrictions shall lapse with respect to such shares. (c) iii. If a Change in Control occurs and the Recipient is serving as a Director immediately prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following , 100% of the occurrence of a Restricted Shares shall vest and the Forfeiture Restrictions shall lapse with respect to such Restricted Shares immediately prior such Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (db) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs Restricted Shares that are do not Vested RSUs as of such time shall become Vested RSUs thereafter vested pursuant to Paragraph (i.e., the portion of the RSUs that are not Vested RSUs a) above shall be forfeited immediately); provided, thatand the Recipient shall cease to have any rights of a shareholder with respect to such forfeited Shares upon termination of the Recipient’s service as a Director. (c) Notwithstanding anything herein to the contrary, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement)Restricted Shares are forfeited, all RSUs then held such forfeited Shares will automatically, and without any action by the Grantee (whether vested or unvested) shall immediately parties hereto, be forfeitedcancelled on the records of the Company and any stock certificates issued representing such forfeited Shares will thereupon automatically be null and void.

Vesting. (a) Subject Unless the Plan Administrator otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 10.1(b) of the Plan, the Grantee will become vested as to that number of Restricted Stock Units (if any) that is equal to the Grantee’s continued employment fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of Restricted Stock Units that are subject to this Agreement, rounded down to the nearest whole number of Restricted Stock Units on each of the Vesting Dates indicated on Schedule I hereto, and upon the satisfaction of any other service relationship applicable restrictions, terms and conditions of the Plan and this Agreement, any RSU Dividend Equivalents with respect to the Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Stock Unit”), one additional Restricted Stock Unit will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Stock Units (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole Restricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Stock Unit. (b) Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Stock Units or related Unpaid RSU Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by the Company or its Subsidiaries (or, if the Grantee is a Nonemployee Director, continuously serving in such capacity) from the Grant Date through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I such date (the “Vested CIC RSUs”), subject to the Grantee’s continued employment vesting or other service relationship with the Company or its Subsidiaries through the consummation forfeiture of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately Restricted Stock Units and related Unpaid RSU Dividend Equivalents to be forfeitedgoverned instead by Section 6 hereof). (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in the Plan or as provided by the Board or the Compensation Committee of the Board and subject to the terms and condition of this Section 3Agreement, the RSUs shall cease vesting Participant’s Restricted Units covered hereby may (to the extent not previously forfeited) vest as of the date last day of the Grantee’s Termination Period of Relationship Restriction (the “Vesting Date” with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of respect to such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediatelyRestricted Units); provided, thathowever, that if, prior to the Vesting Date, the Participant’s Termination Date occurs for any reason, all Restricted Units granted hereunder shall be forfeited for no consideration and the Participant shall have no further rights under or with respect to the Restricted Units. Notwithstanding the foregoing: (a) in the event that that, during the Grantee experiences a Period of Restriction, the Participant’s Termination Date occurs due to death or Disability, all restrictions on the Restricted Units outstanding on the Termination Date shall lapse as of Relationship for Cause the Termination Date and the Termination Date shall be the “Vesting Date” with respect to such Restricted Units; and (b) in the event that, during the Period of Restriction, the Participant’s Termination Date occurs due to Retirement (as defined in the Grantee’s Employment Agreementbelow), all RSUs then held by restrictions on the Grantee Restricted Units outstanding on the Termination Date shall lapse as of the last day of the Period of Restriction (whether vested or unvestedand the last day of the Period of Restriction shall be the “Vesting Date” with respect to such Restricted Units notwithstanding that the Participant’s Termination Date has occurred prior to such date) provided that (i) the date of Retirement occurs at least twelve months after the Grant Date, (ii) the Participant provides the Company with advance written notice of the Participant’s date of Retirement at least twelve months prior to the actual date of Retirement (and such date of Retirement does not occur prior to the date specified in the advance written notice), and (iii) prior to the Termination Date, the Participant has entered into a restrictive covenant agreement with the Company and complies with the terms thereof and, for the avoidance of doubt, continued vesting of the Restricted Units following the Participant’s Retirement shall immediately be forfeited.in consideration of the Participant entering into a Restrictive Covenant Agreement; and

Vesting. If there has not been a Termination of Service during the ------- Restriction Period, then upon the expiration of the Restriction Period, the Executive shall become 100% vested in the shares of Restricted Stock awarded hereunder, and shall own those shares free of all restrictions otherwise imposed by this Agreement. In addition, the Executive shall also become fully vested in all of the shares of Restricted Stock awarded hereunder prior to the end of the Restriction Period, and become owner of such shares free of all restrictions otherwise imposed by this Agreement, as follows: (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs The Executive shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) fully vested in all of the shares of Restricted Stock awarded hereunder as of the Determination Date according date of the Executive's Termination of Service, if such Termination of Service occurs on or after that date which is 90 days prior to the provisions set forth date of the Change in Control by reason of the Executive's death, Total Disability or retirement in accordance with Company policies concerning executive retirement as in effect on Annex I attached hereto.September 1, 2000; or (b) If a The Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder as of the date of the Termination of Relationship occurs Service, if the Executive is Terminated Without Cause or the Executive Resigns for Good Reason at any time on or after March 31, 2022, but that date which is 90 days prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs Change in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.Control; or (c) If a Change The Executive shall become fully vested in Control occurs prior to March 31, 2022, all of the Committee shall determine the number shares of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following Restricted Stock awarded hereunder upon the occurrence of a Change in ControlControl and the obligations of IMCO under this Agreement with respect to the Award are not fully assumed or replaced by equivalent substitute award(s), any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited.as more fully described in paragraph 7 below; or (d) Except as otherwise provided If in connection with a Change of Control the obligations of IMCO under this Section 3Agreement with respect to the Award are assumed or equivalent substitute award(s) are granted in lieu thereof, but a subsequent Change in Control occurs before the expiration of the Restriction Period, then effective upon such subsequent Change in Control, the RSUs Executive shall cease vesting as become fully vested in all of the date shares of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs Restricted Stock awarded hereunder, as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, more fully described in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedparagraph 7 below.

Vesting. (a) Subject The RSUs shall vest in accordance with the vesting schedule set forth in the Notice of Grant (the "Vesting Schedule"). Upon the vesting of RSUs, the Company will deliver to the Grantee’s continued employment or other service relationship with Recipient, for each RSU that becomes vested, one share of Common Stock, subject, in the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as case of the Determination Date according shares of Common Stock delivered in respect of the RSUs that vest on the Vesting Start Date, to Section 4(b) and subject, in all cases, to the provisions set forth on Annex I attached heretopayment of any taxes pursuant to Section 7. The Common Stock will be delivered to the Recipient as soon as practicable following each vesting date, but in any event within 30 days of such date. (b) If a Termination of Relationship occurs after March 31Notwithstanding the foregoing, 2022if, but within the period beginning on the date that is nine months prior to the Determination Datedate on which a Change in Control is consummated (provided that negotiations relating to the Change in Control are ongoing at the time the Recipient's employment is terminated) and ending on the second anniversary of the date on which the Change in Control is consummated, the Recipient's employment is terminated by the Company without Cause or by the Recipient for Good Reason, then all remaining unvested RSUs shall become fully vested and free from all forfeiture restrictions as of the later of (i) the consummation of the Change in Control and (ii) the date of termination. For purposes of the preceding sentence, it is understood that if the date of termination occurs before the consummation of the Change in Control, the RSUs shall remain eligible outstanding but shall not continue to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs vest in accordance with the preceding sentence, Vesting Table set forth in the Notice of Grant until such time as the Change in Control occurs and such unvested RSUs shall terminate and become null and void as expire upon the date that is nine months after employment ends if the Change in Control has not then occurred. Each of the Determination Date. terms "Change in Control", "Cause" and "Good Reason" shall have the meaning set forth in the Recipient's employment agreement with the Company dated August 11, 2017 (c) If the "Employment Agreement"). In addition, in the event the acquiring or succeeding corporation in a Change in Control occurs does not agree to assume the unvested RSUs as of immediately prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any or substitute substantially equivalent RSUs (other than for the Vested CIC unvested RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the then all remaining unvested RSUs shall cease vesting as become fully vested and free from all forfeiture restrictions immediately prior to the consummation of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, Change in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedControl.

Vesting. (ai) Subject The Holder shall become vested in all of the Restricted Shares as follows: 25% of the total number of Restricted Shares shall become vested on each of the first anniversary of the Effective Date (the “Initial Vesting Date”), and thereafter, 6.25% of the total number of Restricted Shares shall become vested on each quarterly anniversary after the Initial Vesting Date (each referred to as a “Vesting Date”), so that the Holder is vested in 100% of the Restricted Shares on the date which is four (4) years after the Effective Date (the “Final Vesting Date”); provided, however, that the Holder is in the continuous employ or service of the Company or one of its affiliates at all times from the Effective Date to the GranteeFinal Vesting Date, in order for 100% of the Restricted Shares to vest. The number of total Restricted Shares that become vested on the Initial Vesting Date or any Vesting Date thereafter shall be rounded down to the nearest whole share; provided, however, that with respect to the vesting increment that occurs on the Final Vesting Date, the number of Restricted Shares that become vested on such Vesting Date shall be rounded up to the nearest whole share. (ii) Unless the Holder’s continued employment employment, consulting or other service advisory relationship with the Company or one of its Subsidiaries through March 31affiliates has earlier terminated, 2022, a number of RSUs the vesting schedule set forth in Section 1(b)(i) shall become non-forfeitable be accelerated such that: (when a RSU becomes non-forfeitable, a “Vested RSU”A) as any portion of the Determination Date according to Restricted Shares that has not vested shall immediately vest upon the provisions set forth on Annex I attached hereto. occurrence of (bi) If a Termination the Holder’s total and permanent disability (within the meaning of Relationship occurs after March 31, 2022, but prior to Internal Revenue Code Section 22(e)(3) and as determined in good faith by the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as Company) or (ii) termination of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance Holder’s employment, consulting or advisory relationship with the preceding sentence, the RSUs shall terminate and become null and void Company as a result of the Determination Date.Holder’s death, and (B) 1. any portion of the Restricted Shares that has not vested shall immediately vest if (ci) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement)Plan) has occurred and (ii) the Holder has been terminated “Without Cause” within one year of the consummation of the Change in Control. For purposes of the foregoing, all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.“

Vesting. (aExcept as provided in Sections 2(b) Subject and 2(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2026 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2023 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2025 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, 2022, but prior 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 the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12(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 vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to the GranteeParticipant’s continued employment or other service relationship with not having a Termination of Relationship and except as otherwise set forth in Section 7 hereof, the Company or its Subsidiaries through March 31, 2022, a number of RSUs Options shall become non-forfeitable and exercisable (when a RSU becomes any Options that shall have become non-forfeitableforfeitable and exercisable pursuant to this Section 3, a the “Vested RSUOptions”) as of the Determination Date according to the provisions follows: (a) in such percentages as on such dates as set forth on Annex I attached hereto. the Certificate of Grant of this Award under “Vesting Schedule”; or (b) If in the event of a Termination of Relationship occurs after March 31as a result of the Participant’s death, 2022Disability, but prior to the Determination Dateor a Retirement with Notice (as defined below) (each, a “Special Termination”), the RSUs installment of Options scheduled to vest on the next Vesting Date immediately following such Special Termination shall remain eligible to immediately become Vested RSUs in accordance with Annex I as of Options, and the Determination Date. To the extent the RSUs do remaining Options which are not become then Vested RSUs in accordance with the preceding sentence, the RSUs Options shall terminate and become null and void as of the Determination Date.be forfeited; (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number event of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following i) the occurrence of a Change in Controlof Control and (ii) thereafter, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s a Termination of Relationship with of the Participant by the Company or any of its Subsidiaries Affiliates (or successors in interest) without Cause or by the Participant for any reason and no portion Good Reason that occurs prior to the second anniversary of the RSUs that are Change of Control, then each outstanding Option which has not theretofore become a Vested RSUs as Option pursuant to Section 4(a) shall become a Vested Option on the date of such time shall become Vested RSUs thereafter Termination of Relationship; or (i.e.d) except as otherwise provided above with respect to a Special Termination, the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences upon a Termination of Relationship for Cause any reason, the unvested portion of the Option (as defined in the Grantee’s Employment Agreement)i.e. , all RSUs then held by the Grantee (whether vested or unvestedthat portion which does not constitute Vested Options) shall immediately terminate and cease to be forfeitedoutstanding on the date the Termination of Relationship occurs and shall no longer be eligible to become Vested Options.

Vesting. (a) Subject to Sections 5 and 6 below, and pursuant to the Grantee’s continued employment or other service relationship with terms of this Agreement and the Plan (and as summarized 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 (each such term as defined below), subject to the Awardee being an employee of the Company or its Subsidiaries an Affiliate thereof through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) the Vesting Date. As soon as reasonably practicable following the end of the Determination Date according to Performance Period (but in no event later than thirty (30) days after the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as end of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022Performance Period), the Committee shall determine (such date of determination by the 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 Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), Restricted Shares subject hereto that have become vested and no longer subject to Restrictions as of the Grantee’s 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, and the Awardee shall have no further right or interest in or with respect to such Restricted Shares. Notwithstanding the foregoing, in the event that a Change of Control occurs prior to the end of the Performance Period and the Awardee remains in continued employment or other service relationship with the Company or its Subsidiaries through an Affiliate thereof until at least immediately prior to the consummation Change of such Change in Control. Following the occurrence of a Change in Control, a number of Restricted Shares equal to the product of (x) the number of then-outstanding Restricted Shares multiplied by (y) the Vesting Percentage calculated assuming that the MSCI Index Relative Performance for the Performance Period is attained at Target Level (as set forth on Exhibit A) (with any RSUs (other than fractional Restricted Share rounded as determined by the Vested CIC RSUsCompany) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting automatically become fully vested and no longer subject to Restrictions as of the date of the Grantee’s Termination such Change of Relationship with the Company or any Control. For purposes of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e.this Agreement, the portion of the RSUs that are not Vested RSUs following terms shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.have their respective meanings set forth below:

Vesting. (a) Subject The Unit Award shall become Vested on the basis of one Unit to one share of Common Stock only upon the Grantee’s continued employment Vesting Dates and the satisfaction of the performance criteria, if any, as set forth in this Section 3, 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 other service relationship with 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 or in its Subsidiaries through March 31sole discretion. No portion of any Award shall become Vested on the Vesting Date unless the Director is then, 2022and since the Grant Date has continuously been, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as Director of the Determination Date according to the provisions set forth on Annex I attached heretoCompany. (b) If a Termination of Relationship occurs after March 31Subject to subsections (c), 2022(d) and (e), but prior to the Determination Datebelow, the RSUs an Award shall remain eligible to become Vested RSUs in accordance with Annex I as based on the following schedule. First Anniversary of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as Grant Date 25% Second Anniversary of the Determination Date.Grant Date 25% Third Anniversary of Grant Date 25% Fourth Anniversary of Grant Date 25% (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following Upon the occurrence of a Change in Control, any RSUs (other the length of the Director’s service shall be deemed to be twelve months longer than the actual length, and Vested CIC RSUs) shares shall be distributed immediately be forfeitedprior to or coincident with the Change in Control; provided, however, that in no event shall such deemed time extension serve to increase the number of Vested shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (d) Except as otherwise provided in this Notwithstanding Section 33(b), if the service of the Director terminates by reason of death or disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), the RSUs shall cease vesting as length of the date of the GranteeDirector’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs service shall be forfeited immediately)deemed to be six months longer than the actual length; provided, thathowever, that in no event shall such deemed time extension serve to increase the number of Vested shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (e) Notwithstanding Section 3(b), in the event that the Grantee experiences Director has completed the full term of service as a Termination Director for which he or she was elected at an Annual Meeting of Relationship Stockholders of the Company, but is not standing for Cause re-election to a subsequent term as a Director at the Annual Meeting of Stockholders of the Company at which he or she would otherwise have been re-elected (as defined in the Grantee’s Employment Agreement“Retirement Meeting”), all RSUs then held any Award shares scheduled to vest on a date subsequent to the Retirement Meeting that is not later than the ninetieth (90th) day following the Retirement Meeting date shall become Vested shares as of the date immediately preceding such Retirement Meeting; provided, however, that in no event shall such deemed time extension serve to increase the number of Vested Shares to more than the number of shares of Common Stock equal to that number of Units which have been awarded under this Agreement. (f) In the event that the Director’s tenure as a member of the Company’s Board of Directors terminates prior to a Vesting Date for any reason other than as set forth in this Section 3, including without limitation termination by the Grantee (whether vested Company or unvested) shall immediately the Company Group, any portion of the Award that has not then become Vested will be forfeitedforfeited automatically.

Vesting. (a) Subject to the GranteeParticipant’s continued employment or other service relationship with as an Employee of the Company or its Subsidiaries through March 31Company, 2022, a number of the RSUs shall vest and become non-forfeitable with respect to one-third (when a RSU becomes non-forfeitable, a “Vested RSU”1/3) as of the Determination RSUs initially granted hereunder on each of (i) the first anniversary of the Grant Date, (ii) the second anniversary of the Grant Date, and (iii) the third anniversary of the Grant Date according to the provisions set forth on Annex I attached hereto(pro-rata vesting). (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination DateOnce vested, the RSUs shall remain eligible be paid to Participant in Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date. (c) Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, such fractional Shares shall not be deemed vested hereunder but shall instead only vest and become Vested RSUs in accordance with Annex I non-forfeitable when such fractional Shares aggregate whole Shares. (d) If the Participant’s service as an Employee of the Determination Date. To Company is terminated for any reason other than due to the Participant’s death or Disability, or due to Participant’s Retirement (as defined below), the RSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (e) In the event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Participant within the first year following the Grant Date of this Agreement, Participant shall be entitled to vest in the RSUs 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 become Vested RSUs vest in accordance with the preceding sentence, sentence shall be forfeited and cancelled automatically at the RSUs shall terminate and become null and void as time of the Determination DateParticipant’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. (cf) If a Change For purposes of this Agreement, “Retirement” shall mean Participant’s termination of employment for any reason (other than for Misconduct as defined in Control occurs prior Appendix A to March 31, 2022, the Committee shall determine the number this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other continuous service relationship with 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 Subsidiaries through sole discretion, that Participant has violated any of the consummation of such Change Obligations in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in Appendix A to this Section 3Agreement, the Participant shall not be deemed to be eligible for Retirement and all RSUs that have not been settled shall cease vesting be forfeited effective as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedviolation first occurred.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs The Restricted Stock Units shall become non-forfeitable vested and nonforfeitable in three equal installments on each of the first, second, and third anniversaries of the Grant Date (when a RSU becomes non-forfeitableeach such date, a “Vested RSUVesting Date”) ), so long as the Grantee continues to be a member of the Determination Date according Board through each such Vesting Date. Subject to acceleration of vesting pursuant to Section 2(b) below, upon any cessation of service by the provisions set forth on Annex I attached heretoGrantee as a member of the Board prior to any Vesting Date(s), the Grantee shall forfeit any rights to vest in any then unvested Restricted Stock Units. (b) If Notwithstanding the foregoing, (i) if the Grantee ceases to be a Termination member of Relationship occurs after March 31the Board due to the Grantee’s death or Disability (as defined below), 2022, but then that 33 1/3% portion of the Restricted Stock Units that would have become vested and nonforfeitable on the next Vesting Date if the Grantee had remained a member of the Board through such date will become vested and nonforfeitable upon such death or Disability (and any remaining unvested Restricted Stock Units shall be immediately forfeited); and (ii) the Restricted Stock Units shall become immediately vested and nonforfeitable as to 100% of the shares of Common Stock subject to such Restricted Stock Units immediately prior to a Change in Control (but only to the Determination Date, extent such Restricted Stock Units have not otherwise terminated or become vested and nonforfeitable) so long as the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as Grantee is a member of the Determination Date. To Board through the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as date of the Determination DateChange in Control. (c) If a Change in Control occurs prior to March 31For the purposes of this Agreement, 2022, Disability shall have the Committee shall determine meaning as provided under Section 409A(a)(2)(C)(i) of the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeitedCode. (d) Except as otherwise provided in the following sentence, for purposes of this Section 3Agreement, a Change in Control shall have the RSUs shall cease vesting meaning as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, provided in the Plan. In the event that the Grantee experiences has elected to defer receipt of any RSU Shares as provided under Section 3(a) below, for purposes of this Agreement, a Termination of Relationship for Cause Change in Control (as defined in the Grantee’s Employment Agreement), all RSUs then held by Plan) will be deemed to have occurred with respect to the Grantee (whether vested only if an event relating to the Change in Control constitutes a change in ownership or unvested) shall immediately be forfeitedeffective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. Section 1.409A-3(i)(5).

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32(b) below, the RSUs Restricted Stock Units shall cease vesting become vested and nonforfeitable on the first anniversary of the Grant Date (the “Vesting Date”), so long as the Grantee continues to serve as the Chairman of the Board through the Vesting Date. If the Grantee’s service on the Board or as the Chairman of the Board terminates prior to the Vesting Date and Section 2(b) does not apply or has not applied, or to the extent Section 2(b) cannot apply, then all unvested Restricted Stock Units at the date of such termination of service on the Board or as the Chairman of the Board shall be automatically forfeited to the Company and canceled. (b) Notwithstanding Section 2(a) above, to the extent the Restricted Stock Units have not previously terminated, been forfeited or become vested and nonforfeitable: (i) if the Grantee ceases to serve as the Chairman of the Board due to the Grantee’s death or Disability (as defined below), then 100% of the Restricted Stock Units that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained the Chairman of the Board through such date will become vested and nonforfeitable upon such death or Disability; (ii) if the Grantee ceases to serve as the Chairman of the Board due to his removal from such Chairman position by the Board for any reason or for no reason ​ or due to his failure to be re-elected to the Board by the shareholders of the Company (in each case, a “Termination Event”), then a Pro-Rata Portion of the Restricted Stock Units (rounded to the nearest whole share) that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained the Chairman of the Board through such date shall become vested and nonforfeitable as of the last day of service in such Chairman position and all remaining Restricted Stock Units shall be automatically forfeited to the Company and canceled; and (iii) 100% of the unvested Restricted Stock Units shall become immediately vested and nonforfeitable so long as the Grantee serves as the Chairman of the Board up to the date of the Grantee’s Termination Change in Control. (c) For the purposes of Relationship with this Agreement, Disability shall have the Company or any of its Subsidiaries for any reason and no portion meaning as provided under Section 409A(a)(2)(C)(i) of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedCode.

Vesting. (a) Subject to the GranteeDirector’s continued employment or other service relationship with on the Board of Directors of the Company, except as otherwise provided below, 100% of the RSUs shall vest on the earlier of the first anniversary of the Date of Grant and the date of the next annual general meeting of shareholders of the Company or its Subsidiaries through March 31, 2022, a number after the Date of RSUs shall become non-forfeitable Grant (when a RSU becomes non-forfeitable, a the “Vested RSUVesting Date”) as of the Determination Date according to the provisions set forth on Annex I attached hereto). (b) If a Termination Except as set forth in Section 2(c) below, if the Director’s service on the Board of Relationship occurs after March 31, 2022, but Directors of the Company is terminated for any reason prior to the Determination Vesting Date, then all rights of the Director with respect to RSUs shall remain eligible to become Vested RSUs in accordance with Annex I that have not vested as of the Determination Date. To date of termination shall immediately terminate without notice and without any compensation; provided, that upon the extent violation by the RSUs do not become Vested RSUs in accordance with Director of any provision of the preceding sentencePlan or this RSU Agreement, the RSUs shall terminate and become null and void effective as of the Determination Datedate of such violation (rather than the date on which such violation comes to the attention of the Company) and the Director shall be required to return to the Company the shares of Common Stock in respect of vested RSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested RSUs as of the date of the Director’s termination of service on the Company’s Board of Directors. Any such unvested RSUs terminated pursuant to this Section 2(b) shall be forfeited without payment of any consideration, and neither the Director nor any of the Director’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs. (c) If the Director’s service on the Board of Directors of the Company is terminated in connection with a Change of Control, then all unvested RSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination in Control occurs prior accordance with Section 3 below. Subject, and in addition, to March 31the foregoing, 2022, if the Committee shall determine the number of Vested RSUs based Director’s service on the special rules set forth on Annex I Company’s Board of Directors is terminated due to the Director’s death, or at the request of the Company’s Board of Directors (and not under circumstances where the “Vested CIC RSUs”Director is a Bad Leaver), subject to then the Grantee’s continued employment or other service relationship with RSUs shall immediately become vested and shall be settled as soon as practicable after the Company or its Subsidiaries through the consummation date of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeitedtermination. (d) Except as otherwise provided in For the purposes of this Section 3RSU Agreement, the RSUs shall cease vesting as and notwithstanding any provision of the date of Plan to the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.contrary:

Vesting. (a) This award of Restricted Stock shall vest [vesting schedule varies by award]. The restrictions set forth in this paragraph shall apply to Restricted Stock until the Restricted Stock vests. Subject to the Grantee’s continued employment provisions of this Restricted Stock Agreement, the grant of Restricted Stock may not be revoked. The Employee shall not have a beneficial ownership interest in, or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as any of the Determination Date according rights and privileges of a stockholder as to, such Restricted Stock, including the right to receive dividends and the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior right to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs vote such Restricted Stock until such Restricted Stock vests in accordance with the preceding sentenceterms of this Restricted Stock Agreement. An account established by the Company on behalf of the Employee shall be credited with the amount of all dividends that would have been paid on the shares of Restricted Stock if such shares were actually held by the Employee (“Dividend Equivalents”). Notwithstanding the foregoing, the RSUs Employee shall not be entitled to delivery of the stock certificate or Dividend Equivalents on the Restricted Stock until the shares have vested; the Restricted Stock may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of until vested; all of the unvested Restricted Stock shall be forfeited and all rights of the Employee to such unvested Restricted Stock shall terminate and become null and void as without further obligation on the part of the Determination Date. (c) If Company under the circumstances set forth in the next paragraph; and all unvested Restricted Stock shall vest under the circumstances set forth in the next paragraph. Any unvested portion of the award of Restricted Stock will become fully earned, vested and distributable in the event a Change Employee dies or becomes permanently and totally disabled. In order to earn and vest in Control occurs prior to March 31, 2022the award of Restricted Stock, the Committee shall determine Employee must at the number time of Vested RSUs based on vesting either (i) remain employed as an active, regular, full-time employee through the special rules set forth on Annex I vesting date, (ii) have retired at age 55 or older; (iii) qualify for severance under the “Vested CIC RSUs”)▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ & CO. ▇▇▇▇▇▇▇▇▇ PAY PLAN, subject to the Grantee’s continued employment or other service relationship with (iv) have been terminated by the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion other than for cause. Termination “for cause” shall include a termination based on management’s determination that the Employee has: • Committed any dishonest or fraudulent act to the detriment of the RSUs that are not Vested RSUs as Company; • Been convicted of such time shall become Vested RSUs thereafter (i.e., any felony or crime involving moral turpitude; • Been insubordinate; • Failed to perform his or her duties to the portion expectation of management; • Violated any policy or procedure established by management; or • Lost any professional licenses required for the performance of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the GranteeEmployee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedduties.

Vesting. (a) Subject The Restricted Stock granted to the GranteeNon-Employee Director shall vest and become nonforfeitable immediately on the Grant Date as to 50% of the Restricted Stock and, subject to the Non-Employee Director’s continued employment or other continuous service relationship with as a member of the Company or its Subsidiaries through March 31Board of the Company, 2022, a number the remaining 50% of RSUs the Restricted Stock shall vest and become non-forfeitable nonforfeitable on the first anniversary of the Grant Date (when a RSU becomes non-forfeitable, each a “Vested RSURestricted Stock Vesting Date”) as ). In the event the above vesting schedule results in the vesting of the Determination Date according to the provisions set forth on Annex I attached heretoany fractional share of Common Stock, such fractional share of Common Stock shall not be deemed vested hereunder but shall vest and become nonforfeitable when such fractional share of Common Stock aggregates a whole share of Common Stock. (b) If the Non-Employee Director’s service as a Termination member of Relationship occurs after March 31the Board terminates for any reason (other than death or disability (as determined by the Board Committee)) including as a result of the Non-Employee Director’s failure to be renominated or reelected as a director, 2022then the Restricted Stock, but prior to the Determination Dateextent not then vested, shall be forfeited by the RSUs shall remain eligible Non-Employee Director to become Vested RSUs in accordance with Annex I as the Company without consideration; provided, however, that if the Non-Employee Director’s continued service terminates because of the Determination Date. To Non-Employee Director’s death or disability (as determined by the Board Committee), then the Restricted Stock, to the extent the RSUs do not then vested and not previously forfeited, shall immediately become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Datefully vested. (c) If Notwithstanding any other provision of this Agreement to the contrary, in the event that a Change in Control occurs shall occur prior to March 31the date that all of the Restricted Stock is vested, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject then to the Grantee’s continued employment or other service relationship with extent not previously forfeited all of the Company or its Subsidiaries through unvested Restricted Stock shall vest effective upon the consummation date of such the Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in In the event that any calendar date on which vesting is purportedly scheduled pursuant to the Grantee experiences terms of Section 2 is not a Termination of Relationship Business Day, the vesting shall automatically be delayed until the first Business Day following that calendar date. “Business Day” means a date on which commercial banks in New York, New York are open for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedgeneral business.

Vesting. (a) Subject to During the Grantee’s continued employment or other period of time that the Grantee remains in the continuous service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date Company, the Option shall vest according to the provisions set forth on Annex I attached hereto. following schedule: • Equal monthly vesting over 12 months THIS AGREEMENT SHALL BE VOID IF IT HAS NOT BEEN EXECUTED AND RETURNED TO THE COMPANY WITHIN 30 DAYS AFTER THE DATE OF GRANT. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES UNDERLYING THIS OPTION AGREEMENT MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SUCH SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION SHALL HAVE BEEN REGISTERED UNDER SAID ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR UNTIL THE COMPANY SHALL HAVE RECEIVED A LEGAL OPINION SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT SUCH SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION. G▇▇▇▇▇▇ ▇▇▇▇▇▇ AGREES THAT ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE COMPANY AND ITS ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE PLAN. This Stock Option Award Agreement (bthis "Agreement") If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting is made as of the date of grant on the cover page hereof (the "Date of Grant") by and between MAIA Biotechnology, Inc., a Delaware corporation (the "Company"), and the recipient named on the cover page hereto (the "Grantee’s Termination of Relationship with "). Capitalized terms used but not otherwise defined herein shall have the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, meanings ascribed to them in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedPlan.

Vesting. (a) This award of Restricted Stock shall vest on May 15, 2011. The restrictions set forth in this paragraph shall apply to Restricted Stock until the Restricted Stock vests. Subject to the Grantee’s continued employment provisions of this Restricted Stock Agreement, the grant of Restricted Stock may not be revoked. The Employee shall not have a beneficial ownership interest in, or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as any of the Determination Date according rights and privileges of a stockholder as to, the Restricted Stock, including the right to receive dividends and the right to vote such Restricted Stock until such Restricted Stock vests and is issued and transferred to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs Employee in accordance with the preceding sentence, terms of this Restricted Stock Agreement. An account established by the RSUs shall terminate and become null and void as Company on behalf of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, Employee shall be credited with the Committee shall determine the number amount of Vested RSUs based all dividends that would have been paid on the special rules set forth on Annex I shares of Restricted Stock if such shares were actually held by the Employee (the “Vested CIC RSUsDividend Equivalents”), . Such Dividend Equivalents shall be subject to the Grantee’s continued employment same vesting conditions applicable to the Restricted Stock to which they relate, and upon the vesting of a share of Restricted Stock, the Dividend Equivalents related to such share shall be paid to the Employee in cash, without earnings thereon. Notwithstanding the foregoing, the Employee shall not be entitled to delivery of the stock certificate representing the shares of Common Stock subject to the Restricted Stock award or other service relationship with to the Dividend Equivalents related to such shares until the shares have vested; the Restricted Stock may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of until vested; all of the unvested Restricted Stock shall be forfeited and all rights of the Employee to such unvested Restricted Stock shall terminate without further obligation on the part of the Company under the circumstances set forth in the next paragraph; and all unvested Restricted Stock shall vest under the circumstances set forth in the next paragraph. In order to earn and vest in the award of Restricted Stock, the Employee must at the time of vesting either (i) remain employed as an active, regular, full-time employee of the Company or one of its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Controlapplicable vesting date, any RSUs or (other than the Vested CIC RSUsii) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with have been terminated by the Company or any of its Subsidiaries prior to such vesting date for any reason and no other than for cause; provided that any unvested portion of the RSUs that are not Vested RSUs as award of such time shall Restricted Stock will become Vested RSUs thereafter (i.e.fully earned, the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, vested and distributable in the event the Employee dies or becomes permanently and totally disabled. For purposes of this Agreement, a termination “for cause” shall include a termination based on management’s determination that the Grantee experiences Employee has: • Committed any dishonest or fraudulent act to the detriment of the Company; • Been convicted (including a Termination plea of Relationship guilty or nolo contendere) of any felony or crime involving moral turpitude; • Been insubordinate; • Failed to perform his or her duties to the expectation of management; • Violated any policy or procedure established by management including but not limited to the Company’s Code of Business Conduct and Ethics; or • Lost any professional licenses required for Cause (as defined in the Granteeperformance of the Employee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedduties.

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) Subject of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall become vested on the Vesting Date; provided that the Grantee continues to hold on the Vesting Date, in Grantee’s continued employment or other service relationship with name, all of the SHIP Shares received by Grantee from the Company or its Subsidiaries through March 31under the Plan on ________, 202220__ (the “SHIP Restriction”). On the Vesting Date, a number and upon the satisfaction of RSUs shall the SHIP Restriction and any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become non-forfeitable Vested RSU Dividend Equivalents (when a “Unpaid RSU becomes non-forfeitable, a “Vested RSUDividend 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 the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a given date if his or her Termination of Relationship occurs Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after March 31, 2022, but the Grant Date and prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I Vesting Date (the “Vested CIC RSUs”), subject to the Grantee’s continued employment vesting or other service relationship with the Company or its Subsidiaries through the consummation forfeiture of such Change Restricted Share Units to be governed instead by Section 6). In addition, in Control. Following the occurrence of a Change event the Grantee is suspended (with or without compensation) or is otherwise not in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship good standing with the Company or any of its Subsidiaries for any reason and no portion Subsidiary as determined by the Company’s General Counsel due to an alleged violation of the RSUs that are not Vested RSUs as Company’s Code of such time shall become Vested RSUs thereafter Business Conduct, applicable law or other misconduct (i.e.a “Suspension Event”), the portion Company has the right to suspend the vesting of the RSUs that are not Vested RSUs shall be forfeited immediatelyRestricted 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”); provided. If the Suspension Event has occurred and prior to the Recovery Date, that, in the event that the Grantee experiences a Termination dies, is disabled or is terminated without cause, then the provisions of Relationship 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 (as defined in cause prior to the Grantee’s Employment Agreement)Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of the Suspension Event, all RSUs then held unless otherwise agreed by the Grantee (whether vested or unvested) shall immediately be forfeitedCompany.

Vesting. (a) Subject Unless the Committee otherwise determines in its sole discretion, subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs earlier vesting in accordance with Annex I as Section 6 of this Agreement or Section 11.1(b) of the Determination Date. To Plan and subject to the extent last paragraph of this Section 5, the RSUs do not Restricted Share Units shall become Vested RSUs vested in accordance with the preceding sentence, following schedule (each date specified below being a Vesting Date): Please refer to the RSUs shall terminate and become null and void as website of the Determination Date. 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 (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based click on the special rules set forth on Annex I (specific Grant Name or Grant ID in the “Vested CIC RSUs”Portfolio/Account Summary View). On each Vesting Date, subject and upon the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Grantee’s continued employment 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 other service relationship with the Company without compensation) or its Subsidiaries through the consummation of such Change is otherwise not in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship good standing with the Company or any of its Subsidiaries for any reason and no portion Subsidiary as determined by the Company’s Chief Legal Officer due to an alleged violation of the RSUs that are not Vested RSUs as Company’s Code of such time shall become Vested RSUs thereafter Conduct, applicable law or other misconduct (i.e.a “Suspension Event”), the portion Company has the right to suspend the vesting of the RSUs that are not Vested RSUs shall be forfeited immediatelyRestricted 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”); provided. If the Suspension Event has occurred and prior to the Recovery Date, that, in the event that the Grantee experiences a Termination dies, becomes Disabled or is terminated without Cause or terminates for Good Reason, then the provisions of Relationship 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 (as defined in prior to the Grantee’s Employment Agreement)Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of the Suspension Event, all RSUs then held unless otherwise agreed by the Grantee (whether vested or unvested) shall immediately be forfeitedCompany.

Vesting. (a) Subject 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 GranteeVesting Date. For example, Phantom Units that are credited to a Participant’s continued employment Unit Account in 2013 will vest on December 15, 2015 provided that the Participant is continuously employed by, or other service relationship with continuously provides services to, the Company Employer from the date that such Phantom Units are credited to his or its Subsidiaries through March 31her Phantom Unit Account until December 15, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto2015. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3Agreement, if the Participant terminates employment or service with the Employer prior to the Vesting Date, the RSUs Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of such Vesting Date shall cease vesting 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 GranteeParticipant’s Termination termination of Relationship employment or service with the Company Employer on account of death or any of its Subsidiaries for any reason and no portion of Disability. (c) If the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., Participant’s employment or service is terminated by the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Employer without Cause (as defined in the GranteePlan) prior to the Vesting Date, the Deferral Units credited to the Participant’s Employment AgreementPhantom 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), all RSUs then held 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 Grantee (whether Employer for Cause or voluntary separation by the Employee, any Phantom Units credited to the Participant’s Phantom Unit Account that have not vested or unvested) as of such date shall immediately be forfeitedterminate and become null and void.

Vesting. (a) Subject to the GranteeNon-Employee Director’s continued employment or other continuous service relationship with as a member of the Company or its Subsidiaries through March 31Board of the Company, 2022, a number the Restricted Stock granted to the Non-Employee Director shall vest and become nonforfeitable as to the percentage of RSUs shall become non-forfeitable the Restricted Stock indicated on the dates specified below (when a RSU becomes non-forfeitable, each a “Vested RSURestricted Stock Vesting Date”) as ): First Anniversary of Grant Date 25 % Second Anniversary of Grant Date 25 % Third Anniversary of Grant Date 25 % Fourth Anniversary of Grant Date 25 % In the Determination Date according to event the provisions set forth on Annex I attached heretoabove vesting schedule results in the vesting of any fractional share of Common Stock, such fractional share of Common Stock shall not be deemed vested hereunder but shall vest and become nonforfeitable when such fractional share of Common Stock aggregates a whole share of Common Stock. (b) If the Non-Employee Director’s service as a Termination member of Relationship occurs after March 31the Board terminates for any reason (other than death or disability (as determined by the Board Committee)), 2022including as a result of the Non-Employee Director’s failure to be renominated or reelected as a director, but prior then the Restricted Stock, to the Determination Dateextent not then vested, shall be forfeited by the RSUs shall remain eligible Non-Employee Director to become Vested RSUs in accordance with Annex I as the Company without consideration; provided, however, that if the Non-Employee Director’s continued service terminates because of the Determination Date. To Non-Employee Director’s death or disability (as determined by the Board Committee), then the Restricted Stock, to the extent the RSUs do not then vested and not previously forfeited, shall immediately become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Datefully vested. (c) If Notwithstanding any other provision of this Agreement to the contrary, in the event that a Change in Control occurs shall occur prior to March 31the date that all of the Restricted Stock is vested, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject then to the Grantee’s continued employment or other service relationship with extent not previously forfeited all of the Company or its Subsidiaries through unvested Restricted Stock shall vest effective upon the consummation date of such the Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in In the event that any calendar date on which vesting is purportedly scheduled pursuant to the Grantee experiences terms of Section 2 is not a Termination of Relationship Business Day, the vesting shall automatically be delayed until the first Business Day following that calendar date. “Business Day” means a date on which commercial banks in New York, New York are open for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedgeneral business.

Vesting. The RSUs ultimately earned by the Employee will vest on the first trading day in April of the third year after the grant date (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance 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) Subject to the GranteeEmployee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto.death; (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.Employee's Disability; (c) If a Change in Control occurs prior to March 31, 2022, under which the Committee shall determine successor corporation does not assume the number Awards that remain outstanding under the Plan as of Vested RSUs based on the special rules set forth on Annex I (effective date of the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). Following the occurrence of For purposes herein, upon a Change in Control, any RSUs 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 (other than i) assumed or continued by the Vested CIC RSUssuccessor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall immediately be forfeited.subject to the Compensation Committee’s approval; or (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as an involuntary Termination of Employment of the date Employee's employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Grantee’s Termination Company occurs. For purposes of Relationship determining the amount of the resulting award in such an event, it will be assumed that the Company 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 employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or any after attaining age 62 and 10 Years of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedService.

Vesting. (a) Subject Unless the Plan Administrator otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 10.1(b) of the Plan, the Grantee will become vested as to that number of Restricted Stock Units (if any) that is equal to the Grantee’s continued employment fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of Restricted Stock Units that are subject to this Agreement, rounded down to the nearest whole number of such Restricted Stock Units on each of the Vesting Dates indicated on Schedule I hereto, and upon the satisfaction of any other service relationship applicable restrictions, terms and conditions of the Plan and this Agreement, any RSU Dividend Equivalents with respect to the Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Stock Unit”), one additional Restricted Stock Unit will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Stock Units (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole Restricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the application of this sentence and the following sentence. Any Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that vests pursuant to the preceding sentence will thereafter cease to be an Unvested Fractional Restricted Stock Unit. (b) Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Stock Units or related Unpaid RSU Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by the Company or its Subsidiaries through March 31(or, 2022, if the Grantee is a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as Nonemployee Director of the Determination Company, continuously serving in such capacity) from the Grant Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I through such date (the “Vested CIC RSUs”), subject to the Grantee’s continued employment vesting or other service relationship with the Company or its Subsidiaries through the consummation forfeiture of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately Restricted Stock Units and related Unpaid RSU Dividend Equivalents to be forfeitedgoverned instead by Section 6 hereof). (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to the GranteeParticipant’s continued employment or other service relationship with not having a Termination of Relationship and except as otherwise set forth in Section 7 hereof, the Company or its Subsidiaries through March 31, 2022, a number of RSUs Options shall become non-forfeitable and exercisable (when a RSU becomes any Options that shall have become non-forfeitableforfeitable and exercisable pursuant to this Section 3, a the “Vested RSUOptions”) as of the Determination Date according to the provisions follows: a. in such percentages as on such dates as set forth on Annex I attached hereto.the Certificate of Grant of this Award under “Vesting Schedule”; or (b) If b. in the event of a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as a result of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance Participant’s death, Disability, or Retirement (other than a “Retirement with the preceding sentenceNotice” as defined below) (each, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUsSpecial Termination”), subject the installment of Options scheduled to vest on the Granteenext Vesting Date immediately following such Special Termination shall immediately become Vested Options, and the remaining Options which are not then Vested Options shall be forfeited; c. upon a Termination of Relationship as a result of the Participant’s continued employment or other service relationship Retirement with Notice, any previously unvested Options shall remain outstanding and become Vested Options on the Company or its Subsidiaries through normal scheduled future Vesting Date(s); d. in the consummation event of such Change in Control. Following (i) the occurrence of a Change in Controlof Control and (ii) thereafter, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s a Termination of Relationship with of the Participant by the Company or any of its Subsidiaries Affiliates (or successors in interest) without Cause or by the Participant for any reason and no portion Good Reason that occurs prior to the second anniversary of the RSUs that are Change of Control, then each outstanding Option which has not theretofore become a Vested RSUs as Option pursuant to Section 4(a) shall become a Vested Option on the date of such time shall become Vested RSUs thereafter (i.e.Termination of Relationship; or e. except as otherwise provided above with respect to a Special Termination or Retirement with Notice, the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences upon a Termination of Relationship for Cause any reason, the unvested portion of the Option (as defined in the Grantee’s Employment Agreement)i.e. , all RSUs then held by the Grantee (whether vested or unvestedthat portion which does not constitute Vested Options) shall immediately terminate and cease to be forfeitedoutstanding on the date the Termination of Relationship occurs and shall no longer be eligible to become Vested Options.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as All of the Determination Date according Stock Units and shares of Stock issued pursuant to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but this Award prior to the Determination DateVesting Date (as defined below) shall be subject to time-based vesting, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as 100% of the Determination Date. To Stock Units earned pursuant to this Award and the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as shares of the Determination Date. (c) If a Change in Control occurs prior Stock issued or issuable pursuant to March this Award vesting on December 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I 2019 (the “Vested CIC RSUsVesting Date”), subject to the Grantee’s continued employment or other service relationship with the Company (or its Subsidiaries a Company Affiliate) through such vesting date. All shares of Stock issued pursuant to this Award after the consummation Vesting Date shall be fully vested upon issuance. Except as provided in Sections 3(b) and 3(c) below, if at any time the Grantee shall cease to be an employee of such Change in Control. Following the occurrence of Company or a Change in Control, Company Affiliate for any RSUs reason (other than in circumstances where the Vested CIC RSUs) Grantee immediately thereafter remains or becomes an employee of the Company or a Company Affiliate), then the Stock Units and shares of Stock issued pursuant to this Award that remain unvested at such time shall automatically and immediately be forfeitedforfeited by the Grantee without consideration therefor. (db) Except as otherwise provided in this Section 3, If the RSUs Grantee shall cease vesting to be an employee of the Company or a Company Affiliate (other than in circumstances where the Grantee immediately thereafter remains or becomes an employee of a Company Affiliate) in circumstances that constitute a Terminating Event, any then unvested Stock Units or shares of Stock issued pursuant to this Award will not be forfeited and such Stock Units or shares of Stock issued pursuant to this Award will be fully time-vested as of the date of such Terminating Event. Any shares of Stock issued pursuant to this Award with respect to Stock Units that vested pursuant to this Section 3(b) will be fully time-vested upon issuance. (c) In the event the Grantee shall cease to be an employee of the Company or a Company Affiliate (other than in circumstances where the Grantee immediately thereafter remains or becomes an employee of a Company Affiliate) as a result of the Grantee’s Termination change in status from an Employee to a Director or Consultant, then, unless otherwise required by law, the Administrator may, on or prior to the date on which such change in status occurs, permit the Grantee to continue to time-vest in any then unvested Stock Units or shares of Relationship with Stock issued pursuant to this Award based on the Grantee’s continued service as a Director or Consultant, in which case, unless otherwise provided by the Administrator, the Grantee ceasing to serve as a Director or Consultant will be treated in the same manner as Grantee ceasing to be an Employee of the Company or any a Company Affiliate for purposes of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment this Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) 3.1 Except as otherwise provided in this Section 3, the RSUs Restricted Shares subject to this grant shall cease become unrestricted and vested 100% on the fourth anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiaries or Affiliates. 3.2 Except as otherwise provided in this Section 3, if the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates for any reason prior to the vesting of all or any portion of the Restricted Shares awarded under this Agreement, such unvested portion of the Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such shares of Restricted Stock. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s Disability, any unvested Restricted Shares shall continue to vest on a regular schedule during the period of Disability regardless of a termination event. For purposes of this Agreement, “Disability,” if the Participant is a party to an employment agreement, shall have the same meaning as in such employment agreement, otherwise, “Disability” shall mean any physical or mental disability which is 3.4 determined to be total and permanent by a doctor selected in good faith by the Company or the relevant Subsidiary or Affiliate. 3.5 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s death, any unvested Restricted Shares shall become vested as of the date of any such termination. 3.6 If the GranteeParticipant’s Termination of Relationship with employment is terminated by the Company or any of and/or its Subsidiaries or Affiliates, the Restricted Shares will become vested on a pro rata basis as defined herein if and only if the Participant is a Severance Eligible Participant; i.e., if the Participant is eligible for any reason and no portion severance from the Company under the terms of: (a) the Participant’s employment agreement (if any); or (b) the terms of an applicable Company separation pay plan in force at the time of the RSUs that are not Vested RSUs Participant’s termination. The Restricted Shares of Severance Eligible Participants shall vest as follows: 3.6.1 A pro rata amount of such time any unvested shares as described in Section 3.1 above shall become Vested RSUs thereafter vest in a percentage equal to: the number of full months in which the Participant was employed from the Grant Date to the Participant’s termination date, plus the number of full months in the Participant’s severance period (i.e., the number of months’ salary which constitute the Participant’s severance payments), divided by the number of full months between the Grant Date and the scheduled vesting date (see Attachment A for a sample calculation). The pro rata portion of the RSUs that are not Vested RSUs Restricted Shares shall be forfeited immediately); provided, that, vest immediately upon the Participant’s termination date. 3.7 Upon the occurrence of a Change in the event that the Grantee experiences a Termination of Relationship for Cause (Control as defined in the Grantee’s Employment Agreement)Plan, all RSUs then held any unvested Restricted Shares subject to this grant shall become unrestricted and vested immediately upon the Change in Control in accordance with Article X of the Plan, provided the Participant is employed by the Grantee (whether vested Company on the day prior to the Change in Control. 3.8 If the Participant's employer ceases to be an Affiliate or unvested) Subsidiary of the Company, that event shall immediately be forfeiteddeemed to constitute a termination of employment under Section 3.2 above.

Vesting. (aExcept as provided in Sections 2(b) Subject and 2(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2026 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2023 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2025 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, 2022, but prior 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 the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12(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 vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward, as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. A. The Participant shall have a nonforfeitable right to a portion of this Award (asuch portion, the vested portion) Subject only upon the dates described in this Section 2, 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 this Agreement and the Plan. B. This Award will become eligible to vest upon achievement of the Year CSPS revenue and earnings per share goals (“Performance Goals”), as adopted by the Compensation and Management Development Committee (the “CMDC”) on Date. The Performance Goals are specified in the Year Long-Term Incentive Program Overview for Executives (“LTI Overview”) which is incorporated in this document by reference. CSPSs that become eligible to vest are referred to as the “Eligible CSPSs.” In the event and to the Granteeextent that the Performance Goals are not satisfied, such Granted CSPSs shall not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of CSPSs will become eligible to vest. In no event shall the number of Eligible CSPSs exceed 200% of the number of Granted CSPSs. Eligible CSPSs will become vested in the following installments (the “Vesting Period”): One-third of the Eligible CSPSs shall vest on the later of one year from the Grant Date or the date of CMDC determination of the degree to which the performance criteria set forth above have been satisfied; an additional one-third of the Eligible CSPSs shall vest on 2nd Vesting Date; and an additional one-third of the Eligible CSPSs shall vest on 3rd Vesting Date. C. Except as otherwise provided in the Plan, upon termination of the Participant’s continued employment with the Company and its Affiliates for any reason, any portion of this Award that is not then vested will immediately terminate, except as follows: (1) any portion of this Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or other Disability will, to the extent not vested previously, become fully vested upon the later of the date of death or Disability or determination of the Eligible CSPSs based on the performance criteria set forth above and CMDC approval, even if such determination occurs following the date of death or Disability; and (2) any portion of this 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 CSPSs based on the performance criteria set forth above and CMDC approval for fifty percent (50%) of the number of Eligible CSPSs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible CSPSs 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 CSPSs of this Award. For the avoidance of doubt, Retirement means the Participant’s termination from the Company and its Affiliates after reaching age 55 with ten (10) full years of service relationship with the Company or its Subsidiaries through March 31Affiliates, 2022but not including any termination For Cause or any termination for insufficient performance, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of determined by the Determination Date according Company and its Affiliates. D. Notwithstanding anything herein to the provisions set forth on Annex I attached hereto. (b) If contrary, any portion of this Award held by a Termination of Relationship occurs after March 31, 2022, but Participant or a Participant’s permitted transferee immediately prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as cessation of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs Participant’s employment For Cause shall terminate and become null and void as at the commencement of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based business on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. (a) Subject to the GranteeOptionee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31each applicable vesting date (except as otherwise provided in this Section 4), 2022, a number of RSUs the Option shall become non-forfeitable (when a RSU the Option becomes non-forfeitable, a “Vested RSUOption”) and shall become exercisable according to the following provisions: (a) Twenty percent (20%) of the Tranche A Option shall become a Vested Option and shall become exercisable on each of the first five (5) anniversaries of the Grant Date; provided, however, that: (i) the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable upon a Change in Control, 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, (B) the Optionee’s death, serious illness or Disability or (C) any resignation by the Optionee for Good Reason, (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 Determination Date according date of such Termination of Relationship and shall remain outstanding pursuant to the provisions set forth of Section 8(a) with respect to the 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 date of the Termination of Relationship or, if no such anniversary date has yet occurred, the 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 Annex I attached heretothe date of the Change in Control. (b) 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 after March 31, 2022, but (x) prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following 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, (B) the Optionee’s death, serious illness or Disability or (C) any resignation by the Optionee for Good Reason, 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, (y) the Optionee’s death, serious illness or Disability or (z) any resignation by the Optionee for Good Reason, 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 RSUs 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) (other than after giving effect to this Section 4(c)(i)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested CIC RSUsOption in accordance with the foregoing provisions of this Section 4(c)(i) shall immediately be forfeitedremain 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) Except Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 34, the RSUs Option shall cease vesting as of the date of the GranteeOptionee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs Option that are is not a Vested RSUs Option as of such time shall become a Vested RSUs Option thereafter (i.e., the portion of the RSUs Option that are is not a Vested RSUs Option shall be forfeited immediately); provided, that, in the event that the Grantee Optionee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement)Cause, all RSUs Options then held by the Grantee Optionee (whether vested or unvested) shall immediately be forfeited.

Vesting. The RSUs will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter). 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) Subject to the GranteeEmployee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto.death; (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.Employee’s Disability; (c) If a Change in Control occurs prior to March 31, 2022, under which the Committee shall determine successor corporation does not assume the number Awards that remain outstanding under the Plan as of Vested RSUs based on the special rules set forth on Annex I (effective date of the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). Following the occurrence of For purposes herein, upon a Change in Control, any RSUs 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 (other than i) assumed or continued by the Vested CIC RSUssuccessor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall immediately be forfeited.subject to the Compensation Committee’s approval; or (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as an involuntary Termination of Employment of the date Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the GranteeCompany occurs. All RSUs will be forfeited upon termination of the Employee’s Termination of Relationship employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or any after attaining age 62 and 5 Years of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedService.

Vesting. (a) Subject a. The RSUs that are granted hereby shall be subject to the Grantee’s continued employment or other service relationship with Forfeiture Restrictions during the Company or its Subsidiaries through March 31, 2022, a number Period of RSUs Restriction. The Forfeiture Restrictions shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) lapse as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs that are awarded hereby in accordance with the preceding sentencefollowing schedule, provided that the Participant’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: b. Upon the lapse of the Forfeiture Restrictions with respect to the RSUs granted hereby the Company shall cause to be delivered to the Participant a stock certificate representing the Shares, and such Shares shall be transferable by the Participant (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable securities law). c. If the Participant ceases to be employed by the Company or an Affiliate for any reason before the applicable lapse date including due to the death or Disability of the Participant, the Forfeiture Restrictions then applicable to the RSUs shall terminate not lapse and become null and void as of all the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), then subject to the Grantee’s continued employment Forfeiture Restrictions shall be forfeited to the Company on the date the Participant ceases to be employed by the Company or an Affiliate. If the Participant breaches, before the applicable lapse date, any non-competition, confidentiality, restrictive covenant or other service relationship similar agreement with the Company or its Subsidiaries through to which the consummation of such Change in Control. Following Participant is subject, the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, Forfeiture Restrictions then applicable to the RSUs shall cease vesting as of not lapse and all the RSUs then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Participant breaches such agreement or covenant. d. Notwithstanding the foregoing provisions of this Section 4, if a Corporate Change (as defined by the GranteePlan) occurs and the Participant’s Termination of Relationship with employment is terminated by the Company or any an Affiliate without Cause or by the Participant for Good Reason, and the Participant’s date of its Subsidiaries for any reason and no portion termination occurs (or in the case of the RSUs that are not Vested RSUs as Participant’s termination of such time shall become Vested RSUs thereafter (i.e.employment for Good Reason, the portion of event giving rise to Good Reason occurs) within twelve (12) months following the RSUs that are not Vested Corporate Change, all unvested RSUs shall be forfeited immediately); provided, that, in automatically become 100% vested on the event that the Grantee experiences a Termination Participant’s ‘s date of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. (aExcept as provided in Sections 3(b) Subject and 3(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2024 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus #ᴅʟᴘ_MICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]_END Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2021 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2023 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, 2022, but prior 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 the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12 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 vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject The Restricted Stock Units shall vest, if at all, as provided in the Vesting Schedule set forth in this Agreement and the Plan, provided that vesting shall cease upon the termination of your Continuous Service. Notwithstanding the foregoing, in the event that you are subject to the Grantee’s continued employment Company's ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy (or other service relationship with any successor policy) and any Restricted Stock Units covered by your Award would vest (and underlying shares of Common Stock would therefore be deliverable to you) on a day (the "Original Vest Date") that does not occur during a "window period" applicable to you as determined by the Company or its Subsidiaries through March 31in accordance with such policy, 2022, a number then such units shall not vest (and such underlying shares of RSUs Common Stock shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”not be delivered) as on such Original Vest Date and shall instead vest and be delivered on the earliest to occur of the Determination Date according following: (i) the first day of the next "window period" applicable to you pursuant to such policy; (ii) your Involuntary Termination Without Cause (as defined in Section 2(b) below) after the provisions set forth on Annex I attached heretoOriginal Vest Date; or (iii) the day that is sixty (60) days after the Original Vest Date. (b) If a For purposes of this Agreement, "Involuntary Termination Without Cause" shall mean the Company's termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as your Continuous Service unless such termination was on account of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date following: (i) your commission of the Grantee’s Termination an act of Relationship dishonesty in connection with your responsibilities as an Employee or Consultant; (ii) your commission of a felony or any act of moral turpitude; (iii) you commit any willful or grossly negligent act that constitutes gross misconduct and/or injures, or is reasonably likely to injure, the Company or any Affiliate; or (iv) you willfully and materially violate (A) any written policies or procedures of the Company or any Affiliate, or (B) your obligations to the Company or any Affiliate. The determination that your Continuous Service was terminated due to an Involuntary Termination Without Cause shall be made by the Company in its Subsidiaries sole discretion. Any such determination by the Company for the purposes of this Agreement shall have no effect upon any determination of the rights or obligations of you or the Company for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedother purpose.

Vesting. The RSUs will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter). 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) Subject to the GranteeEmployee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto.death; (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.Employee’s Disability; (c) If a Change in Control occurs prior to March 31, 2022, under which the Committee shall determine successor corporation does not assume the number Awards that remain outstanding under the Plan as of Vested RSUs based on the special rules set forth on Annex I (effective date of the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). Following the occurrence of For purposes herein, upon a Change in Control, any RSUs 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 (other than i) assumed or continued by the Vested CIC RSUssuccessor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall immediately be forfeited.subject to the Compensation Committee’s approval; (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as an involuntary Termination of Employment of the date Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Grantee’s Company occurs; or (e) a voluntary Termination of Relationship Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. 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 any after attaining age 62 and 5 Years of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedService.

Vesting. ​ (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32(b) below, the RSUs Restricted Stock Units shall cease vesting become vested and nonforfeitable on the first anniversary of the Grant Date (the “Vesting Date”), so long as the Grantee continues to serve as a member of the Board through the Vesting Date and the Restricted Stock Units have not been previously forfeited. (b) Notwithstanding Section 2(a) above, but subject to Section 2(e) of this Agreement, to the extent the Restricted Stock Units have not been previously terminated, been forfeited or become vested and nonforfeitable (i) if the Grantee ceases to serve as a member of the Board due to the Grantee’s death, Disability (as defined below) or voluntary departure from the Board other than a voluntary departure as contemplated under Section 2(e) of this Agreement, then 100% of the Restricted Stock Units that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained a member of the Board through such date will become vested and nonforfeitable upon such death, Disability or voluntary departure from the Board; and (ii) 100% of the unvested Restricted Stock Units shall become immediately vested and nonforfeitable immediately prior to a Change in Control so long as the Grantee serves as a member of the Board up to the date of the Grantee’s Termination Change in Control. ​ ​ (c) For the purposes of Relationship with this Agreement, Disability shall have the Company or any of its Subsidiaries for any reason and no portion meaning as provided under Section 409A(a)(2)(C)(i) of the RSUs that are not Vested RSUs as Code. (d) For purposes of such time shall become Vested RSUs thereafter (i.e.this Agreement, the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, a Change in the event that the Grantee experiences a Termination of Relationship for Cause Control (as defined in the Plan) will be deemed to have occurred with respect to the Grantee only if an event relating to the Change in Control constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. Section 1.409A-3(i)(5). ​ (e) Notwithstanding any other provision of this Agreement, if at the Company’s annual meeting of shareholders to be held on [date of applicable annual meeting] the Grantee does not receive at least a majority of votes cast in favor of the Grantee’s Employment Agreementre-election to the Company’s Board (a “Re-Election Failure”), all RSUs then held the Restricted Stock Units shall be forfeited immediately upon the acceptance by the Grantee (whether vested or unvested) Board of the Grantee’s resignation from the Board as a result of such Re-Election Failure; provided, however, that no such forfeiture shall immediately be forfeited.occur as a result of a Re-Election Failure if the Board determines to reject the Grantee’s resignation from the Board as a result of the Re-Election Failure. ​

Vesting. The RSUs ultimately earned by the Employee will vest on the first trading day in April of the third year after the grant date (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance 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) Subject to the GranteeEmployee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto.death; (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.Employee's Disability; (c) If a Change in Control occurs prior to March 31, 2022, under which the Committee shall determine successor corporation does not assume the number Awards that remain outstanding under the Plan as of Vested RSUs based on the special rules set forth on Annex I (effective date of the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). Following the occurrence of For purposes herein, upon a Change in Control, any RSUs 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 (other than i) assumed or continued by the Vested CIC RSUssuccessor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall immediately be forfeited.subject to the Compensation Committee’s approval; or (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as an involuntary Termination of Employment of the date Employee's employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Grantee’s Termination Company occurs. For purposes of Relationship determining the amount of the resulting award in such an event, it will be assumed that the Company 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 employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or any after attaining age 62 and 5 Years of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedService.

Vesting. (a) Subject The Class B Holders and the Company agree that, as of immediately prior to (but subject to) the Closing, all of the shares of Acquiror Class B Common Stock and Acquiror Common Stock issuable upon conversion of Acquiror Class B Common Stock in connection with the Closing held by the Class B Holders as of immediately prior to the Grantee’s continued employment or other service relationship with Closing (the Company or its Subsidiaries through March 31, 2022, a number of RSUs “SPAC Shares”) shall be unvested and shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according subject to the vesting and forfeiture provisions set forth in this Section 3 following the Closing (pro rata based on Annex I attached heretoeach Class B Holder’s relative ownership of SPAC Shares). (b) If a Termination of Relationship occurs after March 316,900,000 SPAC Shares, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as which represent 80% of the Determination Date. To outstanding SPAC Shares, shall vest (and shall not be subject to forfeiture) at the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination DateClosing. (c) If a Change in Control occurs prior to March 311,725,000 SPAC Shares, 2022, which represent 20% of the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I outstanding SPAC Shares (the “Vested CIC RSUsSPAC Vesting Shares”), shall vest (and shall not be subject to forfeiture) upon the Granteedate on which the Acquiror Common Stock’s continued employment volume weighted average price on the NASDAQ as reported by Bloomberg is greater than $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) consecutive trading day period during the Vesting Period. Any SPAC Vesting Shares that have not vested, pursuant to this Section 3(c) or other service relationship with Section 3(d), by the Company or its Subsidiaries through end of the consummation of such Change in Control. Following Vesting Period shall be deemed to be transferred by the occurrence of a Change in Control, forfeiting holder to the Acquiror without any RSUs (other than consideration and shall be cancelled by the Vested CIC RSUs) shall immediately be forfeitedAcquiror and cease to exist. (d) Except In the event that a Company Sale is consummated during the Vesting Period that will result in the holders of Acquiror Common Stock receiving a Company Sale Price equal to or in excess of $12.50 (as otherwise provided in this Section 3adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like), then immediately prior to the consummation of such Company Sale, to the extent it has not already occurred, the RSUs vesting condition set forth in Section 3(c) above shall cease vesting as of be deemed to have occurred (and such unvested SPAC Vesting Shares shall become vested) and the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as holders of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs SPAC Vesting Shares shall be forfeited immediately); provided, thateligible to participate in such Company Sale in the same manner as other holders of shares of Acquiror Common Stock. Notwithstanding anything to the contrary herein, in the event of any merger, sale, consolidation, business combination, recapitalization, capital stock exchange, tender offer, reorganization or other similar business transaction that does not constitute a Company Sale, any unvested SPAC Vesting Shares shall not be forfeited, shall remain outstanding, and shall remain subject to vesting as set forth in Section 3(c). (e) Each holder of SPAC Vesting Shares shall be responsible for making an election in accordance with Section 83(b) of the Grantee experiences a Termination Code in respect of Relationship for Cause its SPAC Vesting Shares. IT IS THE SOLE RESPONSIBILITY OF EACH SUCH HOLDER OF SPAC VESTING SHARES, AND NOT OF THE ACQUIROR OR SPONSOR (as defined in the Grantee’s Employment AgreementOR ANY OF THEIR AFFILIATES OR REPRESENTATIVES), all RSUs then held by the Grantee TO MAKE AN ELECTION UNDER SECTION 83(B) OF THE CODE, EVEN IF SUCH HOLDER REQUESTS THAT THE ACQUIROR OR SPONSOR (whether vested or unvestedOR ANY OF THEIR AFFILIATES OR REPRESENTATIVES) shall immediately be forfeitedASSIST IN MAKING SUCH ELECTION. EACH SUCH HOLDER THAT MAKES AN ELECTION UNDER SECTION 83(B) OF THE CODE WITH RESPECT TO SUCH SPAC VESTING SHARES SHALL PROVIDE A COPY OF SUCH ELECTION TO THE ACQUIROR ON OR BEFORE THE DUE DATE FOR MAKING SUCH ELECTION. (f) For purposes of this Section 3:

Vesting. The Restricted Units shall vest and become “Vested Units” as and to the extent provided for in this Section 3. (a) Subject The Restricted Units granted hereunder shall become Vested Units as follows: 1/4th of the Restricted Units shall become Vested Units on [DATE] [ONE YEAR FROM THE VESTING COMMENCEMENT DATE] (the “Initial Vesting Date”), and 1/48th of the Restricted Units shall become Vested Units on each monthly anniversary of the Initial Vesting Date (i.e., beginning on [DATE] and ending on [DATE]), in each case so long as each such vesting date is prior to the date of the termination of Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) Service Relationship except as of the Determination Date according to the provisions set forth on Annex I attached heretootherwise provided in this Section 3. (b) If a Termination of Relationship occurs after March 31, 2022, but Any Restricted Units granted hereunder that are not Vested Units immediately prior to the Determination Date, date of a Company Sale (as defined in the RSUs LLC Agreement) shall remain eligible to become Vested RSUs in accordance with Annex I as Units upon the date of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”)Company Sale, subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except date except as otherwise provided in Section 3(g) hereof. (c) For purposes of this Section 3, “Cause” (A) shall mean with respect to any Person that is engaged under, or party to, a written employment, services or equity incentive agreement with the RSUs Company (or any Subsidiary) which includes a definition of “for cause” or “Cause”, shall cease vesting be as of the date of defined in such agreement and otherwise, (B) shall mean (i) the Grantee’s Termination (A) plea of Relationship with guilty or nolo contendere to, or indictment for, any felony or (B) conviction of a crime involving moral turpitude that has had or could reasonably be expected to have a material adverse effect on the Company or any of its Subsidiaries (collectively, the “Company Group”), (ii) the Grantee’s commitment of an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against any member of the Company Group, (iii) the Grantee’s failure for any reason after ten (10) days written notice thereof to correct or cease any refusal or willful failure to comply with the lawful, reasonably appropriate requirement of the Company (or any Subsidiary), as communicated by the Chief Executive Officer of the Company or the Board in writing, (iv) the Grantee’s chronic absence from work other than for medical reasons, (v) the Grantee’s use of illegal drugs that has materially affected the performance of the Grantee’s duties, (vi) gross negligence or willful misconduct in the Grantee’s duties that has caused substantial injury to the Company (or any Subsidiary), or (vii) the Grantee’s breach of any material provision under this Award or any employment, independent contractor other agreement with respect to the Grantee’s Service Relationship, any agreement regarding confidentiality or assignment of intellectual rights to the Company (or any Subsidiary) in connection with such Service Relationship (each, a “Service Relationship Agreement”). For the avoidance of doubt, the occurrence of any event described in subsections (i) and no (ii) above shall be deemed to be incurable by the Grantee. (d) In the event that (i) the Grantee’s Service Relationship is terminated by the Company (or any Subsidiary) for Cause, or (ii) the Grantee violates the terms of this Award, the LLC Agreement or any other agreement governing his or her Service Relationship (any such event described in the foregoing clause (i) or (ii) hereof, a “Trigger Event”), then upon such event, (A) the Grantee shall automatically, and without any action being required on the part of the Company, forfeit that portion of the RSUs Restricted Units which are not at such time Vested Units and (B) for a period of four (4) months from the date of such Trigger Event, the Company shall have the option to purchase all or part of the Restricted Units that are Vested Units, at a price per Unit equal to $0.00. The Grantee hereby acknowledges that, inasmuch as the calculation of the actual damages that would be sustained by the Company as a result of a Trigger Event would be difficult, if not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e.impossible, to ascertain, estimate or determine, the portion forfeiture and/or repurchase of the RSUs Restricted Units pursuant to this Section 3(d) shall constitute liquidated damages in a reasonable amount for the harm caused by such Trigger Event. The Grantee agrees that are any such forfeiture and/or repurchase of the Restricted Units is compensation for damages and not Vested RSUs shall be forfeited immediately); provided, that, in a penalty. (e) In the event that the Grantee’s Service Relationship is terminated (i) due to the death or disability of the Grantee, (ii), by the Company (or any Subsidiary) without Cause or (iii) as a result of retirement or resignation of the Grantee experiences for any reason whatsoever, then upon such event, (A) the Grantee shall automatically, and without any action being required on the part of the Company, forfeit that portion of the Restricted Units which are not at such time Vested Units (subject to Section 3(g) below in case of a Termination termination in accordance with clause (i) hereof) and (B) for a period of Relationship for Cause four (4) months from the date of such event, the Company shall have the option to purchase all or part of the Restricted Units that are Vested Units, at a price per Unit equal to the Unit Fair Market Value of such Unit (as defined in the LLC Agreement) (the “Vested Unit Redemption Amount”). (f) If, within the three (3) month period following the termination of the Grantee’s Employment Service Relationship in accordance with clause (i) or (ii) of Section 3(e) (the “Tail Period”), the Company consummates a Company Sale, then (i) any portion of the Restricted Units that, at the time of such termination, were not Vested Units and did not otherwise become Vested Units following or as a result of such termination shall automatically be deemed Vested Units effective as of such Company Sale, and the Grantee shall be entitled to receive consideration with respect to such Vested Units in connection with such Company Sale; and (ii) to the extent the Company previously exercised its repurchase right in accordance with this Section 3, the Company shall pay to the Grantee the difference, if any, between the repurchase price paid to the Grantee and the amount the Grantee would have received for his or her Vested Units upon the Company Sale if the Company had not exercised its repurchase right; provided, that if a Company Sale is not consummated within the applicable Tail Period, then any remaining Restricted Units that are not Vested Units (after giving effect to the Vesting Credit) shall be immediately forfeited at the end of such Tail Period. For the avoidance of doubt, the Annual Compounding of the Participation Threshold shall continue to apply to the extent the Restricted Units remain outstanding during any Tail Period. (g) Notwithstanding the foregoing, the repurchase rights in this Section 3 shall terminate on the earlier to occur of (i) a Company Sale or (ii) a Qualified Public Offering. If the Company elects to repurchase Vested Units from the Grantee pursuant to this Section 3, the Company shall deliver written notice of its election to the Grantee (a “Repurchase Notice”). The Repurchase Notice shall set forth the number of Vested Units to be repurchased from the Grantee, the aggregate consideration to be paid for such Vested Units, and the time and place for the closing of the transaction. The closing of the repurchase of the Vested Units pursuant to the Repurchase Notice shall take place on the date designated by the Company in the Repurchase Notice. The Company may pay for the Vested Units to be purchased pursuant to the Repurchase Notice, at its election, by (i) check or (ii) wire transfer of immediately available funds. Notwithstanding the foregoing, to the extent the Board of Directors determines in its reasonable discretion that the terms of any agreement evidencing any indebtedness of the Company or any of its Subsidiaries would prohibit the Company from paying the entire amount of any Vested Unit Redemption Amount in cash during the four (4) month period after the applicable termination event, the Company shall have the right, but not the obligation, to pay all or any portion of such Vested Unit Redemption Amount (but only to the extent so prohibited) by executing and delivering to the Grantee an unsecured promissory note issued by the Company for the Vested Unit Redemption Amount. Such note shall mature on the earlier to occur of (i) the third anniversary of the date of such note and (ii) a Liquidation Event (as defined in the LLC Agreement), all RSUs then held the dissolution of the Company in accordance with Section 17.01 of the LLC Agreement or an initial Public Offering (as defined in the LLC Agreement). The principal amount of each such note shall be payable in equal annual installments, and the due date of the first installment shall be fixed by the Grantee Board of Directors no later than the first anniversary of the date of such note; provided, that to the extent the Board of Directors determines in its reasonable discretion that the terms of any agreement evidencing any indebtedness of the Company or any of its Subsidiaries would prohibit the Company from paying any installment (whether vested or unvestedany portion thereof) in cash on the original due date of such installment, such installment (or such portion thereof) shall immediately be forfeiteddeferred and shall become due and payable upon the due date of the next installment or, if applicable, upon the maturity of the note. Interest shall accrue on the outstanding principal balance of any such note from the date of such note until the date such principal amount is repaid at an annually compounded rate per annum equal to the lesser of (A) The Wall Street Journal prime rate or (B) the maximum rate permissible under applicable Law (as defined in the LLC Agreement); provided, further, that in no event shall the rate of interest be lower than the short-term Applicable Federal Rate, compounded semiannually, for the month in which the note is issued, and such interest shall be payable to the Grantee annually starting on the due date of the first installment. In connection with any such repurchase of Vested Units, the Company will be entitled to receive customary representations and warranties from the Grantee regarding the valid ownership of such Units, free of all liens and encumbrances (other than those arising under applicable securities Laws), and the Grantee’s authority, power and right to sell such Units without violating any other agreement. Any Vested Units repurchased by the Company under this Section 3 shall be deemed canceled and available for future issuance pursuant to the LLC Agreement.

Vesting. (a) Subject Restricted Shares that are granted hereby shall be subject to the Grantee’s continued employment or other service relationship with Forfeiture Restrictions. All of the Company or its Subsidiaries through March 31, 2022, a Forfeiture Restrictions shall lapse and the Restricted Shares shall vest as follows (it being understood that the number of RSUs Restricted Shares as to which all restrictions have lapsed and which have vested in the Recipient at any time shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as be the greatest of the Determination Date according to the provisions set forth on Annex I attached heretonumber of vested Shares specified in subparagraph (i), (ii) or (iii) below): i. Except as otherwise provided herein, <<Vesting Terms>>. (b) If a Termination ii. In the event of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as death or Disability of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate Recipient while serving as a Director and become null and void as before all of the Determination DateRestricted Shares have vested, 100% of the Restricted Shares shall vest and the Forfeiture Restrictions shall lapse with respect to such shares. (c) iii. If a Change in Control occurs and the Recipient is serving as a Director immediately prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following , 100% of the occurrence of a Restricted Shares shall vest and the Forfeiture Restrictions shall lapse with respect to such Restricted Shares immediately prior such Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (db) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs Restricted Shares that are do not Vested RSUs as of such time shall become Vested RSUs thereafter vested pursuant to Paragraph (i.e., the portion of the RSUs that are not Vested RSUs a) above shall be forfeited immediately); provided, thatand the Recipient shall cease to have any rights of a shareholder with respect to such forfeited Shares upon termination of the Recipient’s service as a Director. (c) Notwithstanding anything herein to the contrary, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement)Restricted Shares are forfeited, all RSUs then held such forfeited Shares will automatically, and without any action by the Grantee (whether vested or unvested) shall immediately parties hereto, be forfeitedcancelled on the records of the Company and any stock certificates issued representing such forfeited Shares will thereupon automatically be null and void.

Vesting. The Options shall vest over a three (a3) Subject to year period with 8/36ths of the Grantee’s continued employment or other service relationship with Options vesting on the Grant Date and an additional 1/36th of the Options vesting on each subsequent monthly anniversary of the Grant Date (until such Options are fully vested); provided, that, the Executive is continuously Engaged (as defined below) by the Company or its Subsidiaries through March 31during such vesting period. Notwithstanding the foregoing sentence, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”A) as of if the Determination Date according to Executive is Engaged by the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but Company immediately prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as consummation of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in of Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”as defined below), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the all unvested Options shall immediately vest upon consummation of such Change of Control or (B) if (i) Executive is requested, in Controlwriting, by the Company to resign from the Board in connection with the Company becoming a public company (provided that Executive has not previously voluntarily terminated his employment with the Company prior to the Expiration Date or been terminated for Cause) or (ii) Executive is not re-elected to serve on the Board after the Expiration Date (provided that Executive has not previously voluntarily terminated his employment with the Company prior to the Expiration Date or been terminated for Cause), then all unvested Options shall immediately vest upon such resignation from, or failure to re-elect Executive to, the Board. Following At such time as the occurrence Executive ceases to be Engaged by the Company, all unvested Options shall cease to be subject to the aforementioned vesting schedule (and the accelerated vesting schedule set forth in Section 3(c)(4)) and, except as set forth in clause (B) of the immediately preceding sentence, shall be forfeited by the Executive. At such time as the Executive ceases to be Engaged by the Company, any vested Options shall remain exercisable for a period of ninety (90) days after such date, except in the case of a Change termination of Executive’s employment for Cause (as defined in ControlSection 4(c)(ii)), in which event any RSUs (other than the Vested CIC RSUs) vested and unexercised Options shall immediately be forfeited. (d) forfeited and canceled upon the Executive’s termination for Cause. Except as otherwise provided in this Section 33(c)(1), the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of at such time shall become Vested RSUs thereafter (i.e., as the portion of the RSUs that are not Vested RSUs shall Executive ceases to be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held Engaged by the Grantee (whether vested or unvested) Company, any and all unvested Options shall immediately be forfeitedforfeited and canceled. For purposes of this Agreement, the Executive shall be considered “Engaged” by the Company during any time in which he is (i) employed by the Company, (ii) engaged as consultant to the Company, or (iii) serving as a member of the Board.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31The Class F Holders and Parentco agree that, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according Closing, 371,518 of the shares of Parentco Common Stock issuable to the Class F Holders in connection with the Mergers (the “Additional Shares”) shall become subject to the vesting and forfeiture provisions set forth in this Section 3 (pro rata based on Annex I attached heretoeach Class F Holder’s relative ownership of Parentco Common Stock (“Pro Rata Share”)). (b) If a Termination The Additional Shares shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of Relationship occurs shares or other like change or transaction with respect to Parentco Common Stock occurring on or after March 31the Closing. The Parties will take all necessary action so that (i) the Additional Shares shall appear as issued and outstanding on the balance sheet of Parentco and shall be legally outstanding under applicable state law but shall not be vested and shall be subject to forfeiture as described in this Agreement, 2022, but prior (ii) all dividends paid on the Additional Shares shall be distributed to the Determination DateClass F Holders during the Adjustment Period, the RSUs and (iii) all voting rights in respect of such Additional Shares while they remain unvested shall remain eligible to become Vested RSUs in accordance with Annex I as be exercisable by or on behalf of the Determination Date. To persons who would be entitled to receive such Additional Shares assuming the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as vesting of the Determination Datesuch Additional Shares pursuant to this Section 3. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I 90th calendar day following the Closing Date (the “Vested CIC RSUsAdjustment Date”), the Adjustment VWAP (as defined below) of the Parentco Common Stock is less than $10.00, then all or a portion of the unvested Additional Shares (together with any corresponding dividends) shall vest (and shall no longer be subject to forfeiture) based on their Pro Rata Share such that the product of (i) the vested Additional Shares, plus all other shares of Parentco Common Stock issued to the Class F Holders in the Mergers, multiplied by (ii) the Adjustment VWAP equals $8,668,750. Any Additional Shares that do not vest in accordance with the previous sentence shall be forfeited to Parentco (together with the repayment of any corresponding dividends, if any, that have been received prior to the Adjustment Date) and shall be deemed to be transferred by the forfeiting holder to Parentco without any consideration and shall be cancelled by Parentco and cease to exist. For purposes of this Agreement, “Adjustment Period” means the period from the Closing Date through the day prior to the Adjustment Date, and “Adjustment VWAP” means, subject to the Grantee’s continued employment or other service relationship with following sentence, the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence volume weighted average price of a Change in Controlshare of Parentco Common Stock, any RSUs (other as reported on the NYSE, determined for the trailing twenty trading days ending on the day prior to the Adjustment Date. Notwithstanding the foregoing, if the Adjustment VWAP would be less than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3$7.00, the RSUs shall cease vesting as Adjustment VWAP will be deemed to be $7.00 for purposes of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter sub-clause (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvestedii) shall immediately be forfeitedabove.