Common use of Vesting Clause in Contracts

Vesting. The Restricted Stock shall vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Company.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The Restricted Stock extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall vest be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting schedule attached hereto of the Bonus have been satisfied; provided the Grantee’s Continuous Status as Exhibit “A”an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Restricted Stock granted to Recipient Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to Recipient’s continuing service as an exercise of discretion to determine a director level of achievement of the Company during Performance Goal other than that actually achieved, provided that the Compensation Period. If Recipient does Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not serve as a director for the entire Compensation Period for any reasonlimited to, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company and the Grantee. The Grantee shall be forfeited; provided, that Recipient shall not be entitled to retain all shares of Restricted Stock that are vested on any claim or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested recourse if any action or inaction by the Company, (ii) or any other circumstance or event, including any circumstance or event outside the stock certificate representing control of the total number Grantee, adversely affects the ability of Restricted Shares granted the Grantee to Recipient satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyforfeited.

Vesting. The (a) Except as set forth below, the Restricted Stock Rights to which Grantee is entitled shall vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The following manner: (i) 33% of the Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director Rights will vest on the first anniversary of the Company during Determination Date, (ii) an additional 34% of the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested Rights will vest on the effective date of Recipient’s termination as a director second anniversary of the Company shall be forfeited; providedDetermination Date, that Recipient shall be entitled to retain all shares and (iii) the final 33% of the Restricted Stock that are vested Rights will vest on or before the effective date of Recipient’s termination as a director third anniversary of the Company. In the event of RecipientDetermination Date. (b) Upon Grantee’s termination as a director of the Company Separation from Service due to death, Disability, Retirement, Impaction or Change in Control prior to the end of the Compensation Performance Period, (iGrantee shall vest in a pro rata portion of the Restricted Stock Rights to which Grantee is entitled at the end of the Performance Period as described in Subsection 13.1(a)(iii)(3) Recipient shall promptly return to of the Company, the stock certificate evidencing the total Plan. The number of shares of Restricted Stock granted Rights to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient which Grantee is entitled hereunder shall be cancelleddetermined at the conclusion of the Performance Period based upon actual performance during the Performance Period. (c) Upon Grantee’s Separation from Service due to death, Disability, Retirement, Impaction or Change in Control after the conclusion of the Performance Period, nonvested Restricted Stock Rights shall become 100% vested in accordance with Subsection 13.1(a)(iii)(3) of the Plan. (d) Upon Grantee’s involuntary or voluntary Separation from Service for any reason other than those set forth in Subparagraphs (b) and (iiic) above, the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the CompanyRights, which if not previously vested, shall be delivered to Recipient promptly upon receipt thereof by the Companycanceled and forfeited immediately. (e) Upon Grantee’s Separation from Service for Cause, all nonvested Restricted Stock Rights shall be canceled and forfeited immediately.

Vesting. (a) The Restricted Stock performance period for the PRSUs shall be the period beginning January 1, 2025 and ending on December 31, 2027 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as ​ ​ reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in accordance with the vesting schedule attached hereto Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit “A”. The Restricted Stock granted to Recipient , (y) such Target PRSUs shall be subject to Recipient’s continuing service as a director of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested settled on the effective date of Recipientthe Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s termination as a director employment with the Company terminated before the Change in Control by the Company on account of the Company shall be forfeited; providedParticipant’s death or disability, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before then (w) the effective date of Recipient’s termination as a director the Change in Control shall be the last day of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Measurement Period, (ix) Recipient the Participant shall promptly return earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Company, Target PRSUs as of the stock certificate evidencing Change in Control as if the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by Performance Metrics had been achieved at the CompanyTarget level set forth in Exhibit A, (iiy) the stock certificate representing the total number of Restricted Shares granted to Recipient such Target PRSUs shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of settled on the effective date of Recipient’s termination as a director the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Company, which Change in Control shall be delivered to Recipient promptly upon receipt thereof by the Companyforfeited and cancelled with no consideration.

Vesting. The Restricted Stock (a) Subject to the provisions of Sections 3(b) and 3(c) hereof, the RSUs subject to this Award shall vest become vested only if each of the Time Vesting Condition and the Performance Vesting Condition set forth in accordance with this Section 3 are satisfied. RSUs that satisfy each of these conditions are referred to herein as “Vested RSUs” and RSUs that have not satisfied both of these conditions are referred to herein as “Unvested RSUs”. (i) Time-based vesting conditions. 100% of the RSUs shall satisfy the time-based vesting schedule attached hereto condition (the “Time Vesting Condition”) upon the third (3rd) anniversary of the Grant Date hereof, subject to the Participant not incurring a Termination prior to such date; provided, however, that if the Participant incurs a Termination prior to the third anniversary of the Grant Date and such Termination is also a Good Leaver Termination (as Exhibit “A”. The Restricted Stock granted to Recipient defined below), a portion of the RSUs shall be subject deemed to Recipient’s continuing service have satisfied the Time Vesting Condition, with such portion determining by multiplying the total number of RSUs granted hereunder by a fraction, the numerator of which is the number of months of employment that have elapsed between the Grant Date and the date of such Termination, and the denominator of which is 36. Any RSUs that have not satisfied the Time Vesting Condition as a director of the date of Termination (after taking into account any accelerated vesting provided in the previous sentence and/or in Section 3(b)), shall immediately expire upon such Termination. For purposes herein, a “Good Leaver Termination” is a Termination that occurs by reason of a Participant’s death; Disability; a retirement by mutual agreement between the parties; a Termination by the Company during the Compensation Period. If Recipient does not serve as a director or any of its Subsidiaries other than for the entire Compensation Period Cause; or for any reasonreason deemed a “Good Leaver Termination” by the Board. (ii) Performance-based vesting conditions. 50% of the RSUs shall satisfy the performance-vesting condition (the “Performance Vesting Condition”), all shares of Restricted Stock that are unvested if at all, based on the effective date of Recipient’s termination TSR thresholds set forth in the table below (the “TSR Tranche”), as a director determined by the Board, and measured from the [Registration Date through the third (3rd) anniversary of the Company end of the financial quarter immediately preceding the Grant Date]1 (the “Performance Period”); and the remaining 50% of the RSUs shall be forfeitedsatisfy the Performance Vesting Condition, if at all, based on the Adjusted EBITDA thresholds set forth in the table below (the “EBITDA Tranche”), as determined by the Board following the conclusion of the Performance Period[; provided, that Recipient for purposes of measuring the EBITDA Tranche, the Performance Period shall be entitled to retain all shares of Restricted Stock that are vested on or before include the effective date of Recipient’s termination as a director time period between end of the Company. In financial quarter immediately preceding the event Grant Date through the third (3rd) anniversary of Recipient’s termination as a director of the Company prior to the end of the Compensation Periodfinancial quarter immediately preceding the Grant Date]2. 1 IPO grants only; for subsequent grants, insert “end of the financial quarter immediately preceding the Grant Date through the third (3rd) anniversary of such date. 2 IPO grants only; for subsequent grants, delete bracketed language. With respect to each tranche (considered individually), (i) Recipient none of the relevant RSUs shall promptly return to satisfy the Company, applicable Performance Vesting Condition if the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, respective Threshold Performance percentage set forth above is not achieved; (ii) 25% of the stock certificate representing relevant RSUs shall satisfy the total number of Restricted Shares granted to Recipient shall be cancelled, and applicable Performance Vesting Condition if the respective Threshold Performance percentage set forth above is achieved; (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as 100% of the effective date of Recipient’s termination as relevant RSUs shall satisfy the applicable Performance Vesting Condition if the respective Maximum Performance percentage set forth above is achieved or exceeded; and (iv) the relevant RSUs shall vest on a director straight line interpolation basis if performance exceeds the respective Threshold Performance percentage but does not achieve the respective Maximum Performance percentage. In no event shall more than 100% of the CompanyRSUs allocated to particular Performance Vesting Condition be deemed to satisfy such Performance Vesting Condition. The Board shall determine whether the applicable Performance Vesting Condition is satisfied within forty-five (45) days following the end of the Performance Period. To the extent that the Board determines that the Performance Vesting Condition has not been satisfied, which the RSUs shall be delivered to Recipient promptly upon receipt thereof by immediately expire (whether or not the CompanyTime Vesting Condition is satisfied) and the Participant shall have no further rights under the RSUs.

Vesting. The Restricted Stock One-sixth of the Performance Awards shall vest on the Effective Date and on each of December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024, in accordance each case, so long as Executive remains continuously employed by the Company from the Effective Date through each such vesting date. Upon a termination of Executive’s employment with the vesting schedule attached hereto Company by the Company for Cause, Executive will forfeit without consideration all vested (but unpaid) and unvested portions of the Performance Awards and all rights arising from the Performance Awards and from being a holder thereof. Upon a termination of Executive’s employment with the Company by the Company without Cause or as Exhibit “A”a result of a Resignation for Good Reason prior to December 31, 2024, (i) if such termination is on or within 12 months following a Change of Control (as defined below), any unvested portion of the Performance Awards shall become fully vested; (ii) if such termination is prior to a Change of Control or more than 12 months following a Change of Control, one-sixth of the Performance Awards shall become fully vested; (iii) after giving effect to the foregoing clauses (i) and (ii), Executive will forfeit without consideration all remaining unvested portions of the Performance Awards and all rights arising from such unvested portions of the Performance Awards and from being a holder thereof; and (iv) Executive will retain all vested portions of the Performance Awards subject to the terms and conditions set forth herein and in the applicable award documentation. The Restricted Stock granted to Recipient accelerated vesting described in this paragraph shall be subject to RecipientExecutive’s continuing service as timely execution (and non-revocation in any time provided to do so) of a director release of the Company during the Compensation Period. If Recipient does not serve as claims in a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled form reasonably satisfactory to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In For the event avoidance of Recipientdoubt, upon a termination of Executive’s termination employment with the Company as a director result of the Company prior to the end of the Compensation PeriodExecutive’s resignation other than a Resignation for Good Reason or Executive’s death or disability, Executive will (i) Recipient shall promptly return to forfeit without consideration all unvested portions of the Company, Performance Awards and all rights arising from such unvested portions of the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with Performance Awards and from being a duly executed stock power holder thereof and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were retain all vested as portions of the effective date of Recipient’s termination as a director of Performance Awards subject to the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyterms and conditions set forth herein.

Vesting. The Restricted Stock bonus amount to be paid hereunder will vest and become payable upon final determination of the amount to be paid by the Corporation and the Committee, provided, however, that if such determination is made by the Committee prior to the Corporation’s filing with the Securities and Exchange Commission (“SEC”) of its annual report on Form 10-K that relates to the financial results for the applicable Performance Period, then the bonus amount to be paid hereunder will not vest and become payable until after such filing is complete. Notwithstanding the foregoing, all unvested Awards (and a bonus payment at Recipient’s Bonus Opportunity) shall immediately vest and become payable upon the occurrence of the following: (a) termination of Recipient’s employment by reason of the death or Disability of Recipient; or (b) Recipient’s employment is terminated by the Corporation in anticipation of a Change of Control, or (c) Recipient is employed by the Corporation or an affiliate thereof at the time a Change of Control occurs, and at any time during the 18-month period following such Change of Control (provided that the bonus payment provided for hereunder shall have not already become due and been paid): (i) Recipient’s employment is terminated by the Corporation or an affiliate thereof for any reason other than for death, Disability or Cause, or (ii) Recipient terminates his/her employment for Good Reason within one year following the initial existence of the conditions giving rise to such Good Reason; provided, however, that in the event any of the foregoing triggering events occurs after the end of the Performance Period but prior to the vesting of the Awards, then the amount of the bonus payment to Recipient shall be the amount that would be due hereunder based on the performance of the Recipient’s Reporting Unit calculated in accordance with the vesting schedule attached Bonus Percentages set forth in Schedule A hereto as Exhibit “A”. The Restricted Stock granted to Recipient (i.e., it shall not be paid at Recipient’s Bonus Opportunity, but shall be subject to paid based on the Total Bonus Percentage for Recipient’s continuing service as a director Reporting Unit multiplied by Recipient’s Bonus Opportunity), and such award shall not vest and become payable until final determination of the Company during amount to be paid by the Compensation Period. If Recipient does not serve as a director for Corporation and the entire Compensation Period for any reasonCommittee (or, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company if such determination is made prior to the end Corporation’s filing with the SEC of its annual report on Form 10-K that relates to the Compensation financial results for the applicable Performance Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and then after such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyfiling is complete).

Vesting. The Restricted (a) Provided the Grantee meets any applicable vesting requirements set forth in this Stock Option Agreement, and provided that the Stock Price Hurdle (as defined below) is met, except as set forth in Sections 3 and 5 below, the Option awarded under this Stock Option Agreement shall vest as follows: (subject to achievement of the Stock Price Hurdle) 3rd Anniversary of the 50% of the shares Date of Grant 4th Anniversary of the Remaining 50% of the shares Date of Grant (b) Notwithstanding the foregoing, the Option will only vest if the closing price of the Company’s Common Stock on the New York Stock Exchange equals or exceeds $4.90 per share for ten consecutive trading days ending on or after June 6, 2015 (the “Stock Price Hurdle”), except as provided in accordance Sections 3 and 5 below. If the Stock Price Hurdle has not been met on the third anniversary of the Date of Grant, the Option with respect to 50% of the shares will vest on the first date after the third anniversary on which the Stock Price Hurdle is met, provided the Grantee remains employed by the Company or a Subsidiary through the applicable vesting date. If the Stock Price Hurdle has not been met by the fourth anniversary of the Date of Grant, the Option with respect to the remaining 50% of the shares will vest on the first date after the fourth anniversary on which the Stock Price Hurdle is met, provided the Grantee remains employed by the Company or a Subsidiary through the applicable vesting date. The Stock Price Hurdle must be met by June 5, 2022 in order for the Option to vest under this Section 2. (c) If the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient above would produce a fractional share, the portion of the Option that is exercisable shall be subject rounded down to Recipient’s continuing service the nearest whole share. (d) Except as a director provided in Sections 3, 4 and 5 below, no portion of the Option will vest after the Grantee’s employment with the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period and its Subsidiaries has terminated for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s any termination as a director of employment, the Grantee will forfeit the portion of the Company prior to Option that does not vest either before the end of termination date or on the Compensation Periodapplicable date designated in Sections 3, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Company4 or 5.

Vesting. The All of the Restricted Stock Units shall initially be unvested. Twenty-five percent (25%) of the Restricted Stock Units (rounded up to the nearest whole number) shall vest on the first anniversary of the date of this Agreement and on each of the next three (3) successive anniversaries thereof (each such anniversary, a “Vesting Date”) unless previously vested or forfeited in accordance with the vesting schedule attached hereto as Exhibit Plan or this Agreement (the “ANormal Vesting Schedule”. The ). (i) Any Restricted Stock granted Units that fail to Recipient shall be subject to Recipient’s continuing service as a director of vest because the Company during the Compensation Period. If Recipient does employment condition is not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company satisfied shall be forfeited; provided, that Recipient shall be entitled subject to retain all shares the special provisions set forth in Subsections 3(a)(ii) through 3(a)(iv). (ii) If Participant’s employment terminates due to death or Permanent Disability or in the event of Restricted Stock that are vested on or before a Change in Control where the effective date of Recipient’s termination as a director holders of the Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested. With respect to any of the Restricted Stock Units that constitute “deferred compensation” as defined under Code Section 409A, for purposes of this Section 3(a)(ii) and any acceleration of the Restricted Stock Units upon a Change in Control, a Change in Control shall be deemed to occur only if, in addition to the requirements set forth in the Plan, the Change in Control also meets the requirements of IRS Reg. §1.409A-3(i)(5), to the extent necessary to avoid the imposition of taxes thereunder. (iii) If on or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), Participant terminates employment for Good Reason, or is terminated by the Company without Cause, Restricted Stock Units not previously vested shall immediately become vested. (iv) In the event of RecipientParticipant’s termination as a director of the Company prior to the end of Retirement, the Compensation PeriodCommittee may determine, in its sole discretion, whether and the manner in which Restricted Stock Units not previously vested (ior any portion thereof) Recipient shall promptly return be vested and be settled pursuant to Section 3(d). In the Companyabsence of Compensation Committee action, upon such Retirement, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were Units which have not vested as of the effective date of Recipientsuch termination shall vest pro-rata as of the date of Participant’s termination Retirement. All such Restricted Stock Units which shall have not vested as a director result of such Retirement shall be immediately and automatically forfeited without consideration of any kind and to the extent that the date Participant first becomes eligible for Retirement and the vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified deferred compensation, subject to the requirements of Code Section 409A unless an exemption under the treasury regulations is available. The number of unvested Restricted Stock Units that shall vest pro-rata upon Retirement (absent action to the contrary by the Compensation Committee) described in the penultimate sentence of the Company, which foregoing paragraph of this Section 3(a)(iv) shall be delivered to Recipient promptly upon receipt thereof calculated by multiplying (A) the quotient obtained by dividing the number of completed months that Participant was employed by the CompanyCompany or one of its Subsidiaries since the most recent Vesting Date or if no Vesting Date has yet occurred the number of months since the Date of Grant, by 48, by (B) the number of Restricted Stock Units subject to this Agreement.

Vesting. The Restricted Stock Subject to Section 8 and the paragraphs in this Section below, the Award shall vest and become nonforfeitable upon, and subject to, the achievement of the performance hurdles and applicable time-based vesting requirements described in accordance Annex A. The Administrator shall determine whether the applicable performance hurdles have been achieved, and the vesting of the Share Units is subject to the Administrator’s determination. If the Participant is a party to an employment or similar agreement with the Company or any Subsidiary that includes provisions addressing the vesting schedule attached hereto of equity awards, the Award shall also become vested as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director provided in such agreement (including, without limitation, in connection with certain qualifying terminations of the Company during the Compensation PeriodParticipant’s employment and/or qualifying change in control transactions). If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director Any portion of the Company shall be forfeited; provided, Award that Recipient shall be entitled is not considered eligible to retain all shares of Restricted Stock that are vested on or before vest following the effective date of RecipientAdministrator’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to determination following the end of the Compensation Periodapplicable performance period as a result of performance results for the performance period, all as determined in accordance with Annex A, shall terminate and be forfeited following the Administrator’s determination. ​ Unless otherwise provided by an employment agreement or similar agreement with the Company that addresses the vesting of equity awards in the event of the Participant’s death or disability, upon a termination of the Participant’s employment with the Company by the Company due to Participant’s death or disability, Participant will vest in a pro-rata portion of the target number of Share Units specified in Section 2 (i“Target Shares”) Recipient shall promptly return that are then outstanding and unvested. The pro-rata portion will be calculated as follows: (Target Shares ÷ number of days from Award Date to original vesting date specified in Annex A (including both beginning and end date)) x number of days from the Award Date to the Companydate of termination due to death or disability. Any partial shares will be rounded down to the nearest whole share. Disability as used in this paragraph shall mean a physical or mental impairment which, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested reasonably determined by the Company, (ii) renders Participant unable to perform the stock certificate representing the total number essential functions of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of RecipientParticipant’s termination as a director of employment with the Company, which shall be delivered to Recipient promptly upon receipt thereof by even with a reasonable accommodation that does not impose an undue hardship on the Company, for more than 90 days in any 180-day period, unless a longer period is required by federal, state or local law, in which case that longer period would apply.

Vesting. The Restricted Stock shall vest (a) Participant will become vested in accordance the SARs awarded pursuant to this grant according to the following vesting schedule, provided Participant does not incur a termination of employment or service with the Company (as defined in the Plan) prior to the applicable vesting schedule attached hereto as Exhibit date (the “AVesting Date”. ): Vesting Date SARs Vesting First anniversary of Date of Grant 1/3 Second anniversary of Date of Grant 1/3 Third anniversary of Date of Grant 1/3 The Restricted Stock granted to Recipient vesting of the SARs is cumulative, but shall be not exceed 100% of the SARs subject to Recipientthis Agreement. Participant’s continuing SARs shall become fully vested if Participant is employed by, or providing service as a director to, the Company on the third anniversary of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares Date of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the CompanyGrant. In the event that the Participant’s dies or becomes disabled (as defined under section 409A(a)(2)(C) of Recipientthe Internal Revenue Code (the “Code”)) while employed by, or providing services to, the Company, Participant shall be deemed fully vested in all shares awarded under this Agreement. (b) If Participant’s employment or service with the Company terminates for any reason other than death or disability prior to Participant vesting in any of the SARs as provided in subparagraph (a), the SARs that are not vested as of Participant’s termination of employment or service shall terminate and Participant shall not have any exercise rights with respect to such unvested SARs. (c) The above notwithstanding, in the event that Participant’s employment or service with the Company is terminated for “cause” or “willful misconduct,” as a director defined under the terms of the Company prior to Participant’s employment or services agreement (if applicable); or as determined in the end sole and absolute discretion of the Compensation PeriodCompany, (i) Recipient the Participant shall promptly return forfeit the right to exercise any vested SARs and the right to settlement of exercised SARs. Additionally, in the event that Participant engages in any conduct in violation or post-employment or post- services covenants or obligations to the Company, the stock certificate evidencing Participant shall forfeit the total number right to exercise any vested SARs and the right to settlement of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyexercised SARs.

Vesting. The Restricted Stock shall vest in accordance with Subject to the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director of terms, conditions, and limitations set forth herein, the Company during the Compensation Period. If Recipient does not serve as a director Vesting Date for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) occur on [the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as third anniversary of the effective date of Recipientthe grant set forth above (and on such date the Restricted Shares shall become 100% vested)], provided that the Grantee is a full-time employee of Atlanticus (or one of its Affiliates) from the Date of Grant through the applicable date [and the performance criteria applicable to the Restricted Shares eligible to vest on such vesting date, set forth in Exhibit A attached hereto, are satisfied]. [Provided that the Grantee is a full-time employee of Atlanticus (or one of its Affiliates) at the time of a “Change in Control,” any Restricted Shares that theretofore have not vested shall immediately vest upon a “Change in Control.”] Notwithstanding the foregoing, any Restricted Shares that theretofore have not vested shall immediately vest upon termination by Atlanticus (or its Affiliates) of Grantee’s employment other than for Cause or in the case of death or Disability of Grantee [provided that the performance criteria applicable to such Restricted Shares have been satisfied at such time]. A transfer of Grantee from Atlanticus to a subsidiary or vice versa shall not constitute a termination as for these purposes. Upon vesting, Atlanticus shall retain (or if it is not then holding the shares, receive) shares of Common Stock having a director Fair Market Value, at the time of vesting, equal to the Tax Withholding, unless prior to the Vesting Date the Grantee has made arrangements satisfactory to Atlanticus regarding the payment of the CompanyTax Withholding. The Grantee is permitted to make an election under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code) or under similar laws with respect to the Restricted Shares in accordance with Section 18.05 of the Plan. In the event Grantee makes a permissible Section 83(b) election with respect to Restricted Shares, which shall be delivered the Grantee is required to Recipient promptly upon receipt thereof by pay the Companytax withholding to Atlanticus in cash.

Vesting. The Restricted Stock shall vest Except as otherwise provided in this Grant Agreement, this Option (to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule attached hereto schedule, provided that the Optionee remains in the “Continuous Service” (as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director defined below) of the Company during or any of its Subsidiaries through the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director applicable vesting date: First annual anniversary of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares Date of Restricted Stock that are vested on or before the effective date Grant One-third of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares Shares set forth on Exhibit A Second annual anniversary of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments the Date of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing Grant One-third of the total number of Restricted Shares granted to Recipient shall be cancelledset forth on Exhibit A Third annual anniversary of the Date of Grant Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that were vested as (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the effective Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of Recipientits Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s termination Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as a director defined below). For purposes of this Grant Agreement, the Company, which following terms shall be delivered to Recipient promptly upon receipt thereof by have the Company.assigned meanings:

Vesting. A. The Grantee shall be credited with a number of Restricted Stock shall vest Units equal to the Target Number of Restricted Stock Units multiplied by a “Vesting Percentage” determined based on the Company's Earnings from Operations (as defined below) for the last three quarters of the Company's 2014 fiscal year (the “Performance Period”) in accordance with the vesting schedule attached hereto as Exhibit following table: If the Company's actual level of Earnings from Operations for the Performance Period is between the “A”Threshold” and “Target” performance levels or between the “Target” and “Stretch” performance levels, the Vesting Percentage will be determined by linear interpolation between the Vesting Percentages for those two levels. In no event will the Vesting Percentage be greater than one hundred fifty percent (150%). The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares number of Restricted Stock that are unvested Units credited to the Grantee pursuant to this Section 3(A), as certified by the Committee based on the effective date of Recipient’s termination as a director satisfaction of the Company shall be forfeited; providedperformance criteria above, that Recipient shall be entitled is referred to retain all shares of herein as the “Credited Restricted Stock that are vested on Units.” Notwithstanding the foregoing provisions, if either a Change in Control (as defined in the Employment Agreement) or the death or Disability (as such term is defined in the Employment Agreement) of the Grantee occurs before the effective date of Recipient’s termination as a director last day of the Company. In Performance Period and while the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to Grantee is employed by the Company, the stock certificate evidencing the total number of shares Credited Restricted Stock Units for purposes of the Award shall be equal to the Target Number of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Units. Restricted Stock Units that were vested are not Credited Restricted Stock Units, after giving effect to the foregoing provisions, as of the effective last day of the Performance Period (or, if earlier, the date of Recipient’s termination such a Change in Control or death or Disability (as a director such term is defined for purposes of the Company, which Employment Agreement) of the Grantee) shall immediately terminate and be delivered cancelled. B. The “Threshold,” “Target” and “Stretch” levels of Earnings from Operations to Recipient promptly upon receipt thereof be used to determine the Vesting Percentage under Section 3(A) will be established by the Committee in connection with the grant of the Award. C. For purposes of this Award, “Earnings from Operations” means: the Company.'s earnings from operations for the Performance Period as calculated in accordance with generally accepted accounting principles (“GAAP”), but adjusted (without duplication) to exclude the financial statement impact of the following items:

Vesting. (a) The Restricted Stock Option shall vest in accordance with respect to the Applicable Percentage (as defined herein) of Option Shares if and only so long as Executive is and has continued to be employed by the Company or any of its Subsidiaries through such vesting schedule attached hereto as Exhibit “A”date. The Restricted Stock granted to Recipient Applicable Percentage shall be subject to Recipient’s continuing service as a director mean that the Option shall vest over five (5) years with 20% of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested Option Shares vesting on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as first anniversary of the effective date of Recipient’s termination as a director the Employment Agreement and 1/60th of the CompanyOption Shares vesting on a monthly basis thereafter until the Option is 100% vested (i.e., which over four years). Notwithstanding anything to the contrary herein, the Applicable Percentage shall not increase once the Executive ceases to be employed by the Company or its Subsidiaries except and solely to the extent provided in the Employment Agreement; provided, however, that if Executive’s continuous service with the Company or its Subsidiaries is involuntarily terminated without Cause prior to the first anniversary of the effective date of the Employment Agreement, the Option shall be delivered 20% vested as of the termination date. (b) Until such time as the Option has expired pursuant to Recipient promptly upon receipt thereof by this Agreement, Executive may exercise the CompanyOption pursuant to Section 2 above whether or not such Option has vested pursuant to subsection (a) above: provided that Executive shall enter into a restricted stock agreement with respect to such Option Shares in form and substance satisfactory to the Board in its sole discretion (it being understood that such restricted stock agreement will provide, among other things, that the Option Shares issued in respect of the unvested portion of the Option will continue to be subject to vesting (pursuant to the same vesting schedule as provided in subsection (a) above), the untested Option Shares shall be subject to repurchase at the lower of Original Cost and Fair Market Value and Executive shall grant a proxy to give to Parthenon the vote for all of the unvested Option Shares in Parthenon’s sole discretion.

Vesting. The Restricted Stock (a) If Employee remains continuously employed by the Company from the Grant Date through December 31, 2023, this Performance Award shall vest in accordance with Employee on such date at the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director levels set forth in the Notice based upon achievement of the Company performance objectives set forth in the Notice (“Performance Objectives”) during the Compensation period commencing on January 1, 2021 and ending December 31, 2023 (the “Performance Period”). If Recipient does not serve As soon as a director for administratively practicable after the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director end of the Company Performance Period (or such earlier date as set forth in Sections 2(b), (c), (d) or (e)), the Compensation Committee of the Board (“Committee”) shall be forfeited; provided, that Recipient shall be entitled affirm in writing the extent to retain all shares which the Performance Objectives have been achieved and the cash and the number of Restricted units of deferred Stock that are vested in Employee as a result of such achievement. (b) If on or before after the effective date of Recipient’s termination as a director eighteen-month anniversary of the Company. In the event of Recipient’s termination as a director of the Company Grant Date and prior to the end of the Compensation Period, Performance Period (i) Recipient shall promptly return to a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the Company, definition of “Change of Control” under the stock certificate evidencing Plan) of the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the CompanyCompany occurs, (ii) Employee incurs a “Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the stock certificate representing definition of “disability” under the total Company’s long-term disability plan), or (iii) Employee’s employment terminates due to Employee’s death, this Performance Award shall vest on the earliest of such events at the greater of the “Determined Percentage” (as defined below) and the “target” levels of performance as set forth in the Notice. For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if (1) the last day of the Performance Period was the Determination Date (as defined below) and the Performance Objectives were measured as of such date and (2) the dollar amount levels for “entry,” “target” and “overachievement” with respect to the Performance Objectives relating to the EBITDA Component set forth in the Notice were each prorated by multiplying the applicable dollar amount level by a fraction, the numerator of which is the number of Restricted Shares granted calendar quarters during the period beginning on January 1, 2021 and ending on the Determination Date, and the denominator of which is 12 (such prorated levels being referred to Recipient herein as the “Prorated EBITDA Objectives”). As soon as administratively practicable after the date of the applicable vesting event described in clauses (b)(i), (b)(ii) or (b)(iii) above, the Committee shall be cancelledaffirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that vest as a result of such achievement. As used in this Agreement, the term “Determination Date” means (A) with respect to the TSR Component of the Performance Award, the date of the applicable vesting event, and (iiiB) with respect to the EBITDA Component of the Performance Award, the most recently completed fiscal quarter of the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing coincident with or next preceding the number of shares of Restricted Stock that were vested as date of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyapplicable vesting event.

Vesting. (a) The Restricted Stock Units shall vest in full on the first to occur of: (i) second anniversary of the Grant Date, provided the Grantee continues to be employed by, or provide service to, the Company through such date: (i) the Grantee’s death; (ii) the Grantee’s Disability; (iii) the effective date of a Change in Control Event, and (iv) the date determined in accordance with the vesting schedule attached hereto as Exhibit provisions of Section 3(b) below (the applicable date is referred to as, the “AVesting Date”). (b) Notwithstanding (a) above, the Grantee’s Employment Agreement with the Company sets forth certain terms and conditions under which the Grantee’s equity or equity-based awards from the Company, including this Grant, may vest on an accelerated basis in the event the Grantee ceases to be employed by, or provide service to, the Company under various specified circumstances. The terms and provisions of the Employment Agreement (including any conditions, restrictions or limitations governing the accelerated vesting of the Restricted Stock granted Units as they apply to Recipient this Grant) are hereby incorporated by reference into this Agreement and shall have the same force and effect as if expressly set forth in this Agreement. However, no such accelerated vesting shall occur if such accelerated vesting is prohibited by the terms of Section 2 of this Agreement. (c) If a Change in Control Event occurs while the Grantee is employed by, or providing service to, the Company, the Restricted Stock Units subject to this Grant at the time of the Change in Control Event will vest immediately prior to the closing of the Change in Control Event. The shares subject to vested Restricted Stock Units shall be subject converted into the right to Recipient’s continuing service as a director receive the same consideration per share of Company Stock payable to the other shareholders of the Company during upon the Compensation Period. If Recipient does not serve as a director for consummation of the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on Change in Control Event and such consideration shall be distributed to the Grantee within fifteen (15) business days following the effective date of Recipient’s termination as a director of the Change in Control Event, or on such later Repayment Date necessary to comply with the TARP Regulations. (d) If the Grantee ceases to be employed by, or provide service to, the Company shall for any reason prior to vesting in one or more Restricted Stock Units subject to this Grant, then the Grant will be forfeited; providedimmediately cancelled with respect to those unvested Restricted Stock Units, that Recipient shall be entitled to retain all shares and the number of Restricted Stock that are vested on Units will be reduced accordingly. The Grantee shall thereupon cease to have any right or before entitlement to receive any shares with respect to those cancelled Restricted Stock Units. If the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of Grantee ceases to be employed by, or provide service to, the Company prior on account of a termination by the Company for Cause, then this Grant will be immediately cancelled with respect to all the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted Units subject to Recipientsuch Grant, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by whether vested or unvested at the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelledtime, and (iii) the Company Grantee shall cause its transfer agent thereupon cease to issue a new stock certificate have any right or entitlement to Recipient representing receive any shares under this Grant and the number of shares of cancelled Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the CompanyUnits.

Vesting. (a) The Restricted Stock Shares shall vest as follows: (b) Notwithstanding the foregoing, the Restricted Shares shall vest as follows: (i) all Restricted Shares shall vest in accordance the event of the death or Disability of the Grantee; and (ii) all Restricted Shares shall vest if the Grantee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control. (c) As soon as reasonably practicable after the vesting schedule attached hereto of all or any portion of the Restricted Shares, the Trust shall notify Grantee or the Grantee’s legal representative, as Exhibit applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Restricted Shares (“ATax Notice”). Grantee or Grantee’s legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Restricted Stock granted Trust shall not be required to Recipient remove the restrictions on such Shares until such time as the Grantee or the Grantee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Trust from time to time, may permit the Grantee or the Grantee’s legal representative to satisfy the Trust’s minimum statutory tax withholding obligations as determined by the Trust’s accounting department through (i) the sale of all or a portion of such Shares resulting from this Agreement through the employer’s broker or (ii) by returning to the Trust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot be subject returned to Recipient’s continuing service as a director of the Company during Trust and withheld to satisfy more than the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Companyrequired minimum statutory tax withholding amounts. In the event of RecipientGrantee or Grantee’s termination legal representative, as a director of applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Company prior to the end of the Compensation PeriodTrust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) Recipient shall promptly return returning to the Company, Trust all or a portion of the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, Shares issued under this Agreement; or (ii) withholding the stock certificate representing required amounts from other amounts due the total number of Restricted Shares granted Grantee or Grantee’s legal representative, as applicable. The Trust is authorized to Recipient pay over to the appropriate authority, all federal, state, county, city or other taxes as shall be cancelled, and (iii) the Company shall cause its transfer agent required pursuant to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyany law or governmental regulation or ruling.

Vesting. The Restricted Stock shall vest in accordance Units are subject to both a performance-based vesting condition and a time-based vesting condition, both of which must be satisfied, together with the additional vesting schedule attached hereto as Exhibit “A”. The conditions in Subsection (a)(iii) below, before the Restricted Stock granted Units will be considered to Recipient be vested on a Vesting Date (as defined in Subsection (a)(iii) below). (i) [INSERT PERFORMANCE-BASED VESTING CRITERIA] (the “Performance Vesting Condition”). (ii) [INSERT TIME-BASED VESTING CRITERIA], so long as the Participant’s status as a Service Provider is in continuous effect from the Grant Date through [INSERT VESTING CRITERIA] (the “Time-Based Vesting Conditions”). For the avoidance of any doubt, in no event shall any Restricted Stock Units vest under this Section 2 after the Participant’s termination of Service. [AS APPLICABLE: Notwithstanding the foregoing, the Time-Based Vesting Conditions (but not the Performance Vesting Condition) applicable to the Restricted Stock Units shall be subject to Recipient’s continuing service the vesting acceleration provisions contained in Addendum A, which is attached to this Agreement [AS APPLICABLE AND FOR PARTICIPANTS OTHER THAN MEMBERS OF THE GROUP MANAGEMENT TEAM AND OTHER THAN MEMBERS OF THE BOARD ONLY], and to the terms and conditions of any change of control severance agreement between the Company or Employer (as defined in Section 7) and the Participant (a director “COC Severance Agreement”)].] (iii) Each date as of which both of the Company during following conditions with respect to any of the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares Total Number of Restricted Stock that Units are unvested on the effective date of Recipient’s termination satisfied shall be referred to as a director “Vesting Date”: (A) the Participant’s status as a Service Provider has been in continuous effect from the Grant Date through the date that is the 15th of the Company second month (e.g., May 15 following the fiscal fourth quarter ended March 31 or November 15 following the fiscal second quarter ended September 30) after the close of the quarter in which the Performance Vesting Condition has been attained and (B) the Time-Based Vesting Condition for the applicable annual installment has been satisfied. To the extent the Restricted Stock Units have not satisfied the Performance Vesting Condition by the expiration of the Performance Period, all Restricted Stock Units shall be forfeited; provided, forfeited and be of no further force and effect notwithstanding that Recipient shall be entitled to retain all shares of Restricted Stock that any Time-Based Vesting Conditions have been or are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyattained.

Vesting. The Restricted Stock shall With respect to the PSUs that vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director terms of this Agreement, the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient Grantee shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as receive a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Company Stock granted (each, a “Share”) equal to Recipientthe number of PSUs subject to the Grant times the “Payment Percentage” set forth opposite the “Achievement Percentile” set forth on Exhibit A attached hereto, together subject to the terms and conditions set forth on Exhibit A attached hereto. Subject to Paragraphs 3 and 7 below, and further subject to satisfaction of the Performance Goals (as defined below), the Grantee shall be issued such Share(s) with a duly executed stock power respect to the vested PSUs within sixty (60) days following the later of: (i) the date that the Committee determines and certifies the Achievement Percentile attained with respect to the performance goals set forth on Exhibit A attached hereto (“Performance Goals”) with respect to the thirty-four (34)-month period beginning on the third month of the fiscal year of the Company in which the Date of Grant occurs (such thirty-four (34)-month period, the “Performance Period”, and such other instruments date of assignment Committee certification, the “Performance-Based Vesting Date”); and agreements as may be requested by the Company, (ii) the stock certificate representing three-year anniversary of the total number Date of Restricted Shares granted to Recipient shall be cancelledGrant (the “Time-Based Vesting Date”, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as later of the effective date of RecipientTime-Based Vesting Date and the Performance-Based Vesting Date, the “Vesting Date”), subject to the Grantee’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof continuous employment by the CompanyEmployer from the Date of Grant until the Vesting Date. All unvested PSUs will be forfeited for no consideration if the Grantee ceases to be employed by the Employer for any reason other than Disability (as defined below), death, Retirement (as defined below), or as expressly provided in Paragraph 7 of this Agreement.

Vesting. The Restricted Stock This option shall vest in accordance with and become exercisable evenly over four years, commencing on March 1, 2007, at the rate of 25% per year, subject to your continued employment on the applicable vesting schedule attached hereto as Exhibit “A”date. The Restricted Stock granted to Recipient This option shall be subject to Recipient’s continuing acceleration of vesting and exercisability as provided in the Employment Agreement and you will receive credit for one additional year of service for determining your vesting and exercisability rights on the first date on which you have earned a “Threshold Supplemental Performance Bonus” and your right to exercise the option shall become fully vested and exercisable on the first date on which you have earned the “Maximum Supplemental Performance Bonus,” as a director each such term is defined in the Employment Agreement. Payment of the Company during option price shall be made in U.S. dollars or in Common Stock of the Corporation valued at its fair market value, or in a combination of such Common Stock and cash, or by any other method as may be approved by the Compensation PeriodCommittee or otherwise permitted under the Plan. If Recipient does However, payment may not serve be made with Common Stock unless stock has been held for at least six months. Payment shall be made to the Corporation at its corporate office, Castle Brands Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: President. The exercise of your option is subject to the following terms and conditions: As a prerequisite to delivery of any stock certificates upon your exercise of an option granted hereunder, you shall give an undertaking and agree to the placing of such legends on your certificates as may be required by the Compensation Committee to assure compliance with any federal or state securities laws. The Common Stock purchased pursuant to the exercise of an option granted hereunder cannot be sold unless it has been registered under the Securities Act of 1933, as amended (the “Act”), or is subject to an exemption from registration under such Act. Except as provided below or in the Employment Agreement, you must be an employee or director of, or a director for consultant to the entire Compensation Period for any reason, all shares Corporation or one of Restricted Stock that are unvested on its subsidiaries at the effective date of Recipient’s termination as a director exercise and that employment, directorship or consultancy must have been continuous from the date hereof. For the purposes of the Company shall be forfeitedPlan, persons on company-authorized leaves of absence are considered employees; providedhowever, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Companylong-term disability is not considered employment. In the event of Recipient’s termination as a director change of control of the Company prior Corporation your rights to exercise this option shall be governed by your employment agreement, or if not specifically addressed in your employment agreement or if you do not have an employment agreement, shall be governed by the end Plan. In the event of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, your death or (ii) the stock certificate representing termination of your employment, directorship or consultancy by the total number of Restricted Shares granted Corporation for cause or without cause, by you or due to Recipient long-term disability while an active employee, director or consultant, your rights to exercise this option shall be cancelledgoverned by your employment agreement, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Companyor if not specifically addressed in your employment agreement or if you do not have an employment agreement, which shall be delivered to Recipient promptly upon receipt thereof by the Company.as follows:

Vesting. The Restricted Stock shall vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient Award shall be subject to Recipient’s continuing service as two vesting conditions, each of which must be satisfied: (a) time-based vesting equal to 16.67% of the number of RSUs subject to the award (rounded to the nearest whole share) on July 14, 2013 and on each six-month anniversary of July 14, 2013 (unless such date shall be a director day on which the U.S. stock exchanges are closed, in which case the vesting date shall be extended to the next succeeding business day); and (b) a performance-based condition of written certification by the Compensation Committee of the Board of Directors of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director positive fully-diluted earnings per share of the Company shall (subject to adjustment for certain extraordinary items) for any of the first five fiscal years ending after the grant date. If and when the performance-based condition is met, all RSUs that had previously met the time-based vesting condition will vest immediately and the remaining RSUs will vest according to the remaining schedule of the time-based condition. If the performance-based condition is not met, all RSUs will be forfeited; provided. Upon vesting, that Recipient each RSU shall automatically be entitled to retain all shares converted into one share of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director common stock of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with and a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which such share shall be delivered to Recipient the Key Person as promptly upon receipt thereof as practicable thereafter. For purposes of determining the EPS of the Company in any particular fiscal year, the EPS shall be increased to the extent that EPS was reduced in accordance with generally accepted accounting principles (“GAAP”) by objectively determinable amounts due to: 1. A change in accounting policy or GAAP; 2. Dispositions of assets or businesses; 3. Asset impairments; 4. Amounts incurred in connection with any financing; 5. Losses on interest rate swaps resulting from ▇▇▇▇ to market adjustments or discontinuing ▇▇▇▇▇▇; 6. Board approved restructuring or similar charges including but not limited to charges in conjunction with or in anticipation of an acquisition; 7. Losses related to environmental, legal, product liability or other contingencies; 8. Changes in tax laws; 9. Losses from discontinued operations; and 10. Other extraordinary, unusual or infrequently occurring items as disclosed in the Company's financial statements or filings under the Securities Exchange Act of 1934.

Vesting. The (i) All of the Restricted Stock Units shall initially be unvested. All Restricted Stock Units shall vest based on the Company’s achievement during the Company’s fiscal years 2016 (ending in calendar year 2017) and 2017 (ending in calendar year 2018) (such two-fiscal year period, the “Performance Period”) of the performance metrics established for purposes of the Company’s 2015 Long-Term Incentive Program, as set forth in Appendix A attached to this Agreement (the “Performance Metrics”). The Compensation Committee shall determine achievement of such Performance Metrics in its sole discretion, and the date upon which the Compensation Committee determines such performance shall be the applicable vesting date (the “Date of Vesting”). Upon the achievement of the threshold, target and maximum levels of Performance Metrics, the Grantee will be eligible to vest in 10%, 100% and 200% of the Target Restricted Stock Units, respectively. (ii) If the Grantee’s employment terminates due to a termination by the Company for Cause (as defined in the Grantee’s Executive Severance Agreement, by and between the Grantee and the Company, dated January 27, 2016 (the “Severance Agreement”)) or a resignation by the Grantee without Good Reason (as defined in the Severance Agreement), all of the Restricted Stock Units will be forfeit upon such termination of employment. (iii) Except as provided in Section 3(a)(ii), if the Grantee’s employment terminates due to a termination of employment for any reason (including without limitation a termination by the Company without Cause, a resignation by the Grantee for Good Reason or a termination by reason of the Grantee’s death or permanent and total disability (as defined in the Company’s long-term disability program, regardless of whether the Participant is covered by such program)), Restricted Stock Units not previously vested shall vest in accordance with full based on the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to RecipientCompany’s continuing service as a director achievement of the Company during Performance Metrics through the date of termination, to be determined by the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause Committee in its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companysole discretion.

Vesting. Subject to the remaining provisions of this Award: (a) Time-vesting SARs. The Restricted Stock SARs shall vest, with respect to the number of Shares indicated above in the box labeled “Time-vesting SARs,” if you remain continuously employed by the Company until the respective dates below. You may exercise them as to the number of SARs, in full or in part, at any time on or after the earliest Exercise Date or Dates identified in the following table: (b) Performance-vesting SARs: The SARs shall vest, in an amount up to your Maximum Performance-vesting SARs (defined below) on March 1, [YEAR 4],1 subject to your continued employment to that date and except as otherwise provided in Section 2 below. The precise amount in which you may vest will be determined in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be following rules, subject to Recipient’s continuing service as a director of certification by the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director Committee of the Company. In 's Economic Value Added (EVA) growth over the event of Recipient’s termination as a director [YEAR 1] through [YEAR 3] fiscal years, relative to the normalized EVA growth, over the same period, of the Company prior to peer companies identified by the end of the Compensation Period, Committee: (i) Recipient shall promptly return to If the Company, 's EVA growth is at the stock certificate evidencing the total number median level of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company's peer group, you will have the opportunity to vest in all of the Performance-vesting Shares (at Target Level). (ii) If the stock certificate representing Company's EVA growth is above the total number median level of Restricted Shares granted the Company's peer group, you will have the opportunity to Recipient shall be cancelledvest in a multiple (set by the Committee) of your Performance-vesting SARs, and up to your Maximum Performance-vesting SARs. (iii) If the Company shall cause its transfer agent Company's EVA growth is below the median level of the Company's peer group but above the 40th percentile of the peer group, you will have the opportunity to issue vest in at least a new stock certificate fraction (set by the Committee) of your Performance-vesting SARs (so that the Total Number of SARs vested will be less than the Target Level). 1 For awards with an Award Date of December 3,[YEAR]. For awards with a later Award Date, throughout this Award “March 1, [YEAR 4]” means the later of March 1, [YEAR 4] or the third anniversary of the Award Date. (iv) If the Company's EVA growth is at or below the 40th percentile of the Company's peer group, you will not have the opportunity to Recipient representing vest in any portion of your Performance-vesting SARs (at Target Level or otherwise). Your “Maximum Performance-vesting SARs” is 200% of the number of shares SARs indicated above in the box labeled “Total Number of Restricted Stock that were vested as SARs (at Target Level)” minus the number of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyyour Time-vesting SARs.

Vesting. The Restricted (a) Unless earlier terminated, forfeited, relinquished or expired, and subject to the Grantee’s continued employment through the applicable vesting dates, the Performance Stock Units shall vest as follows: (i) If the Administrator certifies that the performance metric set forth in accordance Appendix A attached hereto (the “Vesting Metric”) has been achieved at at least the Threshold level of performance during fiscal year 2019, 33% of the Earned Performance Stock Units (as determined pursuant to Appendix A) shall vest on the date on which the Administrator certified such achievement (the “First Time-Based Vesting Date”); and (ii) if the Administrator certifies that the Vesting Metric has been achieved at at least the Threshold level of performance during fiscal year 2019, the remaining 67% of the Earned Performance Stock Units shall vest on the first anniversary of the date on which the Administrator certified such achievement (the “Second Time-Based Vesting Date” and together with the First Time-Based Vesting Date, the “Time-Based Vesting Dates”). (b) Notwithstanding anything to the contrary in Section 3(a) above, in the event that the Company fails to achieve the Threshold level of performance under the Vesting Metric during fiscal year 2019, the vesting schedule attached hereto as Exhibit “A”. The Restricted of the Performance Stock granted to Recipient Units shall immediately cease and all of the Performance Stock Units shall be immediately forfeited as of the last day of fiscal year 2019. (c) Notwithstanding anything to the contrary in Section 3(a) above and subject to Recipient’s continuing service as a director of the conditions set forth below, if the Company during the Compensation Period. If Recipient does not serve as consummates a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company Covered Transaction prior to the end of fiscal year 2019, the Compensation PeriodPerformance Stock Units granted hereby that have not otherwise vested or been terminated, (i) Recipient shall promptly return forfeited, relinquished or expired prior to the CompanyCovered Transaction shall automatically become a number of time-vested restricted stock units assuming the greater of target or expected (as determined by the Administrator) level of performance (“Restricted Stock Units”), which Restricted Stock Units shall vest on the first anniversary of the Covered Transaction, subject to ▇▇▇▇▇▇▇’s continued employment through that date. If the Administrator certifies that the Vesting Metric has been achieved during fiscal year 2019, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may applicable Time-Based Vesting Dates shall not be requested affected by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelledany Covered Transaction, and (iii) the Company Earned Performance Stock Units shall cause its transfer agent continue to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyvest based on their applicable Time-Based Vesting Dates.

Vesting. The Restricted Stock Except as provided in Sections 2(b) and 2(c) below and to the extent 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 Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2023 and ending on December 31, 2025 (the “Performance Period”) as certified by the Committee following the end of the Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date of Issuance shall be determined as set forth on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of #ᴅʟᴘ_MICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]_END 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, as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with section 12 below. With respect to any Units that have vested on the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient Date of Issuance, the Shares related thereto shall be subject issued to Recipient’s continuing service you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as a director additional shares at the time of the Company during award as provided in Section 6 below. All Units, including your rights thereto and to the Compensation Period. If Recipient does underlying Shares, which do not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested vest on or before the effective date Date of Recipient’s termination Issuance, as a director provided in this Section 2, shall immediately be forfeited as of the Company. In the event such Date of Recipient’s termination as a director of the Company prior Issuance (to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements extent not previously forfeited as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyprovided herein).

Vesting. The Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 13.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Stock Share Units shall vest become vested in accordance with the vesting following schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as (each date specified below being a director Vesting Date): (a) On the Initial Vesting Date, 33% of the Company during Restricted Share Units shall become vested; (b) On the Compensation PeriodCorresponding Day in the twelfth (12th) month following the Initial Vesting Date, an additional 33% of the Restricted Share Units shall become vested; and (c) On the Corresponding Day in the twenty-fourth (24th) month following the Initial Vesting Date, 100% of the Restricted Share Units shall become vested. If Recipient does not serve as a director [Please refer to the website of the Third Party Administrator, Solium Capital LLC (Shareworks), which maintains the database for the entire Compensation Period Plan and provides related services, for any reason, all shares of the specific Vesting Dates related to the Restricted Stock that are unvested Share Units (click on the effective specific grant ID under the tab labeled “Portfolio – Stock Options and Awards”).] On each Vesting Date, and upon the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a given date if Grantee’s Termination of Recipient’s termination as Service or a director breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Grant Date and prior to such Vesting Date (the vesting or forfeiture of such Restricted Share Units to be governed instead by Section 6). In addition, in the event the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company shall be forfeited; provided, that Recipient shall be entitled or any Subsidiary as determined by the Company’s General Counsel due to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director an alleged violation of the Company. In ’s Code of Business Conduct, applicable law or other misconduct (a “Suspension Event”), the event of Recipient’s termination as a director Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the General Counsel or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the end Recovery Date, the Grantee dies, is disabled or is terminated without Cause, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to Retirement) or is terminated for Cause prior to the Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of the Compensation PeriodSuspension Event, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof unless otherwise agreed by the Company.

Vesting. Except as expressly provided in this Agreement, if the Committee determines that the Performance Goals for the Performance Period have been met and the other terms and conditions set forth in the AIP have been satisfied, you will be entitled to receive payment of Bonus Award Payment. Except as expressly provided in this Agreement, you will not be eligible to receive payment of the Bonus Award if you have not been continuously and actively been employed with Equinix or an Affiliate (the “Employer”) through the date of payment described under the heading “Payment” or any of the following circumstances apply on the date of payment without any further action by the Company or the Committee: • you are on a Performance Improvement Plan; • you are on notice (whether given or received) for a termination of employment with the Employer; • you on garden or similar non-paid leave; and/or • you have been suspended from your duties for any reason and/or are subject to ongoing proceedings. You will not be considered to be continuously and actively employed with the Employer once you have stopped providing services, notwithstanding any notice period mandated under the employment laws of the country where you reside (e.g., active employment would not include a period of “garden leave” or similar period pursuant to the employment laws of the country where you resides), unless otherwise determined by the Company on a country-by-country basis. Unless otherwise determined by the Committee, a leave of absence will not constitute a termination of continuous service. The Restricted Stock shall vest Committee has the exclusive discretion to determine when you are no longer actively employed for purposes of the Bonus Award, subject to compliance with Section 409A of the Code. Cash Payment - Any Bonus Payment Award that becomes payable in accordance with the vesting schedule attached hereto terms under the heading “Vesting” will be paid in cash. Payment Timing - Except as Exhibit “A”otherwise provided in the following sentence, the Bonus Award Payment will be paid as soon as practicable following the date the Committee determines the Performance Goal Attainment Factor and determines a Bonus Award has vested and is payable for the Performance Period. The Restricted Stock granted Payment Amount -The Committee retains the right, in its sole discretion, to Recipient shall be subject modify the determination of the Performance Goal Attainment Factors (resulting in a reduction, an increase or elimination (including to Recipient’s continuing service as a director zero) of, the amount of the Bonus Award Payment) to take into account recommendations of the Chief Executive Officer of the Company during and/or such additional factors including qualitative factors, if any, that the Compensation Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period. New Hires - If Recipient does not serve as a director for you begin employment with the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on Employer following the effective date of Recipient’s termination as a director commencement of the Company shall be forfeited; providedPerformance Period, the amount of a Bonus Award Payment, if any, that Recipient shall becomes payable will be entitled to retain all shares of Restricted Stock that are vested on or before pro rated by multiplying the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested Bonus Award Payment by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the CompanyParticipation Period Factor.

Vesting. The Restricted Stock (a) Unless otherwise provided in this Agreement, the Units granted under this Agreement shall vest and become payable in Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary (or one of the Company’s affiliates) from the Grant Date through each of the Vesting Dates. The number of Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (ii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals. On the basis of the determination of the level of attainment of the Performance Goals, the number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). The Committee may make such adjustments in accordance with the vesting schedule attached hereto Schedule A, Section 4 to the Performance Goals (and to the method of determining the performance attainment level) as Exhibit “A”the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to the Shares until the Units have vested. The Restricted Stock granted Prior to Recipient shall be subject to Recipient’s continuing service as a director of settlement, the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director Units represent an unfunded and unsecured obligation of the Company. In . (d) To the event of Recipient’s termination as extent permissible under applicable local law, if the Participant commences working on a director of part-time basis, then the vesting schedule specified in Section 2(a) and on Schedule A may be adjusted by the Company prior to the end in its sole discretion. (e) For purposes of the Compensation Periodthis Agreement, (i) Recipient “Subsidiary” shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director mean any present or future “subsidiary corporation” of the Company, which shall be delivered to Recipient promptly upon receipt thereof by as defined in Section 424(f) of the CompanyCode.

Vesting. (a) The Restricted Stock performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. For the purposes of this Agreement, Change in Control will have the meaning set forth in the Participant’s Employment Agreement with the Company dated as of September 21, 2007, as amended from time to time (the “Employment Agreement”), provided, however that subclauses (iv) and (v) of such definition shall not apply for purposes of this Agreement. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in accordance with the vesting schedule attached hereto Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit “A”. The Restricted Stock granted to Recipient , (y) such Target PRSUs shall be subject to Recipient’s continuing service as a director of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested settled on the effective date of Recipientthe Change in Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s termination as a director employment with the Company terminated before the Change in Control on account of the Company shall be forfeited; providedParticipant’s death or disability, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before then (w) the effective date of Recipient’s termination as a director the Change in Control shall be the last day of the Company. Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs if such Change in Control has been consummated pursuant to a definitive agreement in effect at the time of such termination of employment or an alternative definitive agreement entered into subsequent to such original definitive agreement and shall otherwise earn and vest in the Pro Rata Portion (pursuant to Section 6(c)) of the Target PRSUs as of the Change in Control, in each case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change in Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.. (c) In the event of Recipientthe occurrence of a Change in Control during the Measurement Period where the PRSUs are assumed or exchanged for an equivalent substitute award by the Company or its successor and either (1) the Participant remains employed by the Company on the date that is six (6) months after the date of such Change in Control (the “6-Month Anniversary Date”) or (2) after the Change in Control but before the 6-Month Anniversary Date, the Participant’s termination as a director Service with the Company is terminated by the Company on account of the Company prior Participant’s death or disability, then (to the end of the Compensation Periodextent not previously vested in accordance with Section 4(a) or Section 6(b)), (i) Recipient the 6-Month Anniversary Date shall promptly return to be the Company, last day of the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the CompanyMeasurement Period, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient Target PRSUs shall be cancelledearned and vested as of the 6-Month Anniversary Date, and if the preceding clause (1) applies or as of the date of termination of the Participant’s Service if the preceding clause (2) applies, in each case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A (iii) the Company Target PRSUs shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as be settled within thirty days of the effective 6-Month Anniversary Date if the preceding clause (1) applies or within thirty days of the date of Recipient’s termination as a director of the Company, which Participant’s Service if the preceding clause (2) applies and (iv) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the 6-Month Anniversary Date shall be delivered to Recipient promptly upon receipt thereof by the Companyforfeited and cancelled with no consideration.

Vesting. The Restricted Stock shall vest in accordance with (a) Subject to the vesting schedule attached hereto as Exhibit “A”. The Participant’s continuous employment by the Company and its Affiliates, the Restricted Stock granted to Recipient the Participant shall be subject vest and become nonforfeitable as to Recipient’s continuing service as a director the percentage of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested indicated on the effective date of Recipient’s termination as dates specified below (each a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of “Restricted Stock Vesting Date”), [provided that are vested the performance conditions on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company attached Schedule A have been satisfied prior to the end first Restricted Stock Vesting Date. If the performance conditions on Schedule A have not been satisfied prior to the first Restricted Stock Vesting Date, all of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted pursuant to Recipient, together with a duly executed stock power this Agreement shall terminate and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested forfeited as of the first Restricted Stock Vesting Date]: First Anniversary of Grant Date % Second Anniversary of Grant Date % Third Anniversary of Grant Date % Fourth Anniversary of Grant Date % In the event the above 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 Participant’s continued employment by the Company and its Affiliates is terminated or terminates for any reason (other than death or Disability), then the Restricted Stock, to the extent not then vested, shall be forfeited by the Participant to the Company without consideration; provided, however, that if the Participant’s continued service terminates because of the Participant’s death or Disability, then the Restricted Stock, to the extent not then vested and not previously forfeited, shall immediately become fully vested. (c) Notwithstanding any other provision of this Agreement to the contrary, in the event that a Change in Control shall occur prior to the date that all of the Restricted Stock is vested, then to the extent not previously forfeited all of the unvested Restricted Stock shall vest effective upon the Change in Control. In the event that a Change in Control occurs on a date prior to the date that a Participant is determined to be Disabled for purposes of the Plan and this Agreement, but the Committee, in its sole determination, expects the Participant to be Disabled at the end of the 9-month period referred to in Section 3(a) of this Agreement, then all of the unvested Restricted Stock of such Participant, to the extent not previously forfeited, shall vest upon the date of Recipient’s termination as the Change in Control. (d) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the terms of Section 2 is not a director of Business Day, the Companyvesting 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, which shall be delivered to Recipient promptly upon receipt thereof by the CompanyNew York are open for general business.

Vesting. (a) The Restricted Stock shall vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient Granted PBRSUs shall be subject to Recipient’s continuing service both a time-based vesting condition (the “Time-Based Condition”) and a performance-based vesting condition (the “Performance-Based Condition”), as a director described herein. None of the Company during Granted PBRSUs (or any portion thereof) shall be “vested” for purposes of this Agreement unless and until both the Compensation PeriodTime-Based Condition and the Performance-Based Condition for such Granted PBRSUs are satisfied. If Recipient does not serve as a director The number of Granted PBRSUs that become “vested” for purposes of this Agreement (which, for the entire Compensation Period for any reasonsake of clarity and avoidance of doubt, all shares may be less than or greater than the number of Restricted Stock that are unvested PBRSUs specified above as having been granted on the effective date Grant Date) shall equal the product of Recipient’s termination as a director (x) the number of the Company Granted PBRSUs that have satisfied the Time-Based Condition and (y) the percentage level at which the Performance-Based Condition has been satisfied. (i) The Time-Based Condition shall be forfeited; provided, that Recipient shall be entitled satisfied as to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director equal 1/3rd installments of the Granted PBRSUs on each of (A) Performance Measurement Date (as defined below), (B) the 12-month anniversary of the Performance Measurement Date, and (C) the 24-month anniversary of the Performance Measurement Date (each, a “Time-Vesting Date”), in each case subject to the Participant not having ceased to perform services to the Company, except as provided in Section 2(c), prior to such Time-Vesting Date. In the event of Recipient’s termination as a director Change of Control, and provided the Participant has not ceased to perform services to the Company through such Change of Control, the Time-Based Condition shall be deemed satisfied with respect to all of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, Granted PBRSUs. (ii) The percentage level at which the stock certificate representing the total number of Restricted Shares granted to Recipient shall Performance-Based Condition is satisfied will be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested measured as of the effective date of Recipient’s termination as a director Performance Measurement Date and will be equal to the average of the CompanyAchievement Percentages separately determined for the Performance Goals (as defined below), where such average ultimately is determined by weighing differently each of the Performance Goals as follows: [•]% of such average will be measured by Cumulative Adjusted EBITDA; [•]% of such average will be measured by End-to-End RCM Agreement Growth; and [•]% of such average will be measured by Modular Sales Revenue. Cumulative Adjusted EBITDA ($M) End-to-End RCM Agreement Growth ($B) Modular Sales Revenue ($M) Below Threshold <[•] <[•] <[•] [•] Threshold [•] [•] [•] [•] Target [•] [•] [•] [•] Maximum [•] [•] [•] [•] (1) If the Performance Measurement Date is the Non-COC Measurement Date, then achievement will be determined pursuant to Table 1 above, subject to the terms and conditions of this paragraph. The maximum number of Granted PBRSUs that satisfy the Performance-Based Condition and thus become “vested” cannot exceed [•]% of the Granted PBRSUs. For each Performance Goal, performance between Threshold and Target or between Target and Maximum will be determined on a pro-rata basis using straight-line interpolation between the Achievement Percentages for the relevant levels of performance. Example: If Cumulative Adjusted EBITDA is $[•], the Achievement Percentage for Cumulative Adjusted EBITDA is [•]%. If End-to-End RCM Agreement Growth is $[•], the Achievement Percentage for End-to-End RCM Agreement Growth is [•]%. If Modular Sales Revenue is $[•], the Achievement Percentage for Modular Sales Revenue is [•]%. Accordingly, the percentage level at which shall be delivered the Performance-Based Condition is satisfied, after giving weight to Recipient promptly upon receipt thereof by the Companydifferent Performance Goals at [•]%, [•]% and [•]%, respectively, is [•]%.

Vesting. The Restricted Stock (A) On the last day of the Measurement Period, the PRSU Shares stated on the Acceptance Page shall vest in accordance 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 vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director of Company or any Subsidiary is terminated before the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period Vesting Start Date for any reason, all shares (y) if the Recipient retires, dies or becomes Disabled before the Vesting Start Date, or (z) if a Sale Event4 takes place prior to the Vesting Start Date and the surviving or acquiring entity or the new entity resulting from the Sale Event refuses to assume or continue the PRSUs or to substitute a similar equity award, the PRSUs shall be forfeited in their entirety and no distribution or payment of any amount under such PRSUs shall ever be made to the Recipient. For clarity, any PRSUs, assumed, continued or substituted following the Sale Event (that takes place prior to the Vesting Start Date) will be subject to section 2(B) below. (B) Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, following the Measurement Period, the PRSUs shall vest (that is, the Restricted Stock that are unvested Date”). The Committee’s determination shall be final and binding on the effective date of Recipient’s termination . If the Recipient was determined by the Committee as a director Specified Employee at any time during such 12-month period ending on the Specified Employee Identification 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 $175,000 for 2018). 4 A “Sale Event” shall be forfeited; providedmean (i) the sale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that employs or engages the Recipient, that Recipient shall be entitled including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to retain all shares one or more unrelated persons or entities, (ii) a Change in Control, or (iii) the sale or other transfer of Restricted outstanding Common Stock that to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the outstanding Common Stock are vested on converted into or before exchanged for securities of the effective date of Recipient’s termination as a director successor entity) where the stockholders of the 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 the voting shares of the acquirer or surviving entity (or its ultimate parent corporation, if any). In For the event purpose of Recipient’s termination as a director 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 in exchange for Common Stock shall be counted, and any voting shares of the acquirer or surviving entity (or its ultimate parent, if any) already owned by stockholders of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient transaction shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companydisregarded.

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting schedule attached hereto of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as Exhibit an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“ADetermination Date”). The Restricted Stock granted to Recipient Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to Recipient’s continuing service as an exercise of discretion to determine a director level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company during and the Compensation PeriodGrantee. If Recipient does not serve as a director for The Committee or such Authorized Officer may, in its discretion, reduce the entire Compensation Period for any reasonamount of compensation otherwise to be paid or earned in connection with this award, all shares notwithstanding the level of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director achievement of the Company shall be forfeitedPerformance Goal or any contrary provision of the Plan; provided, that Recipient no such reduction may be made after a Change in Control. The Grantee shall not be entitled to retain all shares of Restricted Stock that are vested on any claim or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested recourse if any action or inaction by the Company, (ii) or any other circumstance or event, including any circumstance or event outside the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as control of the effective date of Recipient’s termination as a director Grantee, adversely affects the ability of the Company, which shall be delivered Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The Restricted Stock (a) Except as otherwise provided in this Agreement, the PRSU Award shall be eligible to vest as described below following a one-year performance period consisting of the Company’s fiscal year ____, and shall be subject to (a) the Participant’s continued service as an Employee of the Company through the First Vesting Date, Second Vesting Date, and Third Vesting Date (each as defined below), as applicable, and (b) the attainment of one or more performance goals established by the Committee, in its sole discretion. Subject to these conditions, the PRSUs shall vest and become non-forfeitable with respect to one-third (1/3) of the PRSUs initially granted hereunder on each of (i) the date that is as soon as administratively practicable but not later than thirty days after the PRSU Certification Date (as defined below) (the "First Vesting Date"), (ii) a date specified by the Company that is on or about the first anniversary of the First Vesting Date (the "Second Vesting Date"), and (iii) a date specified by the Company that is on or about the second anniversary of the First Vesting Date (the "Third Vesting Date"). Not later than ninety (90) days following the last day of the Company’s fiscal year ____, the Committee shall certify the level of performance achieved with respect to the above-referenced one-year performance period (the date of such certification being referred to as the "PRSU Certification Date"). With respect to the grant of the PRSU Award, except as otherwise provided for in this Agreement, Participant shall be eligible to vest in 100% of the PRSUs if the aforementioned performance goal(s) are achieved, but no PRSUs shall vest, and they shall all instead be forfeited, if the aforementioned performance goal(s) are not achieved. (b) Once vested, the PRSUs shall 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 non-forfeitable when such fractional Shares aggregate whole Shares. (d) If the Participant’s service as an Employee of the Company is terminated for any reason other than due to the Participant’s death or Disability, or due to Participant’s Retirement (as defined below), the PRSUs 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 PRSUs that would have otherwise vested had service continued through the First Vesting Date, with such PRSUs vesting on that date subject to the achievement of the performance goals. All PRSUs that do not vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient preceding sentence shall be subject to Recipient’s continuing service as a director forfeited and cancelled automatically at the time of the Company during Participant’s death, Disability or Retirement. In the Compensation Period. If Recipient does not serve as a director for event that Participant’s employment is terminated by reason of death, Disability or Retirement after the entire Compensation Period for any reasonfirst year following the Grant Date of this Agreement, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient Participant shall be entitled to retain vest in all shares remaining unvested PRSUs on the same dates they would have vested had Participant’s employment continued through such dates subject to the achievement of Restricted Stock that are vested on or before the effective date applicable performance goals. (f) For purposes of Recipientthis Agreement, "Retirement" shall mean Participant’s termination of employment for any reason (other than for Misconduct as a director defined in Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of the Company. In the event of Recipient’s termination continuous service as a director an employee of the Company prior to or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the end foregoing, if the Company determines, in its sole discretion, that Participant has violated any of the Compensation Period, (i) Recipient shall promptly return Obligations in Appendix A to the Companythis Agreement, the stock certificate evidencing the total number of shares of Restricted Stock granted Participant shall not be deemed to Recipient, together with a duly executed stock power be eligible for Retirement and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient all PRSUs that have not been settled shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested forfeited effective as of the effective date of Recipient’s termination as a director of that the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyviolation first occurred.

Vesting. The Executive EA - RSU Performance 3.1 Except as otherwise provided in this Agreement, provided that the Participant has not incurred a Termination of Service as of the applicable vesting date, and further provided that any additional conditions and performance goals set forth in Appendix A (attached hereto) have been satisfied, the Restricted Stock shall Units will vest and no longer be subject to any restrictions in accordance with the following schedule: Upon completion of the Performance Period as described in Appendix A As provided in Appendix A Once vested, the Restricted Stock Units become "Vested Units." 3.2 Except as provided in Sections 3.3, 3.4 and 3.5 of this Agreement, the foregoing vesting schedule attached hereto as Exhibit “A”. The notwithstanding, upon the Participant's Termination of Service for any reason at any time before all of his or her Restricted Stock granted to Recipient Units have vested, the Participant's unvested Restricted Stock Units shall be subject automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to Recipientthe Participant under this Agreement. 3.3 If the Participant’s continuing service Termination of Service occurs as a director result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Americold Executive Severance Benefits Plan), a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period, based on the number of days during the Performance Period that the Participant was employed provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.4 If the Participant’s Termination of Service occurs as a result of Retirement (as defined below), a pro-rated portion of the Restricted Stock Units shall remain outstanding and eligible to vest based on actual performance through the last day of the Performance Period based on the number of days during the Performance Period that the Participant was employed, provided the Participant continues to comply with the terms of any confidentiality, non-solicitation and/or non-competition agreement with the Company or any of its Subsidiaries. Upon the breach by the Participant of the terms of any such agreement, the Restricted Stock Units shall be automatically forfeited and neither the Company nor any Subsidiary shall have any further obligations to the Participant under this Agreement. 3.5 If, within the twenty-four (24) month period following a Change in Control, the Participant’s Termination of Service occurs as a result of a Termination of Service by the Company without Cause or a Termination of Service by the Participant for Good Reason (as such term is defined in the Americold Executive Severance Benefits Plan), the Restricted Stock Units shall immediately become vested based on Target performance. 3.6 For purposes of this Section 3, “Retirement” with respect to a Participant means his or her election to effect a Termination of Service in connection with such person’s retirement from continued employment and the Participant either (a) has attained the age of 65 or (b) has attained the age of 55 and has ten full years of service with the Company, in each case, provided that no facts, circumstances or events exist which would give the Company a basis to effect a Termination of Service for Cause. 3.7 If the Participant’s Termination of Service occurs as a result of Participant’s death or Disability (as defined below), a pro-rated portion of the Restricted Stock Units shall immediately become vested at Target Performance Level (regardless of the Company’s performance), based on the number of days during the Performance Period that the Participant was employed with the Company, as applicable, provided the Participant (or Participant’s estate, if applicable) executes and delivers a general release of claims in favor of the Company during the Compensation Period. If Recipient does not serve as in a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of form satisfactory to the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the and such release becomes effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company and non-revocable prior to the end 90th day following the Participant’s Termination of Service date. For purposes of this paragraph only, “Disability” shall have the Compensation Periodmeaning given such term by Section 409A of Code, which generally provides that “Disability” of a Participant means either (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (iia) the stock certificate representing the total number Participant is unable to engage in any substantial gainful activity by reason of Restricted Shares granted any medically determinable physical or mental impairment that can be expected to Recipient shall result in death or can be cancelledexpected to last for a continuous period of not less than 12 months, and or (iiib) the Company shall cause its transfer agent Participant is, by reason of any medically determinable physical or mental impairment that can be expected to issue result in death or can be expected to last for a new stock certificate to Recipient representing continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director employees of the Company, which provided, however, that nothing contained herein shall be delivered to Recipient promptly upon receipt thereof by construed as permitting a violation of the CompanyAmericans with Disabilities Act or similar law prohibiting discrimination on the basis of a disability.

Vesting. The Restricted Stock Company will pay you the Per Share Cash Value for each vested Unit, with such payment to be made on the applicable vesting date or as soon as administratively practicable thereafter; provided that in no event shall any such payment be delivered later than the fifteenth day of the third month following the end of the calendar year with respect to which the Units were earned and not subject to forfeiture. For purposes of vesting under this Deferred Cash Replacement Award, with respect to any PSU award, you are entitled to vest in an amount no greater than the target amount of Units under the award. Each Unit with respect to a RSU will vest, and you will receive the Per Share Cash Value for each such Unit, in accordance with the time-vesting schedule attached hereto in your applicable Grant Summary. Each Unit with respect to a PSU will be deemed to vest ratably on the last day of each fiscal year during the portion of the performance period (as Exhibit set forth in the applicable Grant Summary) applicable to the Units that occurs following the Effective Date, and you will receive the Per Share Cash Value for each such Unit, in accordance with this time-vesting schedule and this Paragraph 2 (Vesting). Notwithstanding the foregoing, if your “A”Employment” is terminated by the Company or your “Employer” without “Cause” (each as defined below) on or following the Effective Time and prior to the 24-month anniversary of the Effective Time, you will become 100% vested as of your date of Employment termination and the payment of the Per Share Cash Value for each Unit vesting upon the date of your Employment termination will be made within ten days following such date. The Restricted Stock granted As used herein, the term “Cause” means: (a) a violation of your obligations regarding confidentiality or the protection of sensitive, confidential or proprietary information, or trade secrets; (b) an act or omission by you resulting in your being charged with a criminal offense that constitutes a felony or involves moral turpitude or dishonesty; (c) conduct by you that constitutes poor performance, gross neglect, insubordination, willful misconduct, or a breach of the Company’s Code of Conduct or a fiduciary duty to Recipient shall be subject to Recipient’s continuing service as a director the Company or its stockholders; or (d) the determination by the senior management of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on you violated state or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior federal law relating to the end of the Compensation Periodworkplace environment, (i) Recipient shall promptly return including, without limitation, laws relating to the Companysexual harassment or age, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipientsex, together with a duly executed stock power and such race, or other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyprohibited discrimination.

Vesting. The Restricted Stock shares shall vest as set forth in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient Notice of Grant; provided that (i) the shares shall be subject to Recipient’s continuing service as a director vest immediately upon the death or Disability of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of Participant while employed by the Company shall be forfeited; providedor any Affiliate, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In and (ii) in the event of Recipientthe Participant’s Retirement then (A) any service-based vesting requirement shall be deemed fully satisfied if such Restricted Stock Award was made at least one full year prior to such termination as a director of employment and (B) to the extent performance vesting goals are established in respect of the Company prior shares, any shares as to which the restrictions on transferability shall not already have lapsed shall vest at the end of the Compensation Periodperformance period to the extent the performance vesting goals are satisfied; provided, to the extent (1) such performance vesting goals are not satisfied at the end of the performance period, or (2) the Committee determines before the end of the performance period such performance vesting goals will not be attained, such shares will be forfeited. For the purposes of this Paragraph D, “Disability” means a physical or mental condition that qualifies the Grantee for long-term disability benefits under a long-term disability plan maintained by the Company or an Affiliate employing the Grantee. For the purposes of this Paragraph D, “Retirement” means voluntary termination of employment with the Company and all Affiliates after (i) Recipient attaining age 65, (ii) qualifying for Rule of 80 retirement (combined age and years of service totaling 80), or (iii) attaining age 55 and completing 10 Years of Service. For purposes of this Paragraph D, “Years of Service” means a Participant’s complete 12-month periods of continuous employment (excluding any periods in which the Participant incurs a break in service) with the Company and its Affiliates. A Participant’s Years of Service shall promptly return to the Company, the include employment by a predecessor employer whose stock certificate evidencing the total number or substantially all of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested whose assets are acquired by the Company, as determined by the Committee or its designee. Upon vesting, as described above in this Paragraph D, and within thirty (ii30) days thereafter, the stock certificate representing the total number of Restricted Shares granted to Recipient shares shall be cancelled, and released (iiipaid) to the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as Participant free of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyrestrictions described in this Agreement.

Vesting. The Restricted Stock This cash incentive Award will vest and become payable upon final determination of the amount, if any, to be paid by the Committee, provided, however, that if such determination is made by the Committee prior to the Corporation’s filing with the Securities and Exchange Commission (“SEC”) of its Annual Report on Form 10-K that relates to the financial results for the Performance Period, then the cash incentive amount to be paid hereunder will not vest and become payable until after such filing is complete. Notwithstanding the foregoing, this cash incentive Award shall immediately vest (at the maximum Bonus Percentage of 50% of Recipient’s Bonus Opportunity) and become payable upon the occurrence of the following: (a) termination of Recipient’s employment by reason of the death or Disability of Recipient; or (b) Recipient’s employment is terminated by the Corporation in anticipation of a Change of Control, or (c) Recipient is employed by the Corporation or an affiliate thereof at the time a Change of Control occurs, and at any time during the 18-month period following such Change of Control (provided that any cash incentive payment provided for hereunder shall have not already become due and been paid): (i) Recipient’s employment is terminated by the Corporation or an affiliate thereof for any reason other than for death, Disability or Cause, or (ii) Recipient terminates his/her employment for Good Reason within one year following the initial existence of the conditions giving rise to such Good Reason; provided, however, that in the event any of the foregoing triggering events occurs after the end of the Performance Period but prior to the vesting of the Award, then the amount of the cash incentive payment to Recipient shall be the amount that would be due hereunder based on the performance of the Corporation calculated in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to applicable Bonus Percentage set forth in Schedule A hereto, determined based on the Corporation’s Adjusted EBITDA, multiplied by Recipient’s continuing service as a director Bonus Opportunity, and such award shall not vest and become payable until final determination of the Company during amount to be paid by the Compensation Period. If Recipient does not serve as a director for Corporation and the entire Compensation Period for any reasonCommittee (or, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company if such determination is made prior to the end Corporation’s filing with the SEC of its Annual Report on Form 10-K that relates to the Compensation financial results for the Performance Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and then after such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyfiling is complete).

Vesting. The Restricted Stock Subject to the limitations herein, the Rights granted shall vest and be payable on the third anniversary of the date of this Award Agreement (the “Vesting Date”) if and only to the extent the Bonus Award Performance Goals set forth in accordance with the vesting schedule attached hereto as Exhibit “A”this subsection (b) are met. The Restricted Stock granted Bonus Award Performance Goals are as follows: aggregate Fully-Diluted Earnings Per Share of the Company for fiscal years 2008, 2009 and 2010: Bonus Award Minimum Performance Goal > than $ 3.30 Bonus Award Maximum Performance Goal $ 3.62 Achievement of the Bonus Award Performance Goals will be measured when the Company’s Fully-Diluted Earnings Per Share for fiscal year 2010 is released to Recipient the public. In the event the Bonus Award Minimum Performance Goal is not met, then the Rights will be forfeited to the Company and no Bonus Award will be payable. In the event the Company achieves Fully-Diluted Earnings Per Share that are between the Bonus Award Minimum Performance Goal and the Bonus Award Maximum Performance Goal, then the number of Rights which shall vest shall be subject determined by linear interpolation and the remainder of the Rights will be forfeited to Recipient’s continuing service the Company and no Bonus Award associated with such forfeited Rights shall be payable. In the event the Company achieves the Bonus Award Maximum Performance Goal, then all of the Rights shall vest and the entire Bonus Award shall be payable. The Committee has the final authority to determine whether the Bonus Award Performance Goals have been met and to what extent. Notwithstanding the foregoing, the Rights shall not vest and you shall immediately forfeit all rights, title and interests in and to any and all Rights that have not vested on the date on which you cease to serve as a director of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Company.

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2019 and ending on August 31, 2022 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2022 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Below $9.75 0 % $9.75 20 % $11.65 100 % $12.50 150 % Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting schedule attached hereto of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as Exhibit an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“ADetermination Date”). The Restricted Stock granted to Recipient Committee shall be subject to Recipient’s continuing service as a director make this determination, provided that, for any Grantee who is not an “officer” of the Company during for purposes of Section 16 of the Compensation Period. If Recipient does not serve Securities Exchange Act of 1934, as a director for amended, the entire Compensation Period for any reasondetermination may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, all shares of Restricted Stock that are unvested on by the effective date of Recipient’s termination as a director Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). The Committee’s or Authorized Officer’s good faith determination shall be forfeitedfinal, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, that Recipient provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to retain all shares of Restricted Stock that are vested on any claim or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested recourse if any action or inaction by the Company, (ii) or any other circumstance or event, including any circumstance or event outside the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as control of the effective date of Recipient’s termination as a director Grantee, adversely affects the ability of the Company, which shall be delivered Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The Subject to the accelerated vesting provisions provided below, earned Performance Based Restricted Stock Units subject to the Award shall vest in accordance with on the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director last day of the Company during the Compensation Vesting Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of if Employee remains employed by the Company shall be forfeited; providedor its Subsidiaries through such date. For the avoidance of doubt, that Recipient if the Company fails to achieve at least the Earnings Per Share Threshold, an Employee shall be entitled to retain all receive no shares of Stock with respect to the Performance Based Restricted Stock Units subject to the Award (as described in Section 2), unless the deemed Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. If, during the Performance Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s employment during the Performance Period divided by twelve), based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months during the Performance Period before the date of the Change in Control, divided by twelve), and the Earnings Per Share from Continuing Operations shall be deemed to be 100% of the Earnings Per Share Target, regardless of actual performance. If, after the Performance Period but during the Vesting Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period. Except as provided in Section 4.1 below, in the event of the termination of employment of Employee with the Company and its Subsidiaries for any other reason before the end of the Vesting Period, all Performance Based Restricted Stock Units that are not vested on or before at the effective date time of Recipient’s such termination as a director of employment (after first taking into account the Companyaccelerated vesting provisions of this Section 4) shall be forfeited. In the event of Recipient’s termination as a director of the Company prior to the end employment (whether or not in breach of the Compensation Periodlocal labor laws), (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent have the exclusive discretion to issue a new stock certificate to Recipient representing determine the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which employment for purposes of this Award. Such termination date shall be delivered the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to Recipient promptly upon receipt thereof by the Companylocal law).

Vesting. The (i) All of the Restricted Stock Units shall initially be unvested. All Restricted Stock Units shall vest in accordance with based on the vesting schedule attached hereto as Exhibit “A”Company’s achievement of the Performance Goals. The Compensation Committee shall determine achievement of such Performance Goals in its sole discretion, and the date upon which the Compensation Committee determines such performance shall be the applicable vesting date (the “Date of Vesting”). If a Grantee terminates employment prior to the Date of Vesting (except as provided in subsection 3(a)(ii) and (iii) below), such Grantee shall forfeit any unvested Restricted Stock granted Units upon such termination of employment. (ii) If, following the twelve (12) month anniversary of the Issuance Date, the Grantee’s employment terminates due to Recipient a permanent and total disability (as defined in the Company’s long-term disability program, regardless of whether the Participant is covered by such program) (“Disability”), Restricted Stock Units not previously vested shall be subject remain eligible to Recipient’s continuing service as vest on a director prorated basis through the date of termination based on actual performance of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to at the end of the Compensation Performance Period. (iii) If, following the twelve (12) month anniversary of the Issuance Date, the Grantee’s employment terminates due to the Grantee’s death, Restricted Stock Units not previously vested shall remain eligible to vest on a prorated basis through the date of death, and his or her estate shall be eligible to receive such pro-rated Restricted Stock Unit award, payable in cash based on actual performance of the Company at the end of the Performance Period. (iv) Any proration of the Restricted Stock Units described in subsections 3(a)(ii) and(iii) shall be based on a fraction, the numerator of which is the number of full months lapsed during the Performance Period through the date of termination or death, as applicable, and the denominator of which is the full number of months in the Performance Period (the “Pro Rata Fraction”) and the number of Restricted Stock Units which vest per subsections 3(a)(ii) and (iii), shall be determined by multiplying (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested .Pro Rata Fraction by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) Stock Units that would have vested based on actual performance as determined by the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing Compensation Committee at the number of shares of Restricted Stock that were vested as end of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the CompanyPerformance Period.

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2014 and ending on August 31, 2017 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2017 (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting schedule attached hereto of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as Exhibit “A”an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. The Restricted Stock granted to Recipient Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to Recipient’s continuing service as an exercise of discretion to determine a director level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company during and the Compensation PeriodGrantee. If Recipient does not serve as a director for The Committee may, in its discretion, reduce the entire Compensation Period for any reasonamount of compensation otherwise to be paid or earned in connection with this award, all shares notwithstanding the level of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director achievement of the Company Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall be forfeited; provided, that Recipient shall not be entitled to retain all shares of Restricted Stock that are vested on any claim or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested recourse if any action or inaction by the Company, (ii) or any other circumstance or event, including any circumstance or event outside the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as control of the effective date of Recipient’s termination as a director Grantee, adversely affects the ability of the Company, which shall be delivered Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) for the last two fiscal years (that is, the fiscal years ending and ) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ] and [ ] and shall be measured on [ ] (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Two Fiscal Years Ending [ ] and [ ] Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting schedule attached hereto of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as Exhibit “A”an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. The Restricted Stock granted to Recipient Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to Recipient’s continuing service as an exercise of discretion to determine a director level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company during and the Compensation PeriodGrantee. If Recipient does not serve as a director for The Committee may, in its discretion, reduce the entire Compensation Period for any reasonamount of compensation otherwise to be paid or earned in connection with this award, all shares notwithstanding the level of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director achievement of the Company Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall be forfeited; provided, that Recipient shall not be entitled to retain all shares of Restricted Stock that are vested on any claim or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested recourse if any action or inaction by the Company, (ii) or any other circumstance or event, including any circumstance or event outside the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as control of the effective date of Recipient’s termination as a director Grantee, adversely affects the ability of the Company, which shall be delivered Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting schedule attached hereto of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as Exhibit an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“ADetermination Date”). The Restricted Stock granted to Recipient Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to Recipient’s continuing service as an exercise of discretion to determine a director level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company during and the Compensation PeriodGrantee. If Recipient does not serve as a director for The Committee or such Authorized Officer may, in its discretion, reduce the entire Compensation Period for any reasonamount of compensation otherwise to be paid or earned in connection with this award, all shares notwithstanding the level of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director achievement of the Company shall be forfeitedPerformance Goal or any contrary provision of the Plan; provided, that Recipient no such reduction may be made after a Change in Control. The Grantee shall not be entitled to retain all shares of Restricted Stock that are vested on any claim or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested recourse if any action or inaction by the Company, (ii) or any other circumstance or event, including any circumstance or event outside the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as control of the effective date of Recipient’s termination as a director Grantee, adversely affects the ability of the Company, which shall be delivered Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The Restricted Stock shall vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient Granted PBRSUs shall be subject to Recipient’s continuing service both a time-based vesting condition (the “Time-Based Condition”) and a performance-based vesting condition (the “Performance-Based Condition”), as a director described herein. None of the Company during Granted PBRSUs (or any portion thereof) shall be “vested” for purposes of this Agreement unless and until both the Compensation PeriodTime-Based Condition and the Performance- Based Condition for such Granted PBRSUs are satisfied. If Recipient does not serve as a director The number of Granted PBRSUs that become “vested” for purposes of this Agreement (which, for the entire Compensation Period for any reasonsake of clarity and avoidance of doubt, all shares may be less than the number of Restricted Stock that are unvested PBRSUs specified above as having been granted on the effective date of Recipient’s termination as a director Grant Date) shall equal the number of the Company Granted PBRSUs that have satisfied the Performance-Based Condition for each Measurement Period as indicated below, so long as the Participant shall have also satisfied the Time-Based Condition as of the applicable Measurement Date. (i) The Time-Based Condition shall be forfeited; provided, that Recipient shall be entitled satisfied as to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director equal 1/3rd installments of the CompanyGranted PBRSUs on each of (A) _____ (the first full fiscal year Measurement Date), (B) _____ (the second full fiscal year Measurement Date), and (C) _____ (the third full fiscal year Measurement Date) (each, a “Time-Vesting Date”), in each case subject to the Participant not having ceased to perform services to the Company prior to such Time-Vesting Date. In the event of Recipient’s termination as a director Change of Control, and provided the Participant has not ceased to perform services to the Company through such Change of Control, the Time-Based Condition shall be deemed satisfied with respect to all of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, Granted PBRSUs. (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and [Intentionally left blank] (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the The maximum number of shares of Restricted Stock Granted PBRSUs that were vested as satisfy the Performance-Based Condition and thus become “vested” cannot exceed 100% of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the CompanyGranted PBRSUs.

Vesting. The Restricted Stock right to retain the Awarded Parent Shares shall vest be subject to vesting in the manner specified in this Section 1(b). (i) Except as otherwise provided in this Section 1(b), the Awarded Parent Shares shall become vested in accordance with the following schedule (rounded down to the nearest whole Parent Share), if (and only if) as of each such date Executive is, and since the Closing continuously has been, employed by Parent or any of its subsidiaries: There shall be no vesting schedule between any such dates (i.e., all vesting is “quarterly cliff”). All Awarded Parent Shares which have not become vested hereunder are collectively referred to as “Unvested Parent Shares.” (ii) If Executive so elects, in Executive’s sole discretion, within 30 days after the Awards Closing (as defined below), Executive may make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit B attached hereto. Executive acknowledges that it is Executive’s sole responsibility to timely file any Section 83(b) election and that failure to file a Section 83(b) election within the applicable thirty (30) day period may result in the recognition of ordinary income when and as the Awarded Parent Shares becomes vested. (iii) Upon and simultaneously with Executive’s execution and delivery of this Agreement, Executive shall execute in blank five security transfer powers in the form of Exhibit C attached hereto as Exhibit (the “ASecurity Powers”. The Restricted Stock granted ) with respect to Recipient the Awarded Parent Shares and shall be subject deliver such Security Powers to Recipient’s continuing service as a director of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In Executive hereby authorizes the event of RecipientCompany to complete and use the Security Powers to assign, transfer and deliver the Awarded Parent Shares that remain Unvested Parent Shares following Executive’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return employment with Parent and its subsidiaries to the Company. All certificates evidencing Unvested Parent Shares shall be held by the Company until they become vested or are forfeited. Upon any Unvested Parent Shares becoming vested, the stock certificate Company promptly shall deliver the certificates evidencing such shares to Executive at the total number address set forth in Section 8(f). (iv) Upon and simultaneously with Executive’s execution and delivery of shares of Restricted Stock granted this Agreement, Executive shall deliver to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company a spousal consent in the form of Exhibit D attached hereto, unless Executive is not then married. If, at any time subsequent to the date hereof but prior to December 31, 2012, Executive becomes legally married (whether in the first instance or to a different spouse), Executive shall cause his or her spouse to execute and deliver to the Company a spousal consent in the form of Exhibit D hereto. Executive’s failure to deliver to the Company an executed spousal consent at any time when he or she otherwise would be required to deliver such consent shall constitute Executive’s continuing representation and warranty to the Company that Executive is not legally married as of such date. (v) If Executive’s employment terminates after the Closing by Executive’s resignation with Good Reason or by Parent or any of its transfer agent subsidiaries without Cause, then, in either case, all Awarded Parent Shares which have not yet become vested shall become vested. For the purposes of this Agreement, the capitalized terms “Cause” and “Good Reason” shall have the meanings given to issue a new stock certificate to Recipient representing them in the number of shares of Restricted Stock that were vested Amended and Restated Senior Management Agreement as in effect as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered Awards Closing (without giving effect to Recipient promptly upon receipt thereof by the Companyany subsequent amendments thereto).

Vesting. (a) Subject to the terms of this Section 3 and the terms of Appendix A, which is incorporated by reference herein, the Performance Share Units shall become vested upon satisfaction of the Performance Goals and terms as set forth in Appendix A to this Award Agreement. The Restricted Stock Committee shall vest in accordance with determine whether such Performance Goals have been satisfied. (b) If the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient terms set forth in Appendix A would produce fractional Performance Share Units, the number of Performance Share Units that vest shall be subject rounded down to Recipient’s continuing service as the nearest whole Performance Share Unit. (c) Notwithstanding anything to the contrary contained in a director written employment agreement, severance agreement, change of control agreement or other agreement entered into by and between the Company during Participant and the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reasonEmployer, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company this Section 3(c) shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In apply in the event of Recipient’s termination as a director Change of Control before the Company prior Vesting Date (a “Qualifying Change of Control”) and while the Participant continues to be employed by the end of the Compensation Period, Employer. (i) Recipient shall promptly return Effective as of immediately prior to a Qualifying Change of Control, but subject to the Companyoccurrence of such Change of Control, the stock certificate evidencing the total number of shares of Restricted Stock granted Performance Share Units eligible to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient vested shall be cancelled, and (iii) equal to the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing greater of the number of shares of Restricted Common Stock that were vested as under the (a) the Target Award multiplied by a fraction, the numerator of which is the number of days elapsed from the Date of Grant to the date of the effective date Qualifying Change of Recipient’s termination Control, and the denominator of which is the number of days in the Vesting Period, and (b) the Share Payout as a director Percentage of Target Award as determined by the Committee under the terms of Appendix A through the latest practicable date prior to such Change of Control. For purposes of this Section 3(c)(i), the Company, which ’s average Annual Organic Revenue growth rate shall be delivered determined by reference to Recipient promptly upon receipt thereof by the Company’s average Annual Organic Revenue growth rate for the completed fiscal years covered under this Award Agreement as set forth in Appendix A, if any, preceding the Qualifying Change of Control. The number of Performance Share Units determined in accordance with this Section 3(c)(i) is referred to as the “Change of Control Adjusted Performance Share Units”. (ii) The Change of Control Adjusted Performance Share Units shall become vested on a Qualifying Change of Control and paid as soon as administratively practicable (but no later than thirty (30) days) following the occurrence of such Change of Control if a replacement or substitute award meeting the requirements of this Section 3(c)(ii) is not provided to the Participant in respect of such Performance Share Units. An award meeting the requirements of this Section 3(c)(ii) is referred to below as a “Replacement Award”. An award shall qualify as a Replacement Award if:

Vesting. (a) The Restricted Stock performance period for the PRSUs shall be the period beginning January 1, 2025 and ending on December 31, 2027 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in accordance with the vesting schedule attached hereto Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit “A”. The Restricted Stock granted to Recipient , (y) such Target PRSUs shall be subject to Recipient’s continuing service as a director of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested settled on the effective date of Recipientthe Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s termination as a director employment with the Company terminated before the Change in Control by the Company on account of the Company shall be forfeited; providedParticipant’s death or disability, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before then (w) the effective date of Recipient’s termination as a director the Change in Control shall be the last day of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Measurement Period, (ix) Recipient the Participant shall promptly return earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Company, Target PRSUs as of the stock certificate evidencing Change in Control as if the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by Performance Metrics had been achieved at the CompanyTarget level set forth in Exhibit A, (iiy) the stock certificate representing the total number of Restricted Shares granted to Recipient such Target PRSUs shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of settled on the effective date of Recipient’s termination as a director the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Company, which Change in Control shall be delivered to Recipient promptly upon receipt thereof by the Companyforfeited and cancelled with no consideration.

Vesting. The 3.1 If this is a Time-Based Award, the Restricted Stock shall vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be Shares subject to Recipient’s continuing service this Award Agreement shall become unrestricted, fully vested, and non-forfeitable in the numbers and on the Vesting Dates presented below, provided: a. if, on the Award Date, the Participant is an employee of the Company and / or one of its Subsidiaries, the Participant is employed on the Vesting Date, as presented below, by the Company and / or one of its Subsidiaries, or b. if, on the Award Date, the Participant is a director of the Company during and / or one of its Subsidiaries, the Compensation Period. If Recipient does not serve Participant is serving as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date Vesting Date, as presented below, of Recipient’s termination the Company and / or one of its Subsidiaries. TOTAL __________ 3.2 If this is a Performance-Based Award, the Restricted Shares subject to this Award Agreement shall become unrestricted, fully vested, and non-forfeitable in the numbers and on the Vesting Dates presented below, provided: a. if, on the Award Date, the Participant is an employee of the Company and / or one of its Subsidiaries, the Participant is employed on the Vesting Date, as presented below, by the Company and / or one of its Subsidiaries, or b. if, on the Award Date, the Participant is a director of the Company shall be forfeited; providedand / or one of its Subsidiaries, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination Participant is serving as a director of on the Company. In the event of Recipient’s termination Vesting Date, as a director presented below, of the Company and / or one of its Subsidiaries. the Performance Criteria specified below are achieved. 3.3 If a Terminating Event of the Company occurs, all restrictions, terms, criteria, and conditions applicable to all Restricted Shares then outstanding under this Award Agreement shall be deemed lapsed and satisfied, as applicable, and each Participant shall become 100% vested with respect to all Awards granted to such Participant under the Plan as of the date of the Terminating Event. The immediately preceding sentence shall apply to only those Participants who are employed by or are serving as directors of the Company and / or one of its Subsidiaries as of the date of the Terminating Event. 3.4 If the Participant’s employment by or Affiliation with the Company and / or its Subsidiaries, as applicable, terminates for any reason other than a Terminating Event prior to the end vesting of all or any portion of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted awarded under this Award Agreement, such 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 Recipient shall be cancelledany such Restricted Shares. The Board or the Committee, and in its sole discretion, may determine, prior to or within ninety (iii90) days after the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipientany such termination, that all or a portion of any the Participant’s termination as unvested Restricted Shares shall not be so cancelled and forfeited. 3.5 If the Participant’s employer ceases to be a director Subsidiary of the Company, which that event shall be delivered deemed to Recipient promptly upon receipt thereof by the Companyconstitute a termination of employment under Section 3.4 above.

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting schedule attached hereto of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as Exhibit an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“ADetermination Date”). The Restricted Stock granted to Recipient Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to Recipient’s continuing service as an exercise of discretion to determine a director level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company during and the Compensation PeriodGrantee. If Recipient does not serve as a director for The Committee or such Authorized Officer may, in its discretion, reduce the entire Compensation Period for any reasonamount of compensation otherwise to be paid or earned in connection with this award, all shares notwithstanding the level of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director achievement of the Company Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall be forfeited; provided, that Recipient shall not be entitled to retain all shares of Restricted Stock that are vested on any claim or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested recourse if any action or inaction by the Company, (ii) or any other circumstance or event, including any circumstance or event outside the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as control of the effective date of Recipient’s termination as a director Grantee, adversely affects the ability of the Company, which shall be delivered Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The Subject to the terms and conditions of this Agreement, a number of Restricted Stock Units shall vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient and shall no longer be subject to Recipientany restriction on the date that the Committee determines and certifies (the “Determination Date”) the Company’s continuing service achievement in respect of each Goal (as a director defined below) for [the three-year period beginning on January 1 of the year of Grant date] (such period, the “Performance Period”), provided that the Participant is continuously employed by one or more of the Company’s Affiliates (collectively, Company and its Affiliates and any successors thereto defined as the “Assurant Group”) until the third anniversary of the Grant Date. Vesting of the Restricted Stock Units shall be determined based upon the Company’s performance during the Compensation PeriodPerformance Period with respect to the following goals (the “Goals”) established by the Company within 90 days following the commencement of the Performance Period (the “Performance Level”): (i) the achievement of total shareholder return measured relative to the S&P 500 Index (“TSR”) and (ii) adjusted earnings per share, excluding: (A) reportable catastrophes (as defined in the Company’s audited consolidated financial statements) and (B) the net effect of changes in tax laws or regulations (“Adjusted EPS”). If Recipient does not serve as a director for Each Goal shall be weighted equally in determining the entire Compensation Period for any reason, all shares Company’s Performance Level. The number of Restricted Stock Units that are unvested on shall vest pursuant to the effective date of Recipient’s termination as a director of the Company TSR Goal shall be forfeited; provided, determined as follows: Targeted Percentile Rank Percentage of Applicable Restricted Stock Units that Recipient Vest 75th Percentile and Above 200% 50th Percentile 100% 25th Percentile 50% Below 25th Percentile 0% Vesting for index performance that falls between the 25th and 50th and 50th and 75th percentiles shall be entitled to retain all shares determined by straight-line interpolation. The number of Restricted Stock Units that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior shall vest pursuant to the Adjusted EPS Goal shall be determined as set forth in Appendix A attached hereto. On the Determination Date, the Committee shall determine the number of Restricted Stock Units, if any, that shall vest pursuant to each Goal. Such determinations shall be final, binding and conclusive on all persons for all purposes. For purposes of calculating TSR, the Committee has determined that a 20-trading day average stock price calculation at the start and end of the Compensation Period, Performance Period applies and the beginning stock price shall be the average closing price for the 20 consecutive trading days immediately preceding the first day of the Performance Period and the ending stock price shall be the average closing price for the 20 consecutive trading days ending the last day of the Performance Period (i) Recipient shall promptly return to the Companyor if that day is not a trading day, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyimmediately preceding trading day).

Vesting. The Restricted Stock Performance Shares shall vest become vested, as and to the extent indicated below, only if and to the extent the Performance Condition is satisfied. The number of Performance Shares that become Net Performance Shares, as determined below, shall be equal to the sum (not to exceed the number of Performance Shares specified in Paragraph B above (as that number may be adjusted pursuant to Section 6 of the Additional Term and Conditions)) of the results determined below. The Debt to EBITDAR Performance Condition is satisfied to the extent the "adjusted total debt to EBITDAR" ratio as defined in the Amended and Restated Revolving Credit Agreement dated as of February 28, 2007, as amended by First Amendment dated November 30, 2007 and further amended by Second Amendment dated May 21, 2008, and the Amended and Restated Note Purchase Agreement dated May 21, 2008, and as finally reported by the Company to its lenders for Fiscal Year 2010 is: The percentage of Performance Shares becoming Net Performance Shares (the “Performance Percentage”) determined by the actual performance results shall be multiplied by the number of Performance Shares specified in Paragraph B above (as that number may be adjusted pursuant to Section 6 of the Additional Term and Conditions); provided, however, the number of Net Performance Shares shall be capped at the number of Performance Shares specified in Paragraph B above (as that number may be adjusted pursuant to Section 6 of the Additional Term and Conditions). The Performance Shares that do not become Net Performance Shares shall be forfeited as of the date of the 2010 meeting of the Committee (the “Performance Determination Meeting”) in which the Committee determines the extent to which the performance actually realized, as measured against the Performance Condition, results in fewer than all (or none) of the Performance Shares becoming Net Performance Shares based upon the performance schedule set forth above. If no Performance Shares become Net Performance Shares by reason of such Committee determination, all Performance Shares shall be forfeited. The Net Performance Shares which have satisfied the Performance Condition are herein referred to as the “Vested Shares.” Any portion of the Performance Shares or Net Performance Shares which have not become Vested Shares in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company this Paragraph C shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Company.

Vesting. The (a) Except as may be otherwise provided in Section 3, Section 6 or Section 7 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2024 and ending on August 31, 2027 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2027 (the “Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target; and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a "Material Event"), “adjusted core earnings per share" determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share" for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) shall be determined at the Measurement Date in accordance with the following schedule, using linear interpolation, as determined by the Committee: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 200 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to Committee determination that the Performance Goal and all other conditions for the vesting schedule attached hereto as Exhibit “Aof the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period ("Determination Date”). The Restricted Stock granted to Recipient Committee shall be subject to Recipient’s continuing service as a director make this determination, provided that, for any Grantee who is not an "officer" of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares purposes of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director Section 16 of the Company shall Exchange Act, the determination may be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, made by (i) Recipient shall promptly return to such ▇▇▇▇▇▇▇'s divisional Executive Vice President or the Company, the stock certificate evidencing the total number Chief Executive Officer of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing Chief Operating Officer of the total number of Restricted Shares granted to Recipient shall be cancelled, and Company or (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as President of the effective date Company (each, an "Authorized Officer"). The Committee’s or such Authorized Officer's good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of Recipient’s termination as compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a director of Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, which shall be delivered or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Company or the Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. (a) The Restricted Stock Units shall vest in accordance with the vesting schedule attached hereto as Exhibit one third (1/3rd) on each of December 31, 2012, December 31, 2013 and December 31, 2014 (each a “AVesting Date”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock ); provided that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return the Grantee continues to the Companybe employed by, or provide service to, the stock certificate evidencing Company through the total number of shares of Restricted Stock granted to RecipientVesting Date, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing Company Profit Trigger (as defined below) is achieved. (b) For purposes of this Agreement, except as set forth in Section 2(d) below, the total number Restricted Stock Units shall only vest on the Vesting Date if the Company generates enough net income (determined in accordance with GAAP) to cover normal quarterly dividends of the Company (excluding any special dividends) as determined by the Committee in its sole discretion for the calendar year in which the Vesting Date occurs (the “Company Profit Trigger”). For purposes of this Agreement, the normal quarterly dividend rate for the applicable calendar year is equal to four times the dividend rate for the highest quarter of the calendar year in which the Vesting Date occurs, excluding any special dividends in all instances. For purposes of this Agreement, if the Company Profit Trigger is not achieved for the applicable Vesting Date, the portion of the Restricted Shares granted Stock Units subject to Recipient vesting on the Vesting Date shall be cancelledcancelled and the Grantee shall cease to have any right or entitlement to receive any shares of Common Stock under this Grant with respect to the cancelled Restricted Stock Units. (c) Notwithstanding Section 2(a) above, if the Grantee ceases to be employed by, or provide service to, the Company on account of the Grantee’s Early or Normal Retirement (as defined by the Susquehanna Bancshares, Inc. Cash Balance Pension Plan) prior the Restricted Stock Units becoming fully vested, the Restricted Stock Units that have not yet vested (other than any Restricted Stock Units that did not vest and were cancelled because the Company Profit Trigger was not achieved) shall continue to vest on each applicable Vesting Date following the Grantee’s Early or Normal Retirement (notwithstanding that the Grantee is no longer employed by, or providing service to, the Company; provided that the Company Profit Trigger is achieved for the Vesting Date in accordance with Section 2(b) above). (d) Notwithstanding Sections 2(a) and (c) above, if (i) the Grantee dies; (ii) incurs a Disability (as defined in the Plan); (iii) a Change of Control (as defined in the Plan) occurs, in each case, while the Grantee is employed by, or providing service to, the Company, and prior to the Grantee becoming fully vested in the Restricted Stock Units subject to this Grant (other than any Restricted Stock Units that did not vest and were cancelled because the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing Profit Trigger was not achieved), the number vesting of shares of the Restricted Stock Units shall accelerate and the Restricted Stock Units shall vest in full on the first to occur of the foregoing events, without regard to whether the Company Profit Trigger has been achieved. (e) Except as provided in Sections 2(a), (c) and (d) above, if the Grantee ceases to be employed by, or provide service to, the Company for any reason prior to vesting in the Restricted Stock Units subject to this Grant, then this Grant shall be immediately cancelled with respect to any Restricted Stock Units that were vested are unvested as of the effective date of RecipientGrantee’s termination date and the Grantee shall cease to have any right or entitlement to receive any shares with respect to the cancelled Restricted Stock Units. If the Grantee ceases to be employed by, or provide service to, the Company on account of a termination by the Company for Cause (as a director of defined in the CompanyPlan), which then this Grant shall be delivered immediately cancelled with respect to Recipient promptly upon receipt thereof by all the CompanyRestricted Stock Units subject to such Grant, whether vested or unvested, and the Grantee shall cease to have any right or entitlement to receive any shares under this Grant with respect to the cancelled Restricted Stock Units.

Vesting. The Restricted Stock Subject to the provisions of Sections 3(b) through 3(e) hereof, this Option shall vest and become exercisable as follows, subject to the Participant’s continued service with the Company or its Subsidiaries as of the date on which the applicable stock price thresholds stated below are achieved (determined in accordance with the vesting schedule attached hereto “Stock Price Measurement Standard” (as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, defined below)): (i) Recipient 50% of the Option Shares shall promptly return to vest and become exercisable upon the Company, the Common Stock achieving a stock certificate evidencing the total number price threshold of shares of Restricted Stock granted to Recipient, together with a duly executed $[insert Tranche One threshold stock power and such other instruments of assignment and agreements price as may be requested determined by the CompanyCompensation and Benefits Committee] per share (“Tranche One”), and (ii) the remaining 50% of the Option Shares shall vest and become exercisable upon the Common Stock achieving a stock certificate representing price threshold of $[insert Tranche Two threshold stock price as determined by the total number Compensation and Benefits Committee] per share (“Tranche Two”). For purposes hereof, achievement of Restricted Shares granted the applicable stock price thresholds will be measured based on the average of the per share closing prices of the Common Stock for any thirty (30) consecutive trading days; provided that such average must be in respect of a thirty (30) consecutive trading day period commencing on or after the six (6)-month anniversary of the Grant Date specified above (the “Stock Price Measurement Standard”). For the avoidance of doubt, in no event shall any portion of this Option become vested or exercisable prior to Recipient the six (6)-month anniversary of the Grant Date specified above, except as provided in Sections 3(c) and 3(d) hereof. In addition, there shall be cancelledno proportionate or partial vesting in the periods prior to the applicable stock price thresholds being achieved as provided above, and (iiiall vesting shall occur only at such time as the applicable stock price thresholds have been achieved in accordance with the foregoing, except as provided in Sections 3(b) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number through 3(d) hereof. Upon expiration of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Companythis Option, which this Option shall be delivered to Recipient promptly upon receipt thereof by the Companycancelled and no longer exercisable.

Vesting. (a) The Restricted Stock shall vest in accordance three equal annual increments on the first three anniversaries of the Grant Date, subject to the Grantee’s continued employment with the Company and its Subsidiaries on each applicable vesting schedule attached hereto as Exhibit “A”date. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director vesting of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock shall be cumulative, but shall not exceed 100% of the shares of Restricted Stock. If the foregoing schedule would produce fractional shares, the number of shares that are unvested vest on the effective date first two vesting dates shall be rounded down to the nearest whole share and the fractional shares shall be accumulated and vest on the last vesting date. The period during which the Restricted Stock has not yet vested hereunder shall be referred to as the “Vesting Period.” (b) Notwithstanding any other provision of Recipient’s termination this Agreement, during the Vesting Period, the Restricted Stock shall be immediately and unconditionally forfeited and revert to the Company, without any action required by the Grantee or the Company in the event any of the following events occur: (1) The Grantee is dismissed as a director an employee of the Company and its Subsidiaries based upon fraud, theft, or dishonesty, which is reflected in a written or electronic notice given to the Grantee; (2) The Grantee purchases or sells securities of the Company in violation of the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect, if any; (3) The Grantee breaches any duty of confidentiality including that required by the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect; (4) The Grantee fails to assign any invention, technology, or related intellectual property rights to the Company within 30 days after the Company’s written request for such assignment, if such assignment is a condition of any agreement between the Company and the Grantee; or (5) The Grantee breaches any non-solicitation or non-competition covenant by which the Grantee is bound, pursuant to the Employee Confidential Information and Invention Assignment Agreement or otherwise, subject to applicable law. (c) Notwithstanding the foregoing provisions of this Section 2, upon cessation of the Grantee’s employment with the Company and its Subsidiaries under any circumstances, including, without limitation, the Grantee’s resignation, death or disability, or termination of employment by the Company or a Subsidiary, the Restricted Stock shall be forfeited; providedimmediately and unconditionally forfeited and revert to the Company, without any action required by the Grantee or the Company, to the extent that Recipient shall be entitled to retain all shares the Vesting Period has not ended in accordance with Section 2(a) as of the date of such cessation of employment with the Company and its Subsidiaries. Shares of Restricted Stock that are do not become vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior pursuant to the end of the Compensation Period, (iSection 2(a) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, forfeited and (iii) the Company Grantee shall cause its transfer agent cease to issue have any rights of a new stock certificate stockholder with respect to Recipient representing the number of such forfeited shares of Restricted Stock that were vested as of the effective date of Recipientthe Grantee’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyemployment.

Vesting. (a) The Restricted Stock shall vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted PUs subject to Recipient this Award shall be subject to Recipient’s continuing service both a time-based vesting condition (the “Time-Based Condition”) and a performance-based vesting condition (the “Performance Condition”), as a director described herein. Except as expressly provided herein, none of the Company during PUs shall be “vested” for purposes of this Agreement (i.e., the Compensation PeriodPUs shall not have any value), unless and until both the Time-Based Condition and the Performance Condition for such PUs are satisfied. If Recipient does not serve as a director for The value of the entire Compensation Period for any reason, all shares of Restricted Stock PUs that are unvested on “vested” for purposes of this Agreement at any time shall equal the effective date product of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power the PUs that have satisfied the Time-Based Condition and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing value per PU (the total number “Vested PU Value”) given the level at which the Performance Condition has been satisfied for the applicable Performance Period. (i) The Time-Based Condition for one-third of Restricted Shares granted to Recipient the PUs shall be cancelledsatisfied on each of December 31, 2017, December 31, 2018 and December 31, 2019 (iii) each, a “Time Vesting Date”), subject to the Participant not incurring a Termination prior to the applicable Time Vesting Date. Except as provided in this Agreement and/or under an effective employment agreement between the Company and the Participant, there shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as be no proportionate or partial satisfaction of the effective date Time-Based Condition prior to the applicable Vesting Date; for the avoidance of Recipient’s termination doubt, this Award shall be treated as a director an equity award for purposes of any accelerated vesting provided in an employment agreement. (ii) The Vested PU Value shall be based upon the level at which the performance goal(s) designated in the scorecard for the applicable Performance Period (the “Scorecard”) is/are satisfied, which Scorecard shall be prepared by the Committee and communicated to the Participant within the first 90 days following commencement of the Company, which applicable Performance Period. The “First Performance Period” shall be delivered January 1, 2017 through December 31, 2017; the “Second Performance Period” shall be January 1, 2018 through December 31, 2018; and the “Third Performance Period” shall be January 1, 2019 through December 31, 2019. Notwithstanding anything to Recipient promptly upon receipt thereof by the contrary in the Scorecard, the PUs shall only vest if the Company’s earnings before interest, tax, depreciation and amortization exceed $1.00 in any of the First Performance Period, the Second Performance Period or the Third Performance Period. For the avoidance of doubt, in no event shall the Performance Condition be deemed satisfied unless actual performance equals or exceeds the threshold level provided in the applicable Scorecard. To the extent that the actual performance is between the threshold and target levels or between the target and maximum levels described in the Scorecard, the Vested PU Value shall be determined as set forth in the Scorecard; provided that the Performance Condition shall not be satisfied and the Vested PU Value shall be zero, if the actual performance is less than the threshold level of performance; and provided, further, that the maximum Vested PU Value shall not exceed 200% of the Target Value.

Vesting. The Restricted Stock RSUs granted pursuant to this Agreement shall vest on the applicable date below (the “Vesting Date”): A. Executive shall become fully vested in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock RSUs granted pursuant to Recipient shall be subject to Recipient’s continuing service as this Agreement thirty-six (36) months after the Grant Date (i.e., on [Date]), provided that Executive has remained continuously employed on a director of the Company during the Compensation Period. If Recipient does not serve as a director full-time basis by CACI for the entire Compensation Period for thirty-six (36) month period. Executive shall also become fully vested in the RSUs granted pursuant to this Agreement in the event any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested following occur on or before the effective date of Recipient’s termination as a director of the Company. [Date]: (1) In the event of Recipienttermination of Executive’s termination full-time employment with CACI as a director result of the Company Executive’s Disability or death prior to [Date], all RSUs granted pursuant to this Agreement shall become 100 percent vested upon Executive’s death or Disability. (2) In the end event of the Compensation Perioda Good Reason Termination or Involuntary Termination Without Cause (each as defined below) prior to [Date], and within twenty-four (i24) Recipient shall promptly return to the Companymonths following a Change in Control, the stock certificate evidencing RSUs granted pursuant to this Agreement shall become 100 percent vested on the total number date of shares such Good Reason Termination or Involuntary Termination Without Cause. (3) In the event of Restricted Stock Executive’s voluntary Retirement (as defined below), the RSUs granted pursuant to Recipientthis Agreement shall become 100 percent vested on the date of Executive’s Retirement. B. Except as provided in Article III. A. 1, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested 2 or 3 above or otherwise determined by the CompanyCommittee, in order to become vested in RSUs under the terms of this Agreement, the Executive must have been in the continuous full-time employ of CACI (iior an Affiliate of CACI) from the stock certificate representing Grant Date through the total number close of Restricted Shares business on the Vesting Date. The Executive shall not be deemed to be employed by CACI (or an Affiliate of CACI) if the Executive’s employment has been terminated, even if the Executive is receiving severance in the form of salary continuation through the regular payroll system. If Executive terminates employment with CACI (or an Affiliate of CACI) for any reason other than a Good Reason Termination or Involuntary Termination Without Cause within twenty-four (24) months following a Change in Control or by Retirement, Disability or death, or converts from full-time to part-time status (other than after becoming eligible for Retirement), Executive shall forfeit any RSUs granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock under this Agreement that were are not vested as of the effective date such date. C. The following definitions shall apply for purposes of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Company.this Agreement:

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the five-year period beginning [______________], and ending on [______________] (the “Performance Period,” subject to early termination in accordance with Section 2(b)). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [______________], [______________], [______________], [______________] and [______________] and shall be measured on three dates: [______________], [______________] and [______________] (each a “Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the first Measurement Date (that is, [______________]) during the Performance Period shall be determined in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director of following schedule: Beginning [ ] and Ending [ ] Notwithstanding the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Periodforegoing schedule, (i) Recipient if the certified achievement of the Performance Goal at the first Measurement Date (that is, [______________]) is at or above a Cumulative EPS of [$X] (that is, 100 percent or more of the related Shares are certified to vest and become non-forfeitable), then the Performance Period shall promptly return end on the first Measurement Date and no additional related Shares shall be available to become vested under this Agreement; (ii) if the Companycertified achievement of the Performance Goal at the first Measurement Date is at a Cumulative EPS of less than [$X] (that is, less than 100 percent, if any, of the stock certificate evidencing related Shares are certified to vest and become non-forfeitable), then the total cumulative percentage of related Shares underlying the Restricted Stock Units that may be certified to vest and become non-forfeitable during the Performance Period shall not exceed 100 percent, and the number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power Units and such other instruments of assignment and agreements as related Shares that may be requested certified to vest and become non-forfeitable as of any Measurement Date after the first Measurement Date shall be reduced (but not below zero) by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted Stock Units and related Shares, if any, that were certified to Recipient shall be cancelled, vest and become non-forfeitable on any preceding Determination Date (as defined below); and (iii) no fractional Shares shall be issued, and subject to the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing preceding limitations on the number of shares related Shares available under this Agreement (that is, 150 percent of the related Shares through the first Measurement Date and 100 percent of the related Shares thereafter), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the second Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were vested previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (d) The portion of the effective date Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the third Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Recipient’s termination Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as a director provided in Section 2(b)): Beginning [ ] and Ending [ ] (e) The applicable portion of the CompanyRestricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, which shall be delivered subject to Recipient promptly upon receipt thereof by the Company.Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the

Vesting. Notwithstanding Section 5 of the Plan, the Option shall become vested and exercisable as set forth below: (a) The Restricted Stock Time-Vesting Option shall become vested and exercisable as to twenty percent (20%) of the Shares underlying the Time-Vesting Option on each of the first five (5) anniversaries of September 17, 2013, subject in all cases to the Participant’s continued Employment as of such anniversary as provided in the Plan, except as modified by Section 14 of this Grant Agreement. (b) The Performance-Vesting Option shall become vested and exercisable as to (x) five and eight-tenths percent (5.8%) of the Shares underlying the Performance-Vesting Options on March 31, 2014, (y) twenty percent (20%) of the Shares underlying the Performance-Vesting Option on March 31 of each calendar year from 2015 to 2018 and (z) fourteen and two-tenths percent (14.2%) of the Shares underlying the Performance-Vesting Options on March 31, 2019, provided that, in each case, that the Company and its subsidiaries have achieved a consolidated Adjusted EBITDA (as determined by the Board based on audited financials) that equals or exceeds the target consolidated Adjusted EBITDA (for each year, “Target Adjusted EBITDA”) specified by the Board for the fiscal year ending immediately prior to each such March 31, as set forth in Schedule A hereto. If the Company fails to so equal or exceed the Target Adjusted EBITDA, then the portion of the Performance-Vesting Option eligible to vest on such March 31 shall not be vested and shall remain outstanding and eligible for vesting as described below. Notwithstanding the foregoing, where the Target Adjusted EBITDA is not achieved, a portion of the Performance-Vesting Options as specified in Schedule B will nevertheless vest where the consolidated Adjusted EBITDA equals or exceeds the minimum threshold set out in Schedule B. Except as modified by Section 14 of this Grant Agreement, the Participant must be employed on the applicable March 31 to vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient applicable tranche and shall not vest if employment terminated for any reason theretofore. (i) Target Adjusted EBITDA shall be subject adjusted by the Board from time to Recipient’s continuing service time so as a director to equitably reflect changes in GAAP that impact the calculation of Adjusted EBITDA and which occur after the Grant Date. (ii) Target Adjusted EBITDA shall be adjusted by the Board from time to time so as to equitably reflect changes resulting from following: A. any acquisition and disposition by the Company during that impacts Adjusted EBITDA; B. a change in foreign exchange rates over the Compensation Period. If Recipient does not serve as a director for rates included in the entire Compensation Period for Target Adjusted EBITDA projections; C. any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled disruption or damage to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director one of the Company. In the event of Recipient’s termination actual or anticipated satellites, including as a director result of the Company prior in-orbit failures, launch failures and launch delays, to the end extent impacting Target Adjusted EBITDA projections; D. the placing in-service of a new satellite, the Compensation Periodrevenues and incremental costs of which were not already included in Target Adjusted EBITDA projections; and E. any changes in the design and/or projected in-service date of a new satellite, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and extent it is impacting Target Adjusted EBITDA projections. (iii) In any year that the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing Target Adjusted EBITDA is not achieved, the number of shares of Restricted Stock that were vested as portion of the effective date of Recipient’s termination Performance-Vesting Option that would have become vested during that year had such Target Adjusted EBITDA been met shall remain outstanding as unvested unless, for such year or in a director of subsequent year, the Companytarget consolidated cumulative Adjusted EBITDA (“Cumulative Target Adjusted EBITDA”), as set forth in Schedule A hereto, is achieved, at which shall time the Target Adjusted EBITDA for such year and all prior years will be delivered to Recipient promptly upon receipt thereof by the Companydeemed satisfied.

Vesting. (a) Except as otherwise provided in this Section 3, shares of Unvested Performance Shares shall vest on the Certification Date only if and to the extent (i) the Participant remains in Continuous Service through January 1, 20___, and (ii) the Company attains the performance goals during the performance period ending December 31, 20___, as set forth on Appendix A hereto (the “Performance Objectives”). The Restricted Stock Compensation Committee shall make its certification before March 15, 20___. No vesting shall occur for performance below Threshold and the full number of share shall vest for performance that is equal to or greater than Maximum, as set forth on Appendix A. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (b) In the event that the Participant’s employment is terminated as a result of death or Disability, at any time between the Grant Date and December 31, 20___, the Participant shall vest in accordance the Performance Shares at Target (as set forth in Appendix A), regardless of whether the Performance Objectives are attained, with such vesting occurring as of the vesting schedule attached hereto as Exhibit “A”day before the termination of employment. The Restricted Stock granted shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to Recipient shall be subject such Unvested Performance Shares. (c) In the event the Participant’s employment terminates prior to Recipient’s continuing service as a director December 31, 20___, by reason of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director non-renewal of the Company shall be forfeited; providedTerm of the Employment Agreement by the Company, that Recipient whether at the end of the current Term or any extended Term of the Employment Agreement, to the extent the Performance Objectives are attained as set forth on Appendix A, the Participant shall be entitled to retain all vest in the Performance Shares in a pro-rated amount based on the date of the Participant’s termination of employment, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Restricted Stock that are vested on or before Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the effective date of RecipientParticipant shall have no rights with respect to such Unvested Performance Shares. (d) In the event the Participant’s termination as a director employment terminates prior to December 31, 20___, by reason of the Company’s termination of the Participant without Cause or the Participant’s termination of employment for Good Reason, to the extent the Performance Objectives are attained as set forth on Appendix A, the Participant shall be entitled to vest in the Performance Shares in accordance with Section 3(a) above without any reduction or limitation as a result of said prior termination, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (e) In the event there is a Change of Recipient’s termination Control, as a director of defined in the Company prior to Plan, then the end of Participant shall vest in the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Performance Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested at Target as of the effective date of Recipientany such Change of Control; provided that (i) if the Participant has previously been terminated from employment as described under Section 3(c) and the Change of Control occurs prior to the vesting of unvested Performance Shares provided for under Section 3(c), the Participant shall vest in the Performance Shares in a pro-rated amount at Target based on the date of the Participant’s termination as a director of employment, and any other rights in respect of the Company, which vesting of Unvested Performance Shares under Section 3(c) shall be delivered cancelled and of no further force and effect, and (ii) if the Participant has previously been terminated from employment as described under Section 3(d) and the Change of Control occurs prior to Recipient promptly upon receipt thereof the vesting of Unvested Performance Shares provided for under Section 3(d), then the Participant shall vest in the Performance Shares at Target as of the effective date of any such Change of Control, and any other rights in respect of the vesting of Unvested Performance Shares under Section 3(d) shall be cancelled and of no further force and effect. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (f) In the event the Participant’s employment is terminated for Cause or if the Participant terminates his/her employment without Good Reason prior to December 31, 20___, all Unvested Performance Shares shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (g) Except as is provided in Section 9 of the Plan, any adjustment to an award of Performance Shares pursuant to Section 9 of the Plan shall not change the ratio of Unvested Performance Shares to Vested Performance Shares. (h) If the Participant is entitled to vest in a pro-rata portion of the Performance Shares, the number of shares of Unvested Performance Shares which vest shall be determined by multiplying the Companynumber of shares eligible to vest based on attainment of Performance Objectives by a fraction, the numerator of which is the number of days elapsed between January 1, 20___, and the date of the termination of employment, and the denominator of which is 1,096. For example, if the vesting based on attainment of Performance Objectives is determined to be at Target and the Participant completed 100 days of Continuous Service from January 1, 20___, the pro-rata vested amount would be equal to the number of shares vested at Target (as provided on Appendix A) times (100 divided by 1,096).

Vesting. The Restricted Stock (a) Subject to the terms and conditions of this Agreement, including the clawback and forfeiture provisions under Section 6 and Section 10 below, the Earned PSUs (as defined below), if any, shall vest vest, and the restrictions with respect to the PSUs shall lapse, on the dates and in the amounts set forth in this Agreement if you remain continuously employed by the Company or an Affiliate until the date you become vested in accordance with the vesting schedule attached hereto as Exhibit “A”. terms and conditions of this Agreement. (b) The Restricted Stock granted to Recipient number of PSUs that shall be subject to Recipient’s continuing service as a director of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reasonbecome earned, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; providedif any, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to following the end of the Compensation period commencing on ______, 20__ (the “Commencement Date”) and ending on _______, 20__ (the “Performance Period”) shall be determined by multiplying the PSUs by the Earned Percentage, calculated as set forth in Exhibit A to this Agreement, and may range from zero to two hundred percent (200%) of the PSUs. [Notwithstanding the foregoing, the number of PSUs earned under this Section 3(b) with respect to PSUs settled based on results during the entire Performance Period shall be reduced so that the PSU Ending Value does not exceed [five] times the PSU Grant Value. For purposes of this Section 3(b), (i) Recipient the “PSU Grant Value” shall promptly return to be the number of granted PSUs multiplied by the closing price of the Company’s Common Stock on the Grant Date, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient “PSU Ending Value” shall be cancelled, and the sum of (iiiA) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing earned PSUs calculated as set forth in Exhibit A multiplied by the number of shares of Restricted Stock that were vested Closing Average Period Value plus (B) the fair market value as of the effective date last day of Recipient’s termination as a director the Performance Period of any amounts (without interest) payable in accordance with Sections 7(b) and 7(c) through the last day of the Performance Period; provided, however, that any Common Stock described in this clause (B) shall be valued using the Closing Average Period Value. For purposes of this Section 3(b), the “Closing Average Period Value” means the average closing price of the Company, which ’s Common Stock over the Closing Average Period. Any such reduction shall be delivered rounded down to Recipient promptly upon receipt thereof by the Companynearest whole PSU. The number of earned PSUs determined under this Section 3(b) is referred to below as “Earned PSUs.”]

Vesting. The (a) Except as may be otherwise provided in Section 3, Section 6 or Section 7 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2025, and ending on August 31, 2028 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2028 (the “Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target; and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a "Material Event"), “adjusted core earnings per share" determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share" for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) shall be determined at the Measurement Date in accordance with the following schedule, using linear interpolation, as determined by the Committee: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 200 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to Committee determination that the Performance Goal and all other conditions for the vesting schedule attached hereto as Exhibit “Aof the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period ("Determination Date”). The Restricted Stock granted to Recipient Committee shall be subject to Recipient’s continuing service as a director make this determination, provided that, for any Grantee who is not an "officer" of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares purposes of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director Section 16 of the Company shall Exchange Act, the determination may be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, made by (i) Recipient shall promptly return to such ▇▇▇▇▇▇▇'s divisional Executive Vice President or the Company, the stock certificate evidencing the total number Chief Executive Officer of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing Chief Operating Officer of the total number of Restricted Shares granted to Recipient shall be cancelled, and Company or (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as President of the effective date Company (each, an "Authorized Officer"). The Committee’s or such Authorized Officer's good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of Recipient’s termination as compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a director of Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, which shall be delivered or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Company or the Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2019 and ending on August 31, 2022 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2022 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Below $9.75 0 % $9.75 20 % $11.65 100 % $12.50 150 % Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting schedule attached hereto of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as Exhibit an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“ADetermination Date”). The Restricted Stock granted to Recipient Committee shall be subject to Recipient’s continuing service as a director make this determination, provided that, for any Grantee who is not an “officer” of the Company during for purposes of Section 16 of the Compensation Period. If Recipient does not serve Securities Exchange Act of 1934, as a director for amended, the entire Compensation Period for any reasondetermination may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, all shares of Restricted Stock that are unvested on by the effective date of Recipient’s termination as a director Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). The Committee’s or Authorized Officer’s good faith determination shall be forfeitedfinal, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, that Recipient no such reduction may be made after a Change in Control. The Grantee shall not be entitled to retain all shares of Restricted Stock that are vested on any claim or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested recourse if any action or inaction by the Company, (ii) or any other circumstance or event, including any circumstance or event outside the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as control of the effective date of Recipient’s termination as a director Grantee, adversely affects the ability of the Company, which shall be delivered Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The Restricted Stock Subject to Section 8 and the paragraphs in this Section below, the Award shall vest and become nonforfeitable upon, and subject to, the achievement of the performance hurdles and applicable time-based vesting requirements described in accordance Annex A. The Administrator shall determine whether the applicable performance hurdles have been achieved, and the vesting of the Share Units is subject to the Administrator’s determination. If the Participant is a party to an employment or similar agreement with the Company or any Subsidiary that includes provisions addressing the vesting schedule attached hereto of equity awards, the Award shall also become vested as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director provided in such agreement (including, without limitation, in connection with certain qualifying terminations of the Company during the Compensation PeriodParticipant’s employment and/or qualifying change in control transactions). If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director Any portion of the Company shall be forfeited; provided, Award that Recipient shall be entitled is not considered eligible to retain all shares of Restricted Stock that are vested on or before vest following the effective date of RecipientAdministrator’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to determination following the end of the Compensation Periodapplicable performance period as a result of performance results for the performance period, all as determined in accordance with Annex A, shall terminate and be forfeited following the Administrator’s determination. Upon a termination of the Participant’s employment with the Company by the Company due to Participant’s death or disability, Participant will vest in a pro-rata portion of the target 7/01 ‌ number of Share Units specified in Section 2 (i“Target Shares”) Recipient shall promptly return that are then outstanding and unvested. The pro-rata portion will be calculated as follows: (Target Shares ÷ number of days from Award Date to original vesting date specified in Annex A (including both beginning and end date)) x number of days from the Award Date to the Companydate of termination due to death or disability. Any partial shares will be rounded down to the nearest whole share. Disability as used in this paragraph shall mean a physical or mental impairment which, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested reasonably determined by the Company, (ii) renders Participant unable to perform the stock certificate representing the total number essential functions of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of RecipientParticipant’s termination as a director of employment with the Company, which shall be delivered to Recipient promptly upon receipt thereof by even with a reasonable accommodation that does not impose an undue hardship on the Company, for more than 90 days in any 180-day period, unless a longer period is required by federal, state or local law, in which case that longer period would apply.

Vesting. (a) The Restricted Stock shall vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient Granted PBRSUs shall be subject to Recipient’s continuing service both a time-based vesting condition (the “Time-Based Condition”) and a performance-based vesting condition (the “Performance-Based Condition”), as a director described herein. None of the Company during Granted PBRSUs (or any portion thereof) shall be “vested” for purposes of this Agreement unless and until both the Compensation PeriodTime-Based Condition and the Performance-Based Condition for such Granted PBRSUs are satisfied. If Recipient does not serve as a director The number of Granted PBRSUs that become “vested” for purposes of this Agreement (which, for the entire Compensation Period for any reasonsake of clarity and avoidance of doubt, all shares may be less than or greater than the number of Restricted Stock that are unvested PBRSUs specified above as having been granted on the effective date Grant Date) shall equal the product of Recipient’s termination as a director (x) the number of the Company shall be forfeited; provided, Granted PBRSUs that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before have satisfied the effective date of Recipient’s termination as a director of Time-Based Condition and (y) the Company. In percentage level at which the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, Performance-Based Condition has been satisfied. (i) Recipient The Time-Based Condition shall promptly return be satisfied on the Performance Measurement Date (as defined below), subject to the Participant not having ceased to perform services to the Company, except as provided in Section 2(c), prior to the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, Performance Measurement Date. (ii) The percentage level at which the stock certificate representing the total number of Restricted Shares granted to Recipient shall Performance-Based Condition is satisfied will be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested measured as of the effective date of Recipient’s termination as a director Performance Measurement Date and will be equal to the average of the CompanyAchievement Percentages separately determined for the Performance Goals (as defined below), which shall where such average ultimately is determined by weighing differently each of the Performance Goals as follows: [•]% of such average will be delivered measured by Cumulative Adjusted EBITDA; [•]% of such average will be measured by End-to-End RCM Agreement Growth; and [•]% of such average will be measured by Modular Sales Revenue. Level of Performance Table 1: Non-COC Measurement Date ([•]) Performance Goals Achievement Percentage (%) Cumulative Adjusted EBITDA ($M) End-to-End RCM Agreement Growth ($B) Modular Sales Revenue ($M) Below Threshold <[•] <[•] <[•] [•] Threshold [•] [•] [•] [•] Target [•] [•] [•] [•] Maximum [•] [•] [•] [•] (1) If the Performance Measurement Date is the Non-COC Measurement Date, then achievement will be determined pursuant to Recipient promptly upon receipt thereof by Table 1 above, subject to the Companyterms and conditions of this paragraph. The maximum number of Granted PBRSUs that satisfy the Performance-Based Condition and thus become “vested” cannot exceed [•]% of the Granted PBRSUs. For each Performance Goal, performance between Threshold and Target or between Target and Maximum will be determined on a pro-rata basis using straight-line interpolation between the Achievement Percentages for the relevant levels of performance.

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting schedule attached hereto of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as Exhibit an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“ADetermination Date”). The Restricted Stock granted to Recipient Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to Recipient’s continuing service as an exercise of discretion to determine a director level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company during and the Compensation PeriodGrantee. If Recipient does not serve as a director for The Committee or such Authorized Officer may, in its discretion, reduce the entire Compensation Period for any reasonamount of compensation otherwise to be paid or earned in connection with this award, all shares notwithstanding the level of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director achievement of the Company shall be forfeitedPerformance Goal or any contrary provision of the Plan; provided, that Recipient no such reduction may be made after a Change in Control. The Grantee shall not be entitled to retain all shares of Restricted Stock that are vested on any claim or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested recourse if any action or inaction by the Company, (ii) or any other circumstance or event, including any circumstance or event outside the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as control of the effective date of Recipient’s termination as a director Grantee, adversely affects the ability of the Company, which shall be delivered Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The Restricted Stock shall vest in accordance with (a) Subject to the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted terms of this Agreement (including, without limitation, the Clawback and Recoupment provisions under Section 20, which impose further conditions on the Participant’s eligibility to Recipient shall be earn the Shares subject to Recipientthis Award), Participant’s continuing service interest in the Restricted Share Units awarded under Section 1 will become vested and nonforfeitable as follows: thirty-three and one-third percent (33-1/3%) of the Restricted Share Units will vest on each one year anniversary of the Award Date such that all of the Restricted Share Units will be fully vested after three (3) years from the Award Date so long as Participant remains a director bona fide employee of the Company during or its Affiliates (“Employment”), except as provided in subparagraphs (c) and (d) below. Upon vesting, the Compensation Period. American Depositary Receipts representing the Shares subject to the vested Restricted Share Units will be delivered to Participant from the Trust, provided the withholding requirements of Section 6 have been satisfied. (b) If Recipient does not serve as a director for the entire Compensation Period Participant’s Employment is terminated for any reason, then, except as otherwise provided in subparagraphs (c) or (d), all shares of Restricted Stock that are unvested Share Units to the extent not yet vested under subparagraph (a) on the effective date Participant ceases Employment will be forfeited by Participant without payment of any Shares or other consideration to Participant therefor. (c) If Participant’s Employment terminates by reason of death or Disability (as defined below), Participant’s interest in all Restricted Share Units awarded hereunder will become fully vested and nonforfeitable as of the date of Recipienttermination of Employment. For purposes of this Agreement, “Disability” means disability which entitles Participant to long-term disability benefits under the Company’s termination or Affiliate’s long-term disability plan as a director of the Company shall be forfeitedapplicable to Participant at such time; provided, however, that Recipient shall be entitled to retain all shares such disability meets the requirements of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the CompanyTreasury Regulation Section 1.409A-3(i)(4).

Vesting. (a) The Restricted Stock Shares shall vest as follows: (b) Notwithstanding the foregoing, the Restricted Shares shall vest as follows: (i) all Restricted Shares shall vest in accordance the event of the death or Disability of the Grantee; (ii) all Restricted Shares shall vest in the event that the Grantee is discharged by the Trust without Cause as defined in the Plan; and (iii) all Restricted Shares shall vest if the Grantee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control. (c) As soon as reasonably practicable after the vesting schedule attached hereto of all or any portion of the Restricted Shares, the Trust shall notify Grantee or the Grantee’s legal representative, as Exhibit applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Restricted Shares (“ATax Notice”). Grantee or Grantee’s legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Restricted Stock granted Trust shall not be required to Recipient remove the restrictions on such Shares until such time as the Grantee or the Grantee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Trust from time to time, may permit the Grantee or the Grantee’s legal representative to satisfy the Trust’s minimum statutory tax withholding obligations as determined by the Trust’s accounting department through (i) the sale of all or a portion of such Shares resulting from this Agreement through the employer’s broker or (ii) by returning to the Trust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot be subject returned to Recipient’s continuing service as a director of the Company during Trust and withheld to satisfy more than the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Companyrequired minimum statutory tax withholding amounts. In the event of RecipientGrantee or Grantee’s termination legal representative, as a director of applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Company prior to the end of the Compensation PeriodTrust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) Recipient shall promptly return returning to the Company, Trust all or a portion of the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, Shares issued under this Agreement; or (ii) withholding the stock certificate representing required amounts from other amounts due the total number of Restricted Shares granted Grantee or Grantee’s legal representative, as applicable. The Trust is authorized to Recipient pay over to the appropriate authority, all federal, state, county, city or other taxes as shall be cancelled, and (iii) the Company shall cause its transfer agent required pursuant to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyany law or governmental regulation or ruling.

Vesting. Subject to the remaining provisions of this Award: (a) Time-vesting SARs. The Restricted Stock SARs shall vest, with respect to the number of Shares indicated above in the box labeled “Time-vesting SARs,” if you remain continuously employed by the Company until the respective dates below. You may exercise them as to the number of SARs, in full or in part, at any time on or after the earliest Exercise Date or Dates identified in the following table: (b) Performance-vesting SARs: The SARs shall vest, in an amount up to your Maximum Performance-vesting SARs (defined below) on March 1, [YEAR 4],1 subject to your continued employment to that date and except as otherwise provided in Section 2 below. The precise amount in which you may vest will be determined in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be following rules, subject to Recipient’s continuing service as a director of certification by the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director Committee of the Company. In 's Economic Value Added (EVA) growth over the event of Recipient’s termination as a director [YEAR 1] through [YEAR 3] fiscal years, relative to the normalized EVA growth, over the same period, of the Company prior to peer companies identified by the end of the Compensation Period, Committee: (i) Recipient shall promptly return to If the Company, 's EVA growth is at the stock certificate evidencing the total number median level of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company's peer group, you will have the opportunity to vest in all of the Performance-vesting Shares (at Target Level). (ii) If the stock certificate representing Company's EVA growth is above the total number median level of Restricted Shares granted the Company's peer group, you will have the opportunity to Recipient shall be cancelledvest in a multiple (set by the Committee) of your Performance-vesting SARs, and up to your Maximum Performance-vesting SARs. 1 For awards with an Award Date of December 3, [YEAR]. For awards with a later Award Date, throughout this Award “March 1, [YEAR 4]” means the later of March 1, [YEAR 4] or the third anniversary of the Award Date. (iii) If the Company shall cause its transfer agent Company's EVA growth is below the median level of the Company's peer group but above the 40th percentile of the peer group, you will have the opportunity to issue vest in at least a new stock certificate fraction (set by the Committee) of your Performance-vesting SARs (so that the Total Number of SARs vested will be less than the Target Level). (iv) If the Company's EVA growth is at or below the 40th percentile of the Company's peer group, you will not have the opportunity to Recipient representing vest in any portion of your Performance-vesting SARs (at Target Level or otherwise). Your “Maximum Performance-vesting SARs” is 200% of the number of shares SARs indicated above in the box labeled “Total Number of Restricted Stock that were vested as SARs (at Target Level)” minus the number of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyyour Time-vesting SARs.

Vesting. The Restricted Stock (a) For any Award Period, the following number of Performance Shares shall vest if and only if a Management Representative (defined below) or the Compensation Committee, as applicable, determines, in accordance with this Paragraph 4, that the Performance Target (as defined in Paragraph 4(e)(iii)) for that Award Period has been met by the Trust: If there are any Performance Shares that have not vested after Management's Representative or the Compensation Committee, as applicable, has determined the number of Performance Shares that will vest with respect to the final Award Period, then any and all then-remaining Performance Shares which have not vested shall terminate and be forfeited. (b) Within sixty (60) days after the end of each Award Period, Management's Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Key Employee (or the executors or administrators of the Key Employee's estate) of such determination. If Management's Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Key Employee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control. (d) As soon as reasonably practicable after the vesting schedule attached hereto of all or any portion of the Performance Shares, the Trust shall notify Key Employee or the Key Employee's legal representative, as Exhibit applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“ATax Notice”). Key Employee or Key Employee's legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Restricted Stock granted Trust shall not be required to Recipient remove the restrictions on such Shares until such time as the Key Employee or the Key Employee's legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Trust from time to time, may permit the Key Employee or the Key Employee's legal representative to satisfy the Trust's minimum statutory tax withholding obligations as determined by the Trust's accounting department through (i) the sale of all or a portion of such Shares resulting from this Agreement through the employer's broker or (ii) by returning to the Trust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot be subject returned to Recipient’s continuing service as a director of the Company during Trust and withheld to satisfy more than the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Companyrequired minimum statutory tax withholding amounts. In the event of Recipient’s termination Key Employee or Key Employee's legal representative, as a director of applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Company prior to the end of the Compensation PeriodTrust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) Recipient shall promptly return returning to the Company, Trust all or a portion of the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, Shares issued under this Agreement; or (ii) withholding the stock certificate representing required amounts from other amounts due the total number of Restricted Shares granted Key Employee or Key Employee's legal representative, as applicable. The Trust is authorized to Recipient pay over to the appropriate authority, all federal, state, county, city or other taxes as shall be cancelled, and required pursuant to any law or governmental regulation or ruling. (iiie) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number For purposes of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Company.this Agreement:

Vesting. The (i) All of the Restricted Stock Units shall initially be unvested. All Restricted Stock Units shall vest in accordance with based on the vesting schedule attached hereto as Exhibit “A”Company’s achievement of the Performance Goals. The Compensation Committee shall determine achievement of such Performance Goals in its sole discretion, and the date upon which the Compensation Committee determines such performance shall be the applicable vesting date (the “Date of Vesting”). If Grantee terminates Grantee’s Business Relationship with Lands’ End prior to the Date of Vesting (except as provided in subsection 3(a)(ii) and (iii) below), such Grantee shall forfeit any unvested Restricted Stock granted Units upon such termination of employment. (ii) If, following the twelve (12) month anniversary of the Issuance Date, Grantee’s Business Relationship with Lands’ End terminates due to Recipient the Grantee’s permanent and total disability (as defined in the Company’s long-term disability program, regardless of whether the Grantee is covered by such program) (“Disability”), Restricted Stock Units not previously vested shall be subject remain eligible to Recipient’s continuing service as vest on a director prorated basis through the date of termination based on actual performance of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to at the end of the Compensation Performance Period. (iii) If, following the twelve (12) month anniversary of the Issuance Date, Grantee’s Business Relationship with Lands’ End terminates due to the Grantee’s death, Restricted Stock Units not previously vested shall remain eligible to vest on a prorated basis through the date of death, and his or her estate shall be eligible to receive such pro-rated Restricted Stock Unit award, payable in cash based on actual performance of the Company at the end of the Performance Period. (iv) Any proration of the Restricted Stock Units described in subsections 3(a)(ii) and(iii) shall be based on a fraction, the numerator of which is the number of full months lapsed during the Performance Period through the date of termination or death, as applicable, and the denominator of which is the full number of months in the Performance Period (the “Pro Rata Fraction”) and the number of Restricted Stock Units which vest per subsections 3(a)(ii) and (iii), shall be determined by multiplying (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested .Pro Rata Fraction by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) Stock Units that would have vested based on actual performance as determined by the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing Compensation Committee at the number of shares of Restricted Stock that were vested as end of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the CompanyPerformance Period.

Vesting. The (a) Except as may be otherwise provided in Section 3, Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall vest be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the one-year period beginning September 1, 2020 and ending on August 31, 2021 (the “Performance Period”). Cumulative EPS for the Performance Period shall be measured on August 31, 2021 (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target; and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with previously approved Board restructuring plans, divided by the weighted average number of outstanding shares as of August 31, 2021 and determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement, any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the Performance Goal and all other conditions for the vesting schedule attached hereto as Exhibit of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than ninety (90) days after the last day of the Performance Period (“ADetermination Date”). The Restricted Stock granted to Recipient Committee shall be subject to Recipient’s continuing service as a director make this determination, provided that, for any Grantee who is not an “officer” of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares purposes of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director Section 16 of the Company shall Securities Exchange Act of 1934, as amended, the determination may be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, made by (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the CompanyGrantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the stock certificate representing Chief Operating Officer of the total number of Restricted Shares granted to Recipient shall be cancelled, and Company or (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as President of the effective date Company (each, an “Authorized Officer”). The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of Recipient’s termination as compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a director of Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, which shall be delivered or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Company or the Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2017 and ending on August 31, 2020 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2020 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under approved plans, goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill [ ] divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary in the preceding sentence, the attainment of the Performance Goal will be measured by appropriately adjusting the evaluation of Performance Goal performance to exclude the effect of any changes in accounting principles that may be required by GAAP after the Date of Grant affecting the Company’s Performance Goal results. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Less than [$X] 0 % [$X] 20 % [$X] 100 % [$X] 150 % Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting schedule attached hereto of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as Exhibit an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“ADetermination Date”). The Restricted Stock granted to Recipient Committee shall be subject to Recipient’s continuing service as a director make this determination, provided that, for any Grantee who is not an “officer” of the Company during for purposes of Section 16 of the Compensation Period. If Recipient does not serve Securities Exchange Act of 1934, as a director for amended, the entire Compensation Period for any reasondetermination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, all shares of Restricted Stock that are unvested on by the effective date of Recipient’s termination as a director Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). The Committee’s or Authorized Officer’s good faith determination shall be forfeitedfinal, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, that Recipient no such reduction may be made after a Change in Control. The Grantee shall not be entitled to retain all shares of Restricted Stock that are vested on any claim or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested recourse if any action or inaction by the Company, (ii) or any other circumstance or event, including any circumstance or event outside the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as control of the effective date of Recipient’s termination as a director Grantee, adversely affects the ability of the Company, which shall be delivered Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. (a) The Restricted Stock Units shall vest, if at all, as provided in the Vesting Schedule set forth in your Grant Notice and the Plan, provided that vesting shall cease upon the termination of your Continuous Service. Note that if a vesting date falls on a day that is not a business day, such day shall instead fall on the last preceding business day. Notwithstanding the foregoing, in the event that you are subject to the Company’s Stock Trading By Officers and Directors policy (or any successor policy) and any shares covered by your Award vest on a day (the “Original Vest Date”) that does not occur during a “window period” applicable to you as determined by the Company in accordance with such policy, then such shares shall not vest on such Original Vest Date and shall instead vest on the earliest to occur of the following: (i) the first day of the next “window period” applicable to you pursuant to such policy; (ii) your Involuntary Termination Without Cause (as defined in Section 2(b) below) after the Original Vest Date; or (iii) the day that is sixty (60) days after the Original Vest Date. Shares acquired by you that have vested in accordance with the vesting schedule attached hereto as Exhibit Vesting Schedule set forth in the Grant Notice and this Section 2(a) or any other provision of the Plan are “AVested Shares.” Shares acquired by you pursuant to this Agreement that are not Vested Shares are “Unvested Shares.”. The Restricted Stock granted (b) For purposes of this Agreement, “Involuntary Termination Without Cause” shall mean the Company’s termination of your Continuous Service unless such termination was on account of the occurrence of any of the following: (i) your commission of any felony or any crime involving fraud, dishonesty or moral turpitude; (ii) your attempted commission of, or participation in, a fraud or act of dishonesty against the Company or an Affiliate; (iii) your intentional, material violation of any material contract or agreement between you and the Company or an Affiliate or any statutory duty owed to Recipient shall be subject to Recipient’s continuing service as a director the Company or an Affiliate; (iv) your unauthorized use or disclosure of confidential information or trade secrets of the Company during or an Affiliate; or (v) your gross misconduct. The determination that your Continuous Service was terminated due to an Involuntary Termination Without Cause shall be made by the Compensation PeriodCompany in its sole discretion. If Recipient does not serve as a director Any such determination by the Company for the entire Compensation Period purposes of this Agreement shall have no effect upon any determination of the rights or obligations of you or the Company for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companypurpose.

Vesting. The Restricted Stock shall vest 100% on [the date of the initial Amendment to the Executive Letter of Reappointment referenced herein] Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in accordance with a form reasonably satisfactory to the vesting schedule attached hereto Company of the loss, theft, destruction or mutilation of these Options or any certificates for representing the Shares underlying these Options and, in the event of mutilation, following the surrender and cancellation of such Options or stock certificate, the Company will make and deliver replacement Options or stock certificate of like tenor and dated as Exhibit “A”of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld. The Restricted Stock granted to Recipient Any such replacement Options or stock certificates shall be subject to Recipient’s continuing service the same terms, conditions, and restrictions as a director of the Company during the Compensation Periodthese Options and any Shares underlying these Options. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior Subject to the end restrictions and requirements of the Compensation Periodapplicable law, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total these Options are exchangeable at any time for an equal aggregate number of shares options of Restricted Stock granted to Recipientdifferent denominations, together with a duly executed stock power and as reasonably requested by the Optionee surrendering the same, or in such other instruments of assignment and agreements denominations as may be requested by the Company, Optionee (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing but not exceeding the number of shares Shares underlying the Options in these Options in the aggregate). No service charge will be made for such registration or transfer, exchange or reissuance. Proportionate adjustments shall automatically be made to both the Exercise Price and number of Restricted Stock that were vested as these Options, and the Restrictions on Exercise [if applicable], in the event of a stock split, stock dividend, reclassification, recapitalization, or any other increase or decrease in the number of issued Shares of the effective date Company effected without receipt of Recipient’s termination consideration by the Company, or upon any other event reasonably determined by a majority of the Board of Directors of the Company to justify such adjustments. Shares issued to you upon exercise of these Options shall be registered under the Securities Act of 1933, as a director amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan. By your signature and the signature of the Company’s representative below, which shall you and the Company agree to the terms of these Options. LIGHTLAKE THERAPEUTICS INC. Optionee Dr. M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chairman Ladies and Gentlemen: This letter constitutes an unconditional and irrevocable notice that I hereby exercise the stock option(s) granted to me by Lightlake Therapeutics Inc., a Nevada corporation (the “Company”) on _______________ at a fair market value of US$ ______ per share. Pursuant to the terms of such option(s), I wish to purchase _______________ shares of the common stock covered by such option(s) at the exercise price(s) of US$ ______ per share via cashless exercise. These shares should be registered under the Securities Act of 1933, as amended, and delivered to Recipient promptly upon receipt thereof by the Company.as follows: Address: Social Security Number: I represent that I will not dispose of such shares in any manner that would involve a violation of applicable securities laws. Dated: By: Name:

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the five-year period beginning [ ], and ending on [ ] (the “Performance Period,” subject to early termination in accordance with Section 2(b)). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ], [ ], [ ] and [ ] and shall be measured on three dates: [ ], [ ] and [ ] (each a “Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the first Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director of following schedule: Beginning [ ] and Ending [ ] Notwithstanding the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Periodforegoing schedule, (i) Recipient if the certified achievement of the Performance Goal at the first Measurement Date (that is, [ ]) is at or above a Cumulative EPS of [$X] (that is, 100 percent or more of the related Shares are certified to vest and become non-forfeitable), then the Performance Period shall promptly return end on the first Measurement Date and no additional related Shares shall be available to become vested under this Agreement; (ii) if the Companycertified achievement of the Performance Goal at the first Measurement Date is at a Cumulative EPS of less than [$X] (that is, less than 100 percent, if any, of the stock certificate evidencing related Shares are certified to vest and become non-forfeitable), then the total cumulative percentage of related Shares underlying the Restricted Stock Units that may be certified to vest and become non-forfeitable during the Performance Period shall not exceed 100 percent, and the number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power Units and such other instruments of assignment and agreements as related Shares that may be requested certified to vest and become non-forfeitable as of any Measurement Date after the first Measurement Date shall be reduced (but not below zero) by the number of Restricted Stock Units and related Shares, if any, that were certified to vest and become non-forfeitable on any preceding Determination Date (as defined below); and (iii) no fractional Shares shall be issued, and subject to the preceding limitations on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares through the first Measurement Date and 100 percent of the related Shares thereafter), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the second Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (d) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the third Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (e) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after each Measurement Date during the Performance Period (each, a “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, (ii) or any other circumstance or event, including any circumstance or event outside the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as control of the effective date of Recipient’s termination as a director Grantee, adversely affects the ability of the Company, which shall be delivered Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall vest be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [September 1, 2021] and ending on [August 31, 2024] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on [August 31, 2024] (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the Performance Goal and all other conditions for the vesting schedule attached hereto as Exhibit of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than ninety (90) days after the last day of the Performance Period (“ADetermination Date”). The Restricted Stock granted to Recipient Committee shall be subject to Recipient’s continuing service as a director make this determination, provided that, for any Grantee who is not an “officer” of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares purposes of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director Section 16 of the Company shall Securities Exchange Act of 1934, as amended, the determination may be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, made by (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the CompanyGrantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the stock certificate representing Chief Operating Officer of the total number of Restricted Shares granted to Recipient shall be cancelled, and Company or by (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as President of the effective date Company (each, an “Authorized Officer”). The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of Recipient’s termination as compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a director of Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, which shall be delivered or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Company or the Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting schedule attached hereto of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as Exhibit an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“ADetermination Date”). The Restricted Stock granted to Recipient Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to Recipient’s continuing service as an exercise of discretion to determine a director level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company during and the Compensation PeriodGrantee. If Recipient does not serve as a director for The Committee or such Authorized Officer may, in its discretion, reduce the entire Compensation Period for any reasonamount of compensation otherwise to be paid or earned in connection with this award, all shares notwithstanding the level of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director achievement of the Company shall be forfeitedPerformance Goal or any contrary provision of the Plan; provided, that Recipient no such reduction may be made after a Change in Control. The Grantee shall not be entitled to retain all shares of Restricted Stock that are vested on any claim or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested recourse if any action or inaction by the Company, (ii) or any other circumstance or event, including any circumstance or event outside the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as control of the effective date of Recipient’s termination as a director Grantee, adversely affects the ability of the Company, which shall be delivered Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The All of the Restricted Stock Units shall initially be unvested. Twenty-five percent (25%) of the Restricted Stock Units (rounded up to the nearest whole number) shall vest on the first anniversary of the date of this Agreement and on each of the next three (3) successive anniversaries thereof (each such anniversary, a “Vesting Date”) unless previously vested or forfeited in accordance with the vesting schedule attached hereto as Exhibit Plan or this Agreement (the “ANormal Vesting Schedule”. The ). (i) Any Restricted Stock granted Units that fail to Recipient shall be subject to Recipient’s continuing service as a director of vest because the Company during the Compensation Period. If Recipient does employment condition is not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company satisfied shall be forfeited; provided, that Recipient shall be entitled subject to retain all shares the special provisions set forth in Subsections 3(a)(ii) through 3(a)(iv). (ii) If Participant’s employment terminates due to death or Permanent Disability or in the event of Restricted Stock that are vested on or before a Change in Control where the effective date of Recipient’s termination as a director holders of the Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, Restricted Stock Units not previously vested shall immediately become vested. With respect to any of the Restricted Stock Units that constitute “deferred compensation” as defined under Code Section 409A, for purposes of this Section 3(a)(ii) and any acceleration of the Restricted Stock Units upon a Change in Control, a Change in Control shall be deemed to occur only if, in addition to the requirements set forth in the Plan, the Change in Control also meets the requirements of IRS Reg. §1.409A-3(i)(5), to the extent necessary to avoid the imposition of taxes thereunder. (iii) If on or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), Participant terminates employment for Good Reason, or is terminated by the Company without Cause, Restricted Stock Units not previously vested shall immediately become vested. (iv) In the event of RecipientParticipant’s termination as a director of the Company prior to the end of Retirement, the Compensation PeriodCommittee may determine, in its sole discretion, whether and the manner in which Restricted Stock Units not previously vested (ior any portion thereof) Recipient shall promptly return be vested and be settled pursuant to Section 3(d). In the Companyabsence of Compensation Committee action, upon such Retirement, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were Units which have not vested as of the effective date of Recipientsuch termination shall vest pro-rata as of the date of Participant’s termination Retirement. All such Restricted Stock Units which shall have not vested as a director result of such Retirement shall be immediately and automatically forfeited without consideration of any kind and to the extent that the date Participant first becomes eligible for Retirement and the vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified deferred compensation, subject to the requirements of Code Section 409A unless an exemption under the treasury regulations is available. The number of unvested Restricted Stock Units that shall vest pro-rata upon Retirement (absent action to the contrary by the Compensation Committee) described in the penultimate sentence of the Company, which foregoing paragraph of this Section 3(a)(iv) shall be delivered to Recipient promptly upon receipt thereof calculated by multiplying (A) the quotient obtained by dividing the number of completed months that Participant was employed by the CompanyCompany or one of its Subsidiaries since the most recent Vesting Date by 48, by (B) the number of Restricted Stock Units subject to this Agreement.

Vesting. The Restricted Stock (a) Except as provided in subparagraph (b) below, in order to become vested in the Target Units, the Participant must continue to be employed by, or providing service to the Employer (as defined in the Plan) from the Award Date through the Redemption Date (as defined below); provided, however, that the number of Target Units that shall vest become vested shall be determined based on satisfaction of the Performance Goals. No vesting of the Target Units shall occur until the Committee has certified the level of achievement of the Performance Goals, which certification shall occur as soon as administratively practicable after the end of the applicable performance period, but not later than sixty (60) days following the end of the applicable performance period (the “Certification Date”). Any portion of the Target Units that do not become vested because of the failure to fully satisfy the Performance Goals shall be forfeited as of the Certification Date and the Participant shall have no rights with respect to redemption of the portion of the Target Units that have become forfeited. (b) Except as provided in accordance subparagraphs (c) and (d) below, if at any time prior to the Redemption Date the Participant’s employment or service with the vesting schedule attached hereto Employer terminates for any reason other than death, Disability (as Exhibit “A”. The Restricted Stock granted defined in the Plan) or Retirement (as defined in the Plan), all of the Target Units subject to Recipient this Award Agreement will be immediately forfeited and the Participant shall have no rights with respect to the redemption of any portion of the Target Units. (i) Notwithstanding any provision to the contrary herein, if the Participant’s employment or service with the Company is terminated on account of the Participant’s Retirement and the Committee makes the determination described in clause (ii) of this subparagraph (c), then the Participant shall continue to be eligible to earn the Target Units, subject to and based on the level of achievement of the Performance Goals as certified by the Committee, and shall be subject eligible to Recipient’s continuing service as a director receive payment of the Company during the Compensation Period. If Recipient does not serve Target Units as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeitedset forth herein; provided, that Recipient the portion of the Participant’s Target Units that the Participant shall be entitled eligible to retain all shares receive shall be determined based on the Participant’s age and term of Restricted Stock that are vested on employment with or before service to the effective date of Recipient’s termination as a director Company or an Affiliate of the Company. , as set forth in the following clauses (1) — (6): (1) In the event the Participant’s Retirement occurs after the Participant has attained age 55 or 56, with at least 10 years of Recipientemployment or service for the Company or an Affiliate, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the first anniversary of the date of Retirement. (2) In the event the Participant’s Retirement occurs after the Participant has attained age 57 or 58, with at least 8 years of employment or service for the Company or an Affiliate, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the second anniversary of the date of Retirement. (3) In the event the Participant’s Retirement occurs after the Participant has attained age 59 or 60, with at least 6 years of employment or service for the Company or an Affiliate, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the third anniversary of the date of Retirement. (4) In the event the Participant’s Retirement occurs after the Participant has attained age 61 or 62, with at least 4 years of employment or service for the Company or an Affiliate, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the third anniversary of the date of Retirement. (5) In the event the Participant’s Retirement occurs after the Participant has attained age 63 or 64, with at least 2 years of employment or service for the Company or an Affiliate, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the third anniversary of the date of Retirement. (6) In the event the Participant’s Retirement occurs after the Participant has attained age 65 or older, the participant shall remain eligible to receive any Target Units as to which the applicable Redemption Date had already occurred at the date of Retirement or will occur prior to or on the third anniversary of the date of Retirement. (ii) In order for the Participant to continue to remain eligible to earn the Target Units following the Participant’s termination of employment or service on account of Retirement as set forth in this subparagraph (c), the Committee must make a director determination, evidenced by an affirmative action on the part of the Company prior to Committee, that such termination of employment or service constitutes termination of employment or other active for-profit service that is undertaken in good faith by the end Participant, meaning, among other factors that may be taken into account in the sole discretion of the Compensation PeriodCommittee, that the termination of employment or service is determined by the Committee, in its sole discretion, (i) Recipient shall promptly return not to be materially detrimental to the Company, the stock certificate evidencing the total number business interests of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) not to result in a violation of any obligations of the stock certificate representing Participant to the total number of Restricted Shares granted to Recipient shall be cancelledCompany, and (iii) to be motivated by the Participant’s intention, following such termination, to cease working on a full-time basis, for the Company shall cause its transfer agent or any other employer, or to issue provide services, whether on a new stock certificate consulting, independent contractor, employee or other basis to Recipient representing any entity engaged in the number business of shares of Restricted Stock that were vested as owning, operating or developing commercial real estate. Absent such an affirmative action on the part of the effective date of RecipientCommittee, the Participant shall not remain eligible to earn the Target Units referred to in this subparagraph (c) and the Target Units will be immediately forfeited. (d) Notwithstanding any provision to the contrary herein, if the Participant’s termination as a director employment or service with the Company is terminated on account of the CompanyParticipant’s death, which or Disability, the Participant shall continue to be delivered eligible to Recipient promptly upon receipt thereof earn the Target Units based on the level of achievement of the Performance Goals as certified by the CompanyCommittee, and shall receive payment of the Target Units as set forth herein.

Vesting. The Restricted Stock If a Change in Control occurs prior to December 31, 2030, the PSUs (if and to the extent not previously forfeited) that are earned at the level set forth in Section 3 or Section 8(a), as applicable, shall vest effective as of such Change in Control, except to the extent that another award meeting the requirements of Section 14 of the Incentive Plan (as determined by the Committee as of immediately prior to the Change in Control, in its sole discretion) is provided to the Participant to replace the earned PSUs (any award meeting the requirements of Section 14 of the Incentive Plan, a “Replacement Award”). From and after the Change in Control, any such Replacement Award shall vest solely based on the Participant’s service through the Vesting Dates, subject to accelerated vesting on certain terminations of employment as set forth in Section 5(e) above. Notwithstanding the foregoing provisions of this Section 8(b), if the Participant has incurred a Termination of Service due to Retirement prior to the Change in Control, the Proration Fraction shall apply to the PSUs that are determined to be earned under Section 8(a) above, and any Replacement Award delivered in respect thereof shall be fully vested and the Shares with respect thereto shall be delivered on the Scheduled Settlement Dates specified in Section 6(a). If Replacement Awards are provided, from and after the Change in Control, references herein to the PSUs shall refer to the Replacement Awards, and references to the Company include any surviving successor entity following the Change in Control, in each case unless the context clearly indicates otherwise. For the avoidance of doubt, with respect to any Participant who incurs a Termination of Service by the Company without Cause or due to the Participant’s death, Disability or Retirement, in each case, prior to a Change in Control, such Participant’s PSUs shall be settled in accordance with the vesting schedule attached hereto Sections 5(a)-(d), as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyapplicable.

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall vest be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2021 and ending on August 31, 2024 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2024 (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Below [**Redacted] 0 % [**Redacted] 20 % [**Redacted] 100 % [**Redacted] 150 % Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the Performance Goal and all other conditions for the vesting schedule attached hereto as Exhibit of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period (“ADetermination Date”). The Restricted Stock granted to Recipient Committee shall be subject to Recipient’s continuing service as a director make this determination, provided that, for any Grantee who is not an “officer” of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares purposes of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director Section 16 of the Company shall Exchange Act, the determination may be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, made by (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the CompanyGrantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the stock certificate representing Chief Operating Officer of the total number of Restricted Shares granted to Recipient shall be cancelled, and Company or by (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as President of the effective date Company (each, an “Authorized Officer”). The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of Recipient’s termination as compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a director of Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, which shall be delivered or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Company or the Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The Restricted Stock (a) For any Award Period, the following number of Performance Shares shall vest if and only if a Management Representative (defined below) or the Compensation Committee, as applicable, determines, in accordance with this Paragraph 4, that the Performance Target (as defined in Paragraph 4(e)(iii)) for that Award Period has been met by the Trust: If there are any Performance Shares that have not vested after Management’s Representative or the Compensation Committee, as applicable, has determined the number of Performance Shares that will vest with respect to the final Award Period, then any and all then-remaining Performance Shares which have not vested shall terminate and be forfeited. (b) Within sixty (60) days after the end of each Award Period, Management’s Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Grantee (or the executors or administrators of the Grantee’s estate) of such determination. If Management’s Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Grantee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control. (d) As soon as reasonably practicable after the vesting schedule attached hereto of all or any portion of the Performance Shares, the Trust shall notify Grantee or the Grantee’s legal representative, as Exhibit applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“ATax Notice”). Grantee or Grantee’s legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Restricted Stock granted Trust shall not be required to Recipient remove the restrictions on such Shares until such time as the Grantee or the Grantee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Trust from time to time, may permit the Grantee or the Grantee’s legal representative to satisfy the Trust’s minimum statutory tax withholding obligations as determined by the Trust’s accounting department through (i) the sale of all or a portion of such Shares resulting from this Agreement through the employer’s broker or (ii) by returning to the Trust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot be subject returned to Recipient’s continuing service as a director of the Company during Trust and withheld to satisfy more than the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Companyrequired minimum statutory tax withholding amounts. In the event of RecipientGrantee or Grantee’s termination legal representative, as a director of applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Company prior to the end of the Compensation PeriodTrust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) Recipient shall promptly return returning to the Company, Trust all or a portion of the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, Shares issued under this Agreement; or (ii) withholding the stock certificate representing required amounts from other amounts due the total number of Restricted Shares granted Grantee or Grantee’s legal representative, as applicable. The Trust is authorized to Recipient pay over to the appropriate authority, all federal, state, county, city or other taxes as shall be cancelled, and required pursuant to any law or governmental regulation or ruling. (iiie) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number For purposes of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Company.this Agreement:

Vesting. Any earned bonus must be vested in order to become payable. The Restricted Stock following rules shall apply in determining your earned and vested benefit: (a) Amounts earned for Contract Bonuses shall fully vest upon the Company’s entering into such Signed, Expanded or Extended Contract. Subject to the provisions below, you must remain employed with the Company or its affiliates until the end of the Performance Period in order to vest in accordance your earned bonus amounts for the Growth Award under paragraph 3 and for the OSPP Bonus under paragraph 4. (b) In the event that your employment with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director of the Company is terminated during the Compensation Period. If Recipient does not serve as Performance Period pursuant to Sections VI, VIII(i),(iii)(and only in the event of a director for the entire Compensation Period for any reasonChange in Responsibility)(iv) or X of your Employment Agreement (a “Qualifying Termination”), all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient you shall be entitled to retain all shares full vesting of Restricted Stock the Growth Award, and provided that are you have not missed any of the milestones set forth in Section 4, you shall also be entitled to full vesting of the OSSP Bonus, and further subject to Section 6(c) and 6(d) respectively. (c) In the event that your Growth Award is vested pursuant to Section 6(b) above, the amount of the payment pursuant to the Growth Award shall be based on the Company’s international business’ projected gross revenue for the full twelve month period immediately following the month of your Qualifying Termination as determined by the Company’s Chief Executive Officer using the same methodology as set forth in paragraph 3. * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION (d) In the event that your OSSP Bonus is vested pursuant to Section (b) above or before (e) below, the effective amount of the payment pursuant to the OSSP Bonus shall equal $1,000,000 multiplied by a fraction, the numerator of which is the number of months from September 1, 2010 through the date of Recipient’s termination your Qualifying Termination, and the denominator of which is 28, provided that in the event you have met all of the milestones set forth in Section 4 prior to a vesting event described in Sections (b) or (e), you shall be entitled to the full amount of the OSSP Bonus. (e) In the event that there is a Change in Control of the Company (as defined under the Plan) that will have a director Material Adverse Effect on the international business or a sale of the Company’s international business operations while you are employed as an Eligible Employee, you shall be entitled to full vesting of the Growth Award, and provided that you have not missed any of the milestones set forth in Section 4, you shall also be entitled to full vesting of the OSSP Bonus, and further subject to Section 6(d) and the following sentence. For purposes of this Section 6(e), the Growth Award shall be calculated within 30 days following the occurrence of an event described in the prior sentence by calculating the Company’s international business’ projected revenue for the full twelve month period immediately following such Change in Control or sale of the Company’s international business operations as determined by the Company’s Chief Executive Officer using the same methodology as set forth in paragraph 3 at the time of such Change in Control or sale. In the event of Recipient’s termination as that there is a director Change in Control of the Company (as defined under the Plan) that will not have a Material Adverse Effect on the international business, this Agreement and the long-term performance award hereunder will continue in full force and effect until the end of the Performance Period. For purposes of this Section 6(e), a Material Adverse Effect on the international business means: (1) a material change in the organizational and reporting structure of the international business, (2) a material change in the strategic direction of the international business, or (3) a material decrease in the investment in and budget for the international business. (f) Notwithstanding the foregoing, if, prior to the end of the Compensation Performance Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together your employment with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company terminates pursuant to Section VII or IX of your Employment Agreement, then you shall cause its transfer agent immediately forfeit all rights to issue a new stock certificate payments pursuant to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Companyyour Growth Award, which shall be delivered to Recipient promptly upon receipt thereof by the Companyyour OSSP Bonus and any Contract Bonuses for Signed, Extended or Expanded Contracts signed following such termination.

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the five-year period beginning [ ], and ending on [ ] (the “Performance Period,” subject to early termination in accordance with Section 2(b)). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ], [ ], [ ] and [ ] and shall be measured on three dates: [ ], [ ] and [ ] (each a “Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the first Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director of following schedule: Beginning[ ] and Ending[ ] Notwithstanding the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Periodforegoing schedule, (i) Recipient if the certified achievement of the Performance Goal at the first Measurement Date (that is, [ ]) is at or above a Cumulative EPS of [$X] (that is, 100 percent or more of the related Shares are certified to vest and become non-forfeitable), then the Performance Period shall promptly return end on the first Measurement Date and no additional related Shares shall be available to become vested under this Agreement; (ii) if the Companycertified achievement of the Performance Goal at the first Measurement Date is at a Cumulative EPS of less than [$X] (that is, less than 100 percent, if any, of the stock certificate evidencing related Shares are certified to vest and become non-forfeitable), then the total cumulative percentage of related Shares underlying the Restricted Stock Units that may be certified to vest and become non-forfeitable during the Performance Period shall not exceed 100 percent, and the number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power Units and such other instruments of assignment and agreements as related Shares that may be requested certified to vest and become non-forfeitable as of any Measurement Date after the first Measurement Date shall be reduced (but not below zero) by the number of Restricted Stock Units and related Shares, if any, that were certified to vest and become non-forfeitable on any preceding Determination Date (as defined below); and (iii) no fractional Shares shall be issued, and subject to the preceding limitations on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares through the first Measurement Date and 100 percent of the related Shares thereafter), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the second Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning[ ] and Ending[ ] (d) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the third Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning[ ] and Ending[ ] (e) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after each Measurement Date during the Performance Period (each, a “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, (ii) or any other circumstance or event, including any circumstance or event outside the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as control of the effective date of Recipient’s termination as a director Grantee, adversely affects the ability of the Company, which shall be delivered Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The Company will issue your Restricted Stock shall vest in accordance with your name as of the vesting schedule attached hereto as Exhibit “A”▇▇▇▇▇ Date set forth on the cover sheet of this Agreement. The number of shares of Stock, if any, that are eligible to vest pursuant to the terms of this Agreement (the “Eligible Stock”) will be calculated based on the attainment, as determined by the Committee, of the performance factors described in Exhibit A to this Agreement (the “Performance Factors”) over the Performance Period set forth on the cover sheet, which number of shares of Eligible Stock may be equal to all or a portion, including none, of the Maximum Number of Shares of Stock set forth on the cover sheet of this Agreement. Promptly following the completion of the Performance Period (and no later than seventy-five (75) days following the end of the Performance Period), the Committee will review and certify in writing (i) whether, and to what extent, the Performance Factors for the Performance Period have been achieved and (ii) the number of shares of Eligible Stock. Such certification will be final, conclusive, and binding. If the Committee’s certification of the Performance Factors produces a fractional share of Eligible Stock, the number of shares of Eligible Stock shall be rounded down to the next whole integer. Your right to the Eligible Stock will vest on the Vesting Date (as defined in Exhibit A to this Agreement), subject to your continued Service through the Vesting Date. Trading Restrictions If you are subject to any Company “blackout” policy or other trading restriction imposed by the Company (a “Restricted Stock granted Period”) on the Vesting Date, any vesting scheduled to Recipient occur on such date shall occur instead on the first subsequent date on which you are not subject to any such policy or restriction. For purposes of this provision, you acknowledge that you may be subject to Recipient’s continuing service as a director of Restricted Period for any reason that the Company determines appropriate, including Restricted Periods generally applicable to employees or groups of employees or Restricted Periods applicable to you during an investigation of allegations of misconduct by you. Forfeiture of Unvested Stock Unless the Compensation Period. If Recipient does not serve as a director for termination of your Service triggers accelerated vesting or other treatment of your Grant pursuant to the entire Compensation Period terms of this Agreement, the Plan, or any other written agreement between the Company or Affiliate and you (including your Employment Agreement), in the event that your Service terminates for any reason, you will forfeit to the Company all of the shares of Restricted Stock subject to this Grant that are unvested have not yet vested or with respect to which all applicable restrictions and conditions have not lapsed. Leaves of Absence For purposes of this Agreement, your Service does not terminate when you go on a bona fide employee leave of absence that was approved by the effective date of Recipient’s termination as a director Company or an Affiliate in writing, if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by applicable law. However, your Service will be treated as terminating ninety (90) days after you went on employee leave, unless your right to return to active work is guaranteed by law or by a contract. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company shall be forfeited; provideddetermines, that Recipient shall be entitled to retain in its sole discretion, which leaves count for this purpose and when your Service terminates for all purposes under the Plan. Issuance The issuance of the shares of Restricted Stock that are vested on or before the effective date and shares of Recipient’s termination Stock under this Grant will be evidenced in such a manner as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, in its discretion, will deem appropriate, including, without limitation, book-entry or direct registration (including transaction advices) or the stock certificate evidencing issuance of one or more share certificates. As your interest in the total number of shares of Restricted Stock granted to Recipientvests, together with a duly executed stock power and such other instruments the recordation of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock and shares of Stock attributable to you will be appropriately modified. If and to the extent that were vested as the shares of Restricted Stock are represented by share certificates rather than book entry, all certificates representing the effective date shares of Recipient’s termination as a director of the CompanyRestricted Stock issued under this Agreement shall, which shall be delivered to Recipient promptly upon receipt thereof by the Companywhere applicable, have endorsed appropriate legends.

Vesting. (a) Except as provided in Section 2(e) of this Agreement, the PSU-TSR Award shall vest following a three-year performance period consisting of the Company’s fiscal years 20xx, 20xx and 20xx, and shall be subject to the Participant’s employment with the Company on the Vesting Date (as defined below), and the attainment of one or more performance goals established by the Committee, in its sole discretion. With respect to the grant of the PSU-TSR Award, Participant shall be eligible to vest in a percentage of PSUs as follows: Below Threshold <xxth Percentile xx% Threshold xxth Percentile xx% Target xxth Percentile xx% Stretch xxth Percentile xx% Maximum xxth Percentile xx% PSU-TSR Award vesting shall be interpolated on a linear basis for performance between Threshold and Target, between Target and Stretch, and between Stretch and Maximum. No PSUs shall vest for performance below threshold goal(s). Except as otherwise provided for in this Agreement, not later than ninety (90) days following the last day of the Company’s fiscal year 20xx, the Committee shall certify the level of performance achieved with respect to the above-referenced three-year performance period (the date of such certification being referred to as the “PSU Certification Date”). The Restricted Stock PSUs, if any, that vest in accordance with this Section 2(a) shall vest as soon as administratively practicable but no later than thirty (30) days following the PSU Certification Date (the “Vesting Date”), and any PSUs that remain unvested following the Vesting Date shall be immediately forfeited by the Participant without payment of any consideration. (b) Once vested, the PSUs shall be 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, the value of such fractional Shares shall be paid in cash. (d) If the Participant’s service as an Employee of the Company is terminated for any reason other than due to the Participant’s death or Disability, or due to Participant’s Retirement (as defined below), the PSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (e) In the event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Participant within the first year following the Grant Date of this Agreement, Participant shall be entitled to vest in 1/3 of the PSUs that would have otherwise vested had service continued through the Vesting Date, with such PSUs vesting on that date subject to the achievement of the applicable performance goals. All PSUs that do not vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient preceding sentence shall be subject to Recipient’s continuing service as a director forfeited and cancelled automatically at the time of the Company during Participant’s death, Disability or Retirement. In the Compensation Period. If Recipient does not serve as a director for event that Participant’s employment is terminated by reason of death, Disability or Retirement after the entire Compensation Period for any reasonfirst year following the Grant Date of this Agreement, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient Participant shall be entitled to retain vest in all shares PSUs that would have otherwise vested had service continued through the Vesting Date, with such PSUs vesting on that date subject to the achievement of Restricted Stock that are vested on or before the effective date applicable performance goals. (f) For purposes of Recipientthis Agreement, “Retirement” shall mean Participant’s termination of employment for any reason (other than for Misconduct as a director defined in Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of the Company. In the event of Recipient’s termination continuous service as a director an employee of the Company prior to or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the end foregoing, if the Company determines, in its sole discretion, that Participant has violated any of the Compensation Period, (i) Recipient shall promptly return Obligations in Appendix A to the Companythis Agreement, the stock certificate evidencing the total number of shares of Restricted Stock granted Participant shall not be deemed to Recipient, together with a duly executed stock power be eligible for Retirement and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient all PSUs that have not been settled shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested forfeited effective as of the effective date of Recipient’s termination as a director of that the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyviolation first occurred.

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2018 and ending on August 31, 2021 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2021 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Below [$X] 0 % [$X] 20 % [$X] 100 % [$X] 150 % Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting schedule attached hereto of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as Exhibit an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“ADetermination Date”). The Restricted Stock granted to Recipient Committee shall be subject to Recipient’s continuing service as a director make this determination, provided that, for any Grantee who is not an “officer” of the Company during for purposes of Section 16 of the Compensation Period. If Recipient does not serve Securities Exchange Act of 1934, as a director for amended, the entire Compensation Period for any reasondetermination may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, all shares of Restricted Stock that are unvested on by the effective date of Recipient’s termination as a director Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). The Committee’s or Authorized Officer’s good faith determination shall be forfeitedfinal, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, that Recipient no such reduction may be made after a Change in Control. The Grantee shall not be entitled to retain all shares of Restricted Stock that are vested on any claim or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested recourse if any action or inaction by the Company, (ii) or any other circumstance or event, including any circumstance or event outside the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as control of the effective date of Recipient’s termination as a director Grantee, adversely affects the ability of the Company, which shall be delivered Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The Restricted Stock All Allocated Shares shall vest and become exercisable immediately upon Allocation of such Shares. (Exhibit A – Exercise Conditions) TO: INSPIRATO INCORPORATED (the “Company”) Attention: Chief Financial Officer The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby elects to purchase the number of Shares set forth below covered by such Warrant. The undersigned, in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director Section 2 of the Company during Warrant, h▇▇▇▇▇ agrees to pay the Compensation Period. If Recipient does not serve as a director aggregate Exercise Price for the entire Compensation Period for any reason, all such shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director Class A Common Stock. Upon surrender of the Company shall be forfeited; providedWarrant, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior duly endorsed, to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director offices of the Company, a new warrant evidencing the remaining Shares covered by such Warrant but not yet exercised for and purchased, if any, should be issued in the name of the Holder. Capitalized terms used herein without definition are used as defined in the Warrant. The undersigned represents and warrants that the aforesaid shares are being acquired for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the shares, nor does it have any contract, undertaking, agreement or arrangement for the same, and all representations and warranties of the undersigned set forth in Section 11 of the attached Warrant are true and correct as of the date hereof. Number of Shares with respect to which shall the Warrant is being exercised: Aggregate Exercise Price to be delivered to Recipient promptly upon receipt thereof paid in cash or by the Company.wire transfer: $ Holder: By: Name: Title: ASSIGNOR: COMPANY: INSPIRATO INCORPORATED WARRANT: THE WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK ISSUED ON MARCH 13, 2023(THE “WARRANT”). DATE: _________________________

Vesting. The Except as otherwise provided in the Plan or an employment agreement or service agreement, the terms of which have been approved by the Administrator, the Restricted Stock shall Units will vest pursuant to the Vesting Schedule set forth in the Certificate. Restricted Stock Units that have vested and are no longer subject to forfeiture according to the Vesting Schedule are referred to herein as “Vested Units.” Restricted Stock Units that have not vested and remain subject to forfeiture under the Vesting Schedule are referred to herein as “Unvested Units.” The Unvested Units will vest and become payable in accordance with the vesting schedule attached hereto Vesting Schedule. As soon as Exhibit practicable after the Unvested Units become Vested Units, the Company will settle the Vested Units by issuing to Director one share of the Company’s Common Stock for each Vested Unit (the date of such settlement, the “APayment Date”). The No fractional shares shall be issued under this Agreement. (a) Forfeiture of Unvested Units. Except as otherwise provided in this Section, Restricted Stock Units previously granted to Recipient Director may be forfeited, unless the Nominating and Governance Committee of the Board shall deem facts sufficient to prevent forfeiture, if Director: i) shall be subject found guilty of a felony or is found guilty of breach of fiduciary duty to Recipient’s continuing service as a director of the Company during the Compensation Period. If Recipient does not serve as Company; ii) ceases to be a director for reasons other than death, incapacity or retirement from the entire Compensation Period for any reason, all shares Board after at least five (5) years of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination service as a director of the Company prior to the end vesting of any Restricted Stock Units awarded (an “Involuntary Termination”); or iii) elects not to stand for reelection. No Shares shall be issued or issuable with respect to any portion of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power Award that terminates unvested and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyis forfeited.

Vesting. The Restricted Stock 2.1 Participant will receive a benefit with respect to an RSU only if it vests. Except as explicitly set forth below, both of the vesting requirements described in Sections 2.2 and 2.3 below must be satisfied in order for an RSU to vest and become a “Vested RSU.” An RSU shall vest in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as and become a director of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested Vested RSU on the effective first date upon which both the Service-Based Requirement and the Liquidity Event Requirement are satisfied with respect to that particular RSU. 2.2 The “Service-Based Requirement” will be satisfied as follows: the Service-Based Requirement will be satisfied with respect to 25% of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares RSUs subject to this Award on the 12-month anniversary of Restricted Stock granted the applicable Vesting Commencement Date, and the Service-Based Requirement will be satisfied with respect to Recipient1/36th of the remaining number of RSUs monthly thereafter, together such that the Service-Based Requirement with respect to RSUs subject to this Award is fully satisfied on the fourth anniversary of the applicable Vesting Commencement Date; provided, however, that if a duly executed stock power Liquidity Event (as defined below) occurs prior to Participant’s Termination of Service, the Service-Based Requirement will be deemed to have been fully satisfied with respect to all of Participant’s then-unvested RSUs and such other instruments all of assignment and agreements the RSUs will be Vested RSUs upon the occurrence of the Liquidity Event. Except as may otherwise expressly provided in this Agreement, vesting under this Section 2.2 will cease upon Participant’s Termination of Service for any reason. 2.3 The “Liquidity Event Requirement” will be requested by satisfied as to any then-outstanding RSUs upon the Company, occurrence of a Liquidity Event (iias defined below) prior to Participant’s Termination of Service. A “Liquidity Event” means the first to occur of the following: (1) a Change in Control (as defined below); (2) the stock certificate representing the total number expiration of Restricted Shares granted to Recipient shall be cancelled, and any lock-up in connection with an IPO (iiias defined below); (3) the Sale of an HDC Brand (as defined below) or the sale of any HDC subsidiary, or any entity in which the Company shall cause its transfer agent has an ownership stake of no less than 10%; or (4) the date that is one day prior to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as tenth anniversary of the effective date Date of Recipient’s termination as Award of a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the Companyparticular RSU.

Vesting. The Restricted Stock (a) All Options granted pursuant to this Agreement shall vest and become exercisable in accordance with the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be following schedule, in each case, subject to Recipientthe Optionee’s continuing service commencement of and continued Employment (as a director defined below) through the applicable vesting date, except as otherwise provided in Section 2(c) below: Six month anniversary of Commencement Date (as defined below) 12.5 % Twelve month anniversary of the Company during the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director Commencement Date 12.5 % Eighteen month anniversary of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares Commencement Date 12.5 % Twenty-four month anniversary of Restricted Stock that are vested on or before the effective date of Recipient’s termination as a director Commencement Date 12.5 % Thirty month anniversary of the Company. In the event Commencement Date 12.5 % Thirty-six month anniversary of Recipient’s termination as a director Commencement Date 12.5 % Forty-two month anniversary of Commencement Date 12.5 % Forty-eight month anniversary of Commencement Date 12.5 % For purposes of the Company prior to the end of the Compensation Periodforegoing vesting schedule, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as shall be rounded down to the nearest whole share, until the last vesting date on which date the balance of the effective date of Recipient’s termination as a director shares shall vest subject to the terms and conditions provided herein. (b) In the event the Optionee does not commence employment with the Company on or before May 23, 2022 (the “Commencement Date”), this Option shall be automatically forfeited and cancelled for no value without any consideration being paid therefor and otherwise without any further action of the CompanyCompany whatsoever. (c) Subject to Section 2(b), which upon any termination of the Optionee’s Employment by the Company without “Cause” (as defined in the Optionee’s employment agreement with the Company or its “Affiliates” (as defined below)), the Optionee shall be delivered credited with an additional three (3) months of vesting provided that the Optionee satisfies any terms and conditions applicable to Recipient promptly upon receipt thereof by such additional vesting stated in the CompanyOptionee’s employment agreement with the Company or its Affiliate. (d) Any portion of the Option that does not become vested and exercisable in accordance with the provisions of Section 2 hereof shall be automatically forfeited and cancelled for no value without any consideration being paid therefor and otherwise without any further action of the Company whatsoever on the earliest to occur of the events listed in Section 3. For the avoidance of doubt, there shall be no proportionate or partial vesting in the periods prior to each vesting date set forth in Section 2(a) and all vesting shall occur only on the applicable vesting date, subject to the Optionee’s commencement of and continued Employment with the Company on each applicable vesting date, except as otherwise provided in Section 2(c).

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting schedule attached hereto of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as Exhibit an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“ADetermination Date”). The Restricted Stock granted to Recipient Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to Recipient’s continuing service as an exercise of discretion to determine a director level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company during and the Compensation PeriodGrantee. If Recipient does not serve as a director for The Committee or such Authorized Officer may, in its discretion, reduce the entire Compensation Period for any reasonamount of compensation otherwise to be paid or earned in connection with this award, all shares notwithstanding the level of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director achievement of the Company Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall be forfeited; provided, that Recipient shall not be entitled to retain all shares of Restricted Stock that are vested on any claim or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested recourse if any action or inaction by the Company, (ii) or any other circumstance or event, including any circumstance or event outside the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as control of the effective date of Recipient’s termination as a director Grantee, adversely affects the ability of the Company, which shall be delivered Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall vest be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2014 and ending on August 31, 2017 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2017 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting schedule attached hereto of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as Exhibit “A”an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. The Restricted Stock granted to Recipient Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to Recipient’s continuing service as an exercise of discretion to determine a director level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company during and the Compensation PeriodGrantee. If Recipient does not serve as a director for The Committee may, in its discretion, reduce the entire Compensation Period for any reasonamount of compensation otherwise to be paid or earned in connection with this award, all shares notwithstanding the level of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director achievement of the Company shall be forfeitedPerformance Goal or any contrary provision of the Plan; provided, that Recipient no such reduction may be made after a Change in Control. The Grantee shall not be entitled to retain all shares of Restricted Stock that are vested on any claim or before the effective date of Recipient’s termination as a director of the Company. In the event of Recipient’s termination as a director of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and such other instruments of assignment and agreements as may be requested recourse if any action or inaction by the Company, (ii) or any other circumstance or event, including any circumstance or event outside the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as control of the effective date of Recipient’s termination as a director Grantee, adversely affects the ability of the Company, which shall be delivered Grantee to Recipient promptly upon receipt thereof by satisfy the CompanyPerformance Goal or in any way prevents the satisfaction of the Performance Goal.

Vesting. The Restricted Stock shall vest Unless otherwise provided in accordance with this Award Agreement or in the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient Plan, the RSUs shall be subject to Recipient’s continuing service the following conditions for vesting: (a) The Committee shall determine whether First Commercial Approval or Second Commercial Approval has been obtained and the number, if any, of RSUs earned. The date on which the Committee makes its determination as a director to First Commercial Approval is hereinafter referred to as the “First Determination Date”. The date on which the Committee makes its determination as to Second Commercial Approval is hereinafter referred to as the “Second Determination Date”. (b) The target number of RSUs as set forth above will be earned (the “Target Earned RSUs”) upon receipt of the first Commercial Approval from any Regulatory Authority for any therapeutic compound or product of the Company during (the Compensation Period. If Recipient does not serve as a director for the entire Compensation Period for any reason“First Commercial Approval”), all shares of Restricted Stock provided that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested such approval is granted on or before the effective date Performance Deadline. The difference between the maximum number of Recipient’s termination as a director RSUs and target number of RSUs will be earned (the “Incremental Earned RSUs”, and together with the Target Earned RSUs, the “Earned RSUs”) upon receipt of the Company. In second Commercial Approval from any Regulatory Authority (which may, but need not, be the event of Recipient’s termination as a director same Regulatory Authority that granted the First Commercial Approval) for any therapeutic compound or product of the Company prior to (the end “Second Commercial Approval”), provided that such approval is granted on or before the Performance Deadline. (c) Except as otherwise set forth in this Award Agreement, one-half of the Compensation PeriodTarget Earned RSUs shall become vested and nonforfeitable on the First Determination Date, (i) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with provided Participant has maintained its relationship as a duly executed stock power and such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as Service Provider. The second half of the effective date Target Earned RSUs shall become vested and nonforfeitable on the first anniversary of Recipient’s termination the First Determination Date, provided Participant has maintained its relationship as a director Service Provider. Except as otherwise set forth in this Award Agreement, one-half of the CompanyIncremental Earned RSUs shall become vested and nonforfeitable on the Second Determination Date, which provided Participant has maintained its relationship as a Service Provider. The second half of the Incremental Earned RSUs shall be delivered to Recipient promptly upon receipt thereof by become vested and nonforfeitable on the Companyfirst anniversary of the Second Determination Date, provided Participant has maintained its relationship as a Service Provider.

Vesting. The Restricted Stock shall vest Compensation, including Commission Payments and Account Maintenance Fees, are advanced to Dealers each month. All advances are contingent upon the Customer's continued purchase of Ameritech Service for the minimum number of consecutive days established in accordance with Part I as the vesting schedule attached hereto as Exhibit “A”. The Restricted Stock granted to Recipient shall be subject to Recipient’s continuing service as a director of the Company during the Compensation Vesting Period. If Recipient does not serve as a director for the entire Compensation Period for any reasonCustomer stops buying, or Ameritech terminates, or suspends and later terminates (in all shares of Restricted Stock that are unvested on the effective date of Recipient’s termination as a director of the Company shall be forfeited; providedcases, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested deactivates) Service on or before the effective last day of the Vesting Period (e.g., [CONFIDENTIAL TREATMENT REQUESTED] day after activation for Standard Service Plan Offerings other than those with a No Term Agreement) (commencing on the date of Recipient’s termination as activation), no Commission Payment or Account Maintenance Fees will be earned. Furthermore, if a director Customer downgrades his/her Service Plan to a Service Plan with a lower net monthly access cost (i.e., the net cost after any discounts, credits, etc. is lower) within the Vesting Period(s) for the Service Plan originally sold, Ameritech will charge back the Commission credited or paid for the original Service Plan per the appropriate Vesting Period, and then pay Dealer the Commission (or proportionate balance thereof) for the Service Plan to which the Customer has downgraded. In such case, the Vesting Period for the new Commission shall be deemed to have commenced on the date of activation of the Companyline under the original Service Plan. In all such cases, Ameritech will either deduct advanced but unearned Commission Payments and Account Maintenance Fees from future payments, or obtain repayment from the event Dealer. Nothing in this Section shall be construed to mean that Account Maintenance Fees are earned in full at the time of Recipient’s Vesting. On the contrary, Account Maintenance Fees are earned and paid in consideration of Dealer's performance of its obligations under this Agreement, including its availability to perform, and performance of, account maintenance-type services for Customers as an Ameritech Dealer, and therefore are earned and paid only with respect to Customers' Service periods which pre-date the date of termination as a director or expiration of the Company prior to Dealer's Sales Agreement, or the end deletion of the Compensation Period, (iCustomer(s) Recipient shall promptly return to the Company, the stock certificate evidencing the total number of shares of Restricted Stock granted to Recipient, together with a duly executed stock power and from such other instruments of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing the total number of Restricted Shares granted to Recipient shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were vested as of the effective date of Recipient’s termination as a director of the Company, which shall be delivered to Recipient promptly upon receipt thereof by the CompanyDealer's Account Maintenance Fee base.

Vesting. The Restricted Stock shall vest in accordance Subject to Grantee's continued employment with the vesting schedule attached hereto Company through the Vesting Date (defined below) and the Company's attainment of 100% of the applicable Target (as Exhibit “A”. The Restricted Stock granted defined below) with respect to Recipient shall be subject to Recipient’s continuing service as a director the fiscal year of the Company that precedes the fiscal year during which the Compensation Period. If Recipient does not serve Vesting Date occurs, the Restricted Stock Award shall vest as a director for to one-third of the entire Compensation Period for any reason, all shares of Restricted Stock that are unvested underlying the Restricted Stock Award (the "Annual Vesting Portion") on the effective date last day of Recipient’s termination as a director the fiscal first quarter of each of the 2006, 2007 and 2008 fiscal years of the Company (each a "Vesting Date"); PROVIDED, HOWEVER that, if, the Company attains or exceeds 90% of the Target, but less than 100%, with respect to any fiscal year, then the Annual Vesting Portion shall vest in respect of such fiscal year as follows: 50% of the Annual Vesting Portion shall vest if 90% of Target is attained, and, for performance between 90% and 100% of Target, the remaining amount of the Annual Vesting Portion that vests shall be determined using straight line interpolation. To the extent that any shares comprising the Annual Vesting Portion do not vest on the applicable Vesting Date as provided in this Section 2, such shares shall be forfeited; provided, that Recipient shall be entitled to retain all shares of Restricted Stock that are vested on or before together with any associated purchase price by the effective date of Recipient’s termination as a director of the CompanyGrantee for said restricted shares. In no event later than 90 days after the event commencement of Recipient’s termination as a director each fiscal year of the Company prior to the end of the Compensation Period, (i) Recipient shall promptly return to the Company, the stock certificate evidencing Committee shall establish a Company performance target (the total number "Target") for such fiscal year, which may consist of shares one or more performance measurements. Notwithstanding the foregoing, with respect to each of Restricted Stock granted to Recipientthe 2005, together with a duly executed stock power 2006 and such other instruments 2007 fiscal years of assignment and agreements as may be requested by the Company, (ii) the stock certificate representing Committee shall have sole discretion to determine whether the total number applicable Target has been met as of Restricted Shares granted to Recipient the last day of such Fiscal Year, and any Annual Vesting Portion shall be cancelled, and (iii) the Company shall cause its transfer agent to issue a new stock certificate to Recipient representing the number of shares of Restricted Stock that were deemed vested as of the effective date Vesting Date only to the extent of Recipient’s termination as a director attainment of the Company, which shall be delivered to Recipient promptly upon receipt thereof Target as certified by the CompanyCommittee. The Target and its constituent performance measurements may be equitably adjusted by the Committee in its sole discretion to reflect a Change in Control (as defined in the Plan) and other corporate events, including, without limitation, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, other relevant changes in capitalization, extraordinary non-recurring events, acquisitions, divestitures and other corporate changes. Vesting shall occur only in whole shares.