Common use of Vesting Clause in Contracts

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 extent to which the Grantee’s interest in the Bonus 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 [ ], 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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Grant Agreement, this Option (to the vesting of extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Grantee’s rights and interest in the Bonus shall be determined Shares that have become “vested” in accordance with this Section 2. The extent to which the Grantee’s interest following vesting schedule, provided that the Optionee remains in the Bonus 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 Continuous Service” (as defined below) during of the threeCompany or any of its Subsidiaries through the applicable vesting date: First annual anniversary of the Date of Grant One-year period beginning [ ]third of the total number of Shares set forth on Exhibit A Second annual anniversary of the Date of Grant One-third of the total number of Shares set forth on Exhibit A Third annual anniversary of the Date of Grant Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of 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 ending fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the 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 “Performance PeriodExpiration Date”). The Cumulative EPS , (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the Performance Period shall be determined by date that Optionee’s Continuous Service with the sum Company or any of the adjusted core earnings per share for the Companyits Subsidiaries terminates due to Optionee’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] resignation or retirement that is not a “Qualifying Retirement” (the “Measurement Date”as defined below). For purposes of this Grant 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 scheduleterms shall have the assigned meanings: (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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. The bonus amount to be paid hereunder will vest and become payable upon final determination of the amount to be paid by the Corporation and the Committee, provided, however, that if such determination is made by the Committee prior to the Corporation’s filing with the Securities and Exchange Commission (“SEC”) of its annual report on Form 10-K that relates to the financial results for the applicable Performance Period, then the bonus amount to be paid hereunder will not vest and become payable until after such filing is complete. Notwithstanding the foregoing, all unvested Awards (and a bonus payment at Recipient’s Bonus Opportunity) shall immediately vest and become payable upon the occurrence of the following: (a) Except as may be otherwise 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 Section 3 or Section 6 the event any of this Agreement, the foregoing triggering events occurs after the end of the Performance Period but prior to the vesting of the Grantee’s rights and interest in Awards, then the Bonus amount of the bonus payment to Recipient shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in amount that would be due hereunder based on the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction performance 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 CompanyRecipient’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 Reporting Unit calculated in accordance with the following schedule: Bonus Percentages set forth in Schedule A hereto (c) The i.e., it shall not be paid at Recipient’s Bonus shall become vested and non-forfeitable in accordance with this Section 2Opportunity, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination but shall be paid based on the actual level Total Bonus Percentage for Recipient’s Reporting Unit multiplied by Recipient’s Bonus Opportunity), and such award shall not vest and become payable until final determination of the Performance Goal achieved, and shall not amount to be subject to an exercise of discretion to determine a level of achievement of paid by 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 Corporation and the Grantee. The Grantee shall not be entitled Committee (or, if such determination is made prior to any claim or recourse if any action or inaction by the CompanyCorporation’s filing with the SEC of its annual report on Form 10-K that relates to the financial results for the applicable Performance Period, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedthen after such filing is complete).

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreementset forth below, the vesting Restricted Stock Rights to which Grantee is entitled shall vest in the following manner: (i) 33% of the Grantee’s rights and interest in Restricted Stock Rights will vest on the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction first anniversary of the performance goal specified in this Section 2 Determination Date, (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”ii) an additional 34% of the Company’s adjusted core earnings per share (as defined below) during Restricted Stock Rights will vest on the three-year period beginning [ ]second anniversary of the Determination Date, and ending on [ ] (iii) the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum final 33% of the adjusted core earnings per share for Restricted Stock Rights will vest on the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (third anniversary of the “Measurement Determination 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 Upon Grantee’s Separation from Service due to death, Disability, Retirement, Impaction or Change in Control prior to the end of the Performance Period, Grantee shall vest in a pro rata portion of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable Restricted Stock Rights to which Grantee is entitled at the Measurement Date end of the Performance Period as described in Subsection 13.1(a)(iii)(3) of the Plan. The number of Restricted Stock Rights to which Grantee is entitled hereunder shall be determined in accordance with at the following schedule:conclusion of the Performance Period based upon actual performance during the Performance Period. (c) The Bonus 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 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 Subsection 13.1(a)(iii)(3) of the Bonus have been satisfied; provided the Plan. (d) Upon Grantee’s Continuous Status as an Employee involuntary or Consultant or Non-Employee Director has voluntary Separation from Service for any reason other than those set forth in Subparagraphs (b) and (c) above, the Restricted Stock Rights, if not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination previously vested, shall be based on the actual level of the Performance Goal achievedcanceled and forfeited immediately. (e) Upon Grantee’s Separation from Service for Cause, 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 all nonvested Restricted Stock Rights shall be final, binding canceled 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedforfeited immediately.

Vesting. (a) Except as may be otherwise provided If Employee remains continuously employed by the Company from the Grant Date through December 31, 2023, this Performance Award shall vest in Section 3 or Section 6 of this Agreement, Employee on such date at the vesting levels set forth in the Notice based upon achievement of the Grantee’s rights and interest Company performance objectives set forth in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 Notice (the “Performance GoalObjectives”), 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 [ ]commencing on January 1, 2021 and ending on [ ] December 31, 2023 (the “Performance Period”). The Cumulative EPS for As soon as administratively practicable after the end of the Performance Period shall be determined by (or such earlier date as set forth in Sections 2(b), (c), (d) or (e)), the sum Compensation Committee 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 Board (“GAAPCommittee”), before amortization of intangibles, stock-based compensation expense ) shall affirm in writing the extent to which the Performance Objectives have been achieved and related charges, the cash 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 units of deferred Stock that are vested in accordance with GAAPEmployee as a result of such achievement. (b) The portion If on or after the eighteen-month anniversary of the GranteeGrant Date and prior to the end of the Performance Period (i) a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the definition of “Change of Control” under the Plan) of the Company occurs, (ii) Employee incurs a “Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the definition of “disability” under the Company’s rights 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 interest the “target” levels of performance as set forth in the BonusNotice. For this purpose, if any, the “Determined Percentage” means the percentage of vesting that becomes vested and non-forfeitable at would have occurred respecting 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 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 calendar quarters during the period beginning on January 1, 2021 and ending on the Determination Date, and the denominator of which is 12 (such prorated levels being referred to herein as the “Prorated EBITDA Objectives”). As soon as administratively practicable after the date of the applicable vesting event described in clauses (b)(i), (b)(ii) or (b)(iii) above, the Committee determining and certifying shall affirm in writing that the corresponding extent to which the Performance Goal and all other conditions for the vesting of the Bonus Objectives have been satisfied; provided achieved and the Grantee’s Continuous Status cash and the number of units of deferred Stock that vest as an Employee or Consultant or Non-Employee Director has not terminated before a result of such achievement. As used in this Agreement, the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the term “Determination Date”). This determination shall be based on ” means (A) with respect to the actual level TSR Component of the Performance Goal achievedAward, the date of the applicable vesting event, and shall not be subject (B) with respect to an exercise of discretion to determine a level of achievement the EBITDA Component 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 toAward, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control most recently completed fiscal quarter of the Grantee, adversely affects Company coincident with or next preceding the ability date of the Grantee to 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 forfeitedapplicable vesting event.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, The Restricted Stock Units shall become vested and nonforfeitable on the vesting first anniversary of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 Grant Date (the “Performance GoalVesting Date”), subject so long as the Grantee continues to Section 3. The Performance Goal shall be based upon serve as the Cumulative EPS (“Cumulative EPS”) Chairman of the Company’s adjusted core earnings per share Board of Directors through the Vesting Date. (b) Notwithstanding the foregoing, to the extent the Restricted Stock Units have not previously terminated or become vested and nonforfeitable (i) if the Grantee ceases to serve as the Chairman of the Board due to the Grantee’s death or Disability (as defined below), then 100% of the Restricted Stock Units that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained Chairman of the Board through such date will become vested and nonforfeitable upon such death or Disability; (ii) if the Grantee ceases to serve as the Chairman of the Board due to his removal from such Chairman position by the Board of Directors for any reason or for no reason or due to his failure to be re-elected to the Board by the shareholders of the Company (in each case, a “Termination Event”), then a Pro-Rata Portion (as defined below) during of the three-year period beginning [ ], Restricted Stock Units (rounded to the nearest whole share) that would have become vested and ending nonforfeitable on [ ] (the “Performance Period”). The Cumulative EPS for Vesting Date if the Performance Period Grantee had remained Chairman of the Board shall become vested and nonforfeitable as of the last day of service in such Chairman position and all remaining Restricted Stock Units shall be automatically forfeited to the Company and cancelled. For purposes of this Section 2(b) only, a “Pro-Rata Portion” is determined by a fraction (not to exceed one), the sum numerator of which is the number of months in the 12-month fiscal year of the adjusted core earnings per share Company for which the CompanyRestricted Stock Unit Award was made during which the Grantee continuously served as Chairman of the Board and the denominator of which is 12. Grantee will be deemed to serve as Chairman of the Board for a month if the Termination Event occurs after the fifteenth (15th) day of a month; and (iii) the Restricted Stock Units shall become immediately vested and nonforfeitable as to 100% of the shares of Common Stock subject to such Restricted Stock Units immediately prior to a Change in Control so long as the Grantee serves as Chairman of the Board through the date of the Change in Control. If the Grantee’s fiscal years ending [ ]service on the Board or as Chairman of the Board terminates prior to the Vesting Date and none of the vesting provisions in this Section 2(b) apply or has not applied, [ ] and [ ] and then all unvested Restricted Stock Units at the date of such termination of Board service shall be measured on [ ] automatically forfeited to the Company and cancelled. (c) For the “Measurement Date”). purposes of this Agreement, Disability shall have the meaning as provided under Section 409A(a)(2)(C)(i) of the Code. (d) For purposes of this Agreement, “adjusted core earnings per share” means a Change in Control (as defined in the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization Plan) will be deemed to have occurred with respect to the Grantee only if an event relating to the Change in Control constitutes a change in ownership or effective control of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net the Company or a change in the ownership 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 a substantial 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 assets of the Bonus have been satisfied; provided Company within the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Datemeaning of Treas. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”Reg. Section 1.409A-3(i)(5). 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided Subject to Section 8 and the paragraphs in this Section 3 or Section 6 below, the Award shall vest and become nonforfeitable upon, and subject to, the achievement of this Agreementthe performance hurdles and applicable time-based vesting requirements described in Annex A. The Administrator shall determine whether the applicable performance hurdles have been achieved, and the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ], 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, Share Units is subject to the Committee determining and certifying in writing Administrator’s determination. If the Participant is a party to an employment or similar agreement with the Company or any Subsidiary that the corresponding Performance Goal and all other conditions for includes provisions addressing the vesting of equity awards, the Bonus have been satisfied; Award shall also become vested as 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 in such agreement (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level including, without limitation, in connection with certain qualifying terminations 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 CommitteeParticipant’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, or any other circumstance or event, including any circumstance or event outside the employment and/or qualifying change in control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goaltransactions). Any portion of the Bonus Award that is not considered eligible to vest following the Administrator’s determination following the end of the applicable performance period as a result of performance results for the performance period, all as determined in accordance with Annex A, shall terminate and be forfeited following the 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 (“Target Shares”) that are then outstanding and unvested. The pro-rata portion will be calculated as follows: (Target Shares ÷ number of days from Award Date to original vesting date specified in Annex A (including both beginning and end date)) x number of days from the Award Date to the date of termination due to death or disability. Any partial shares will be rounded down to the nearest whole share. Disability as used in this paragraph shall mean a physical or mental impairment which, as reasonably determined by the Company, renders Participant unable to perform the essential functions of Participant’s employment with the Company, even with a reasonable accommodation that does not become vested and nonimpose an undue hardship on the Company, for more than 90 days in any 180-forfeitable day period, unless a longer period is required by federal, state or local law, in accordance with this Section 2 shall be forfeitedwhich case that longer period would apply.

Vesting. (a) Except as may be otherwise provided Provided the Grantee meets any applicable vesting requirements set forth in Section 3 or Section 6 of this Stock Option Agreement, and provided that the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 Stock Price Hurdle (as defined below) during is met, except as set forth in Sections 3 and 5 below, the three-year period beginning [ ], and ending on [ ] Option awarded under this Stock Option Agreement shall vest as follows: (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum subject to achievement of the adjusted core earnings per share for Stock Price Hurdle) 3rd Anniversary of the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (50% of the “Measurement Date”). For purposes shares Date of this Agreement, “adjusted core earnings per share” means Grant 4th Anniversary of the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization Remaining 50% of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net the shares Date 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.Grant (b) The portion Notwithstanding the foregoing, the Option will only vest if the closing price of the GranteeCompany’s rights 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 Sections 3 and interest 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 Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule:Option to vest under this Section 2. (c) The Bonus If the vesting schedule above would produce a fractional share, the portion of the Option that is exercisable shall become vested and non-forfeitable in accordance with this Section 2, subject be rounded down to the Committee determining nearest whole share. (d) Except as provided in Sections 3, 4 and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting 5 below, no portion of the Bonus have been satisfied; provided Option will vest after the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, employment with the Company and its Subsidiaries has terminated for any reason. In the Grantee. The Grantee shall not be entitled to event of any claim or recourse if any action or inaction by the Companytermination of employment, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy will forfeit the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus Option that does not become vested and non-forfeitable vest either before the termination date or on the applicable date designated in accordance with this Section 2 shall be forfeitedSections 3, 4 or 5.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this AgreementSubject to the terms, conditions, and limitations set forth herein, the vesting Vesting Date for the Restricted Shares shall occur on [the third anniversary of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction effective date of the performance goal specified in this Section 2 grant set forth above (and on such date 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 Restricted Shares 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 Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”100% vested). 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, Grantee is a full-time employee of Atlanticus (or one of its Affiliates) from the Company 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 for these purposes. Upon vesting, Atlanticus shall retain (or if it is not then holding the shares, receive) shares of Common Stock having a Fair Market Value, at the time of vesting, equal to the Tax Withholding, unless prior to the Vesting Date the Grantee has made arrangements satisfactory to Atlanticus regarding the payment of the Tax Withholding. The Grantee shall not be entitled is permitted to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control make an election under Section 83(b) of the Grantee, adversely affects Code (to include in gross income in the ability year of transfer the amounts specified in Section 83(b) of the Grantee Code) or under similar laws with respect to 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 Restricted Shares in accordance with this Section 2 shall be forfeited18.05 of the Plan. In the event Grantee makes a permissible Section 83(b) election with respect to Restricted Shares, the Grantee is required to pay the tax withholding to Atlanticus in cash.

Vesting. (a) Except Subject to Section 3 hereof and contingent upon the Optionee’s continued employment with the Company until the applicable vesting date (except as may be otherwise provided in Section 3 or Section 6 paragraphs (b) and (c) below), the Replacement Options shall vest as follows: (i) One-third of the Replacement Options shall vest on the first anniversary of the Replacement Option Grant Date. (ii) One-third of the Replacement Options shall vest on the second anniversary of the Replacement Option Grant Date. (iii) The remaining Replacement Options shall vest on the third anniversary of the Replacement Option Grant Date. As used herein, “vested” Options shall mean those Options which (1) shall have become exercisable pursuant to the terms of this Agreement, the vesting of the Grantee’s rights Agreement and interest in the Bonus (2) shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ], 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 GAAPnot have been previously exercised. (b) The portion If, prior to vesting of the Grantee’s rights and interest Replacement Options under paragraph (a) above the Optionee has a Separation from Service (as defined in the BonusPlan) with the Company or any of its subsidiaries for any reason (voluntary or involuntary), if any, that becomes vested and then such non-forfeitable at the Measurement Date vested Replacement Options shall be determined immediately and irrevocably forfeited, except as otherwise provided in accordance with Section 6(j)(ii) of the Plan (Separation from Service by reason of death or Retirement) or Section 11 of the Plan (Separation from Service following schedule:a Change in Control). Following Separation from Service, the Optionee’s vested Replacement Options shall remain exercisable for a limited period of time, as set forth in Section 6(j) or Section 11 of the Plan, as applicable. Notwithstanding anything to the contrary in the Plan or this Agreement, and for purposes of clarity, any Separation from Service shall be effective as of the date the Optionee’s active employment ends and shall not be extended by any statutory or common law notice period. (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2If, subject prior to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided Replacement Options under paragraph (a) above the GranteeOptionee is determined by the insurance carrier under the Company’s Continuous Status as an Employee or Consultant or Nonthen-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject current long-term disability plan 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 receive benefits under such plan, and, by reason of such disability, is deemed to have a Separation from Service (within the Company, or any other circumstance or event, including any circumstance or event outside the control meaning of the GranteePlan), adversely affects the ability then an amount of unvested Replacement Options shall vest as described on Section 6(j)(iii) of the Grantee to satisfy Plan, and the Performance Goal or Optionee’s vested Replacement Options shall be exercisable for a limited period of time as described in any way prevents the satisfaction Section 6(j)(iii) 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 forfeitedPlan.

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 Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ], 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 BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable at nonforfeitable on the Measurement Determination Date (as defined below) shall be determined in accordance with the following schedule, using linear interpolation, as certified by the Committee: (c) The Bonus applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining determination and certifying in writing written certification that the corresponding Performance Goal and all other conditions for the vesting of the Bonus 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 Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty 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 (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or such Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting One-sixth of the GranteePerformance 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 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 rights employment with the Company by the Company for Cause, Executive will forfeit without consideration all vested (but unpaid) and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction unvested portions of the performance goal specified in this Section 2 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 a result of a Resignation for Good Reason prior to December 31, 2024, (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”i) if such termination is on or within 12 months following a Change of the Company’s adjusted core earnings per share Control (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 any unvested portion of the Grantee’s 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 interest 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 Bonus, if any, that becomes vested applicable award documentation. The accelerated vesting described in this paragraph shall be subject to Executive’s timely execution (and non-forfeitable at revocation in any time provided to do so) of a release of claims in a form reasonably satisfactory to the Measurement Date shall be determined in accordance Company. For the avoidance of doubt, upon a termination of Executive’s employment with the following schedule: Company as a result of Executive’s resignation other than a Resignation for Good Reason or Executive’s death or disability, Executive will (ci) The Bonus shall become forfeit without consideration all 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 (ii) retain all vested and non-forfeitable in accordance with this Section 2, portions of the Performance Awards subject to the Committee determining terms and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedset forth herein.

Vesting. (a) Except The performance period for the PRSUs shall be the period beginning January 1, 2025 and ending on December 31, 2027 (or, if earlier and as may be otherwise provided in Section 3 or Section 6 this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the vesting number of the Grantee’s rights and interest in the Bonus PRSUs that shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested deemed earned 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 [ ], 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 Bonusvested, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance 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 schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2the end of the Measurement Period, subject to the Committee determining and certifying in writing that shall determine the corresponding Performance Goal and all other conditions for the vesting level of achievement of the Bonus have been satisfied; provided Performance Metrics and the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before percentage of the Measurement Date. The Committee shall make this determination within sixty Target PRSUs earned pursuant to such criteria (60) days after the Measurement Date (date of such determination, the “Determination Date”). This determination 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 based 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 the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the actual level effective date of the Performance Goal achieved, 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 not be subject to an exercise of discretion to determine a level of achievement forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Performance Goal other than that actually achievedParticipant’s death or disability, provided that then (w) the Committee’s good faith determination effective date of the Change in Control 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, or any other circumstance or event, including any circumstance or event outside the control last day of the GranteeMeasurement Period, adversely affects (x) the ability Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Grantee to satisfy Target PRSUs as of the Change in Control as if the Performance Goal or Metrics had been achieved at the Target level set forth in any way prevents Exhibit A, (y) such Target PRSUs shall be settled on the satisfaction effective date of the Performance Goal. Any portion Change of the Bonus Control and (z) any PRSUs (and any related Dividend Equivalents) that does do not become earned and vested and non-forfeitable on the Change in accordance with this Section 2 Control shall be forfeitedforfeited and cancelled with no consideration.

Vesting. (a) Except The Option shall vest with respect to the Applicable Percentage (as may defined herein) of Option Shares if and only so long as Executive is and has continued to be otherwise employed by the Company or any of its Subsidiaries through such vesting date. The Applicable Percentage shall mean that the Option shall vest over five (5) years with 20% of the Option Shares vesting on the first anniversary of the effective date of the Employment Agreement and 1/60th of the Option Shares vesting on a monthly basis thereafter until the Option is 100% vested (i.e., over four years). Notwithstanding anything to the contrary herein, the Applicable Percentage shall not increase once the Executive ceases to be employed by the Company or its Subsidiaries except and solely to the extent provided in Section 3 the Employment Agreement; provided, however, that if Executive’s continuous service with the Company or Section 6 its Subsidiaries is involuntarily terminated without Cause prior to the first anniversary of this the effective date of the Employment Agreement, the vesting Option shall be 20% vested as of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ], 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 GAAPtermination date. (b) The Until such time as the Option has expired pursuant to this Agreement, Executive may exercise the Option pursuant to Section 2 above whether or not such Option has vested pursuant to subsection (a) above: provided that Executive shall enter into a restricted stock agreement with respect to such Option Shares in 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 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 Option will continue to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise 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 discretion Original Cost and Fair Market Value and Executive shall grant a proxy to determine a level of achievement give to Parthenon the vote for all of the Performance Goal other than that actually achieved, provided that the Committeeunvested Option Shares in Parthenon’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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedsole discretion.

Vesting. All of the Restricted Stock Units shall initially be unvested. Twenty-five percent (a25%) Except as may be otherwise provided in Section 3 or Section 6 of the Restricted Stock Units (rounded up to the nearest whole number) shall vest on the first anniversary of the date of this Agreement, the vesting Agreement and on each of the Grantee’s rights and interest in the Bonus shall be determined next three (3) successive anniversaries thereof (each such anniversary, a “Vesting Date”) unless previously vested or forfeited in accordance with the Plan or this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 Agreement (the “Performance GoalNormal Vesting Schedule”). (i) Any Restricted Stock Units that fail to vest because the employment condition is not satisfied shall be forfeited, subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS special provisions set forth in Subsections 3(a)(ii) through 3(a)(iv). (“Cumulative EPS”ii) If Participant’s employment terminates due to death or Permanent Disability or in the event of a Change in Control where the holders of the Company’s adjusted core earnings per share (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 below) during the three-year period beginning [ ]under Code Section 409A, 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 AgreementSection 3(a)(ii) and any acceleration of the Restricted Stock Units upon a Change in Control, “adjusted core earnings per share” means a Change in Control shall be deemed to occur only if, in addition to the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”requirements set forth in the Plan, the Change in Control also meets the requirements of IRS Reg. §1.409A-3(i)(5), before amortization to the extent necessary to avoid the imposition 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 GAAPtaxes thereunder. (biii) The 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 Participant’s Retirement, the Compensation Committee may determine, in its sole discretion, whether and the manner in which Restricted Stock Units not previously vested (or any portion thereof) shall be vested and be settled pursuant to Section 3(d). In the absence of Compensation Committee action, upon such Retirement, the Restricted Stock Units which have not vested as of the Granteedate of such termination shall vest pro-rata as of the date of Participant’s rights and interest in the Bonus, if any, that becomes Retirement. All such Restricted Stock Units which shall have not vested and non-forfeitable at the Measurement Date as a result of such Retirement shall be determined in accordance with immediately and automatically forfeited without consideration of any kind and to the following schedule: (c) The Bonus shall become vested extent that the date Participant first becomes eligible for Retirement and non-forfeitable in accordance with the vesting date under this Section 23(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified deferred compensation, subject to the Committee determining and certifying 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 writing that the corresponding Performance Goal and all other conditions for the vesting penultimate sentence of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make foregoing paragraph of this determination within sixty (60Section 3(a)(iv) days after the Measurement Date (the “Determination Date”). This determination shall be based on calculated by multiplying (A) the actual level quotient obtained by dividing the number of completed months that Participant was employed by the Performance Goal achievedCompany 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, and shall not be by 48, by (B) the number of Restricted Stock Units 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedAgreement.

Vesting. All of the Restricted Stock Units shall initially be unvested. Twenty-five percent (a25%) Except as may be otherwise provided in Section 3 or Section 6 of the Restricted Stock Units (rounded up to the nearest whole number) shall vest on the first anniversary of the date of this Agreement, the vesting Agreement and on each of the Grantee’s rights and interest in the Bonus shall be determined next three (3) successive anniversaries thereof (each such anniversary, a “Vesting Date”) unless previously vested or forfeited in accordance with the Plan or this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 Agreement (the “Performance GoalNormal Vesting Schedule”). (i) Any Restricted Stock Units that fail to vest because the employment condition is not satisfied shall be forfeited, subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS special provisions set forth in Subsections 3(a)(ii) through 3(a)(iv). (“Cumulative EPS”ii) If the Participant’s employment terminates due to death or Permanent Disability or in the event of a Change in Control where the holders of the Company’s adjusted core earnings per share (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 below) during the three-year period beginning [ ]under Code Section 409A, 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 AgreementSection 3(a)(ii) and any acceleration of the Restricted Stock Units upon a Change in Control, “adjusted core earnings per share” means a Change in Control shall be deemed to occur only if, in addition to the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”requirements set forth in the Plan, the Change in Control also meets the requirements of IRS Reg. §1.409A-3(i)(5), before amortization to the extent necessary to avoid the imposition 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 GAAPtaxes thereunder. (biii) The portion If on or within two years after a Change in Control (other than a Change in Control described in Section 3(a)(ii) above), the Participant terminates employment for Good Reason, or is terminated by the Company without Cause, Restricted Stock Units not previously vested shall immediately become vested. (iv) In the event of the GranteeParticipant’s rights Retirement, the Compensation Committee may determine, in its sole discretion, whether and interest the manner in the Bonus, if any, that becomes which Restricted Stock Units not previously vested (or any portion thereof) shall be vested and nonbe settled pursuant to Section 3(d). In the absence of Compensation Committee action, upon such Retirement, the Restricted Stock Units which have not vested as of the date of such termination shall vest pro-forfeitable at rata as of the Measurement Date date of the Participant’s Retirement. All such Restricted Stock Units which shall have not vested as a result of such Retirement shall be determined in accordance with immediately and automatically forfeited without consideration of any kind and to the following schedule: (c) The Bonus shall become vested extent that the date the Participant first becomes eligible for Retirement and non-forfeitable in accordance with the vesting date under this Section 23(a)(iv) are in different tax years, any amount payable under this subsection shall constitute the payment of nonqualified deferred compensation, subject to the Committee determining and certifying 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 writing the penultimate sentence of the foregoing paragraph of this Section 3(a)(iv) shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that the corresponding Performance Goal and all other conditions for Participant was employed by the vesting Company or one of its Subsidiaries since the Bonus have been satisfied; provided most recent Vesting Date by 48, by (B) the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level number of the Performance Goal achieved, and shall not be Restricted Stock Units 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedAgreement.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 Subject to the provisions of this AgreementSections 3(b) and 3(c) hereof, the vesting RSUs subject to this Award shall become vested only if each of the Grantee’s rights Time Vesting Condition and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified Performance Vesting Condition set forth in this Section 2 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 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 defined below), a portion of the RSUs shall be deemed to have satisfied the Time Vesting Condition, with such portion determining by multiplying the total number of RSUs granted hereunder by a fraction, the numerator of which is the number of months of employment that have elapsed between the Grant Date and the date of such Termination, and the denominator of which is 36. Any RSUs that have not satisfied the Time Vesting Condition as of the date of Termination (after taking into account any accelerated vesting provided in the 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 or any of its Subsidiaries other than for Cause; or for any reason 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 GoalVesting Condition”), subject to Section 3. The Performance Goal shall be if at all, based upon on the Cumulative EPS TSR thresholds set forth in the table below (the “Cumulative EPSTSR Tranche”), as determined by the Board, and measured from the [Registration Date through the third (3rd) anniversary of the Company’s adjusted core earnings per share (as defined below) during end of the three-year period beginning [ ], and ending on [ ] financial quarter immediately preceding the Grant Date]1 (the “Performance Period”). The Cumulative EPS ; and the remaining 50% of the RSUs shall satisfy the Performance Vesting Condition, if at all, based on the Adjusted EBITDA thresholds set forth in the table below (the “EBITDA Tranche”), as determined by the Board following the conclusion of the Performance Period[; provided, that for purposes of measuring the EBITDA Tranche, the Performance Period shall be determined by include the sum time period between end of the adjusted core earnings per share financial quarter immediately preceding the Grant Date through the third (3rd) anniversary of the end of the financial quarter immediately preceding the Grant Date]2. 1 IPO grants only; for subsequent grants, insert “end of the Company’s fiscal years ending [ ]financial quarter immediately preceding the Grant Date through the third (3rd) anniversary of such date. 2 IPO grants only; for subsequent grants, [ ] and [ ] and shall be measured on [ ] delete bracketed language. With respect to each tranche (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”considered individually), 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. (bi) The portion none of the Grantee’s rights and interest in relevant RSUs shall satisfy the Bonus, applicable Performance Vesting Condition if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule: respective Threshold Performance percentage set forth above is not achieved; (cii) 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 25% of the Bonus have been satisfiedrelevant RSUs shall satisfy the applicable Performance Vesting Condition if the respective Threshold Performance percentage set forth above is achieved; provided (iii) 100% of the Grantee’s Continuous Status as an Employee relevant RSUs shall satisfy the applicable Performance Vesting Condition if the respective Maximum Performance percentage set forth above is achieved or Consultant or Non-Employee Director has exceeded; and (iv) the relevant RSUs shall vest on a straight line interpolation basis if performance exceeds the respective Threshold Performance percentage but does not terminated before achieve the Measurement Daterespective Maximum Performance percentage. In no event shall more than 100% of the RSUs allocated to particular Performance Vesting Condition be deemed to satisfy such Performance Vesting Condition. The Committee Board shall make this determination determine whether the applicable Performance Vesting Condition is satisfied within sixty forty-five (6045) days after following the Measurement Date (the “Determination Date”). This determination shall be based on the actual level end of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of Period. To the extent that the Board determines that 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 Vesting Condition has not limited tobeen satisfied, the Company RSUs shall immediately expire (whether or not the Time Vesting Condition is satisfied) and the Grantee. The Grantee Participant shall not be entitled to any claim or recourse if any action or inaction by have no further rights under the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedRSUs.

Vesting. (a) Except as may 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 otherwise provided in Section 3 employed by, or Section 6 of this Agreementprovide service to, the vesting of Company through such date: (i) the Grantee’s rights death; (ii) the Grantee’s Disability; (iii) the effective date of a Change in Control Event, and interest in (iv) the Bonus shall be date determined in accordance with this the provisions of Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 3(b) below (the “Performance Goal”)applicable date is referred to as, 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 Vesting 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 Notwithstanding (a) above, the Grantee’s rights Employment Agreement with the Company sets forth certain terms and interest 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 Bonusevent the Grantee ceases to be employed by, or provide service to, the Company under various specified circumstances. The terms and provisions of the Employment Agreement (including any conditions, restrictions or limitations governing the accelerated vesting of the Restricted Stock Units as they apply to this Grant) are hereby incorporated by reference into this Agreement and shall have the same force and effect as if anyexpressly set forth in this Agreement. However, that becomes vested and non-forfeitable at no such accelerated vesting shall occur if such accelerated vesting is prohibited by the Measurement Date shall be determined in accordance with the following schedule:terms of Section 2 of this Agreement. (c) The Bonus shall become vested and non-forfeitable If a Change in accordance with this Section 2Control Event occurs while the Grantee is employed by, or providing service to, the Company, the Restricted Stock Units subject to this Grant at the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting time of the Bonus have been satisfied; provided Change in Control Event will vest immediately prior to the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before closing of the Measurement DateChange in Control Event. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shares subject to vested Restricted Stock Units shall be based on converted into the actual level right to receive the same consideration per share of Company Stock payable to the other shareholders of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement Company upon the consummation of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination Change in Control Event and such consideration shall be finaldistributed to the Grantee within fifteen (15) business days following the effective date of the Change in Control Event, binding and conclusive or on all personssuch later Repayment Date necessary to comply with the TARP Regulations. (d) If the Grantee ceases to be employed by, including, but not limited or provide service to, the Company for any reason prior to vesting in one or more Restricted Stock Units subject to this Grant, then the Grant will be immediately cancelled with respect to those unvested Restricted Stock Units, and the Granteenumber of Restricted Stock Units will be reduced accordingly. The Grantee shall not thereupon cease to have any right or entitlement to receive any shares with respect to those cancelled Restricted Stock Units. If the Grantee ceases to be entitled to any claim employed by, or recourse if any action or inaction provide service to, the Company on account of a termination by the CompanyCompany for Cause, then this Grant will be immediately cancelled with respect to all the Restricted Stock Units subject to such Grant, whether vested or any other circumstance or eventunvested at the time, including any circumstance or event outside the control of the Grantee, adversely affects the ability of and the Grantee shall thereupon cease to satisfy have any right or entitlement to receive any shares under this Grant and 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 forfeitedcancelled Restricted Stock Units.

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 Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2022 (the “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 adjusted to exclude the following: (1) amortization of intangiblesintangible assets, (2) stock-based compensation expense and related charges, and (3) goodwill impairment charges, and net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance 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 that result from associated with the write-off of goodwill and impairment chargespreviously 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 BonusRestricted 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 shall be determined 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 Bonus 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 Bonus 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 Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty 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 (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided Subject to Section 8 and the paragraphs in this Section 3 or Section 6 below, the Award shall vest and become nonforfeitable upon, and subject to, the achievement of this Agreementthe performance hurdles and applicable time-based vesting requirements described in Annex A. The Administrator shall determine whether the applicable performance hurdles have been achieved, and the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ], 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, Share Units is subject to the Committee determining and certifying in writing Administrator’s determination. If the Participant is a party to an employment or similar agreement with the Company or any Subsidiary that the corresponding Performance Goal and all other conditions for includes provisions addressing the vesting of equity awards, the Bonus have been satisfied; Award shall also become vested as 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 in such agreement (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level including, without limitation, in connection with certain qualifying terminations 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 CommitteeParticipant’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, or any other circumstance or event, including any circumstance or event outside the employment and/or qualifying change in control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goaltransactions). Any portion of the Bonus Award that is not considered eligible to vest following the Administrator’s determination following the end of the applicable performance period as a result of performance results for the performance period, all as determined in accordance with Annex A, shall terminate and be forfeited following the 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 (“Target Shares”) that are then outstanding and unvested. The pro-rata portion will be calculated as follows: (Target Shares ÷ number of days from Award Date to original vesting date specified in Annex A (including both beginning and end date)) x number of days from the Award Date to the date of termination due to death or disability. Any partial shares will be rounded down to the nearest whole share. Disability as used in this paragraph shall mean a physical or mental impairment which, as reasonably determined by the Company, renders Participant unable to perform the essential functions of Participant’s employment with the Company, even with a reasonable accommodation that does not become vested and nonimpose an undue hardship on the Company, for more than 90 days in any 180-forfeitable day period, unless a longer period is required by federal, state or local law, in accordance with this Section 2 shall be forfeitedwhich case that longer period would apply.

Vesting. (a) Except Subject to the Participant’s continued service as may an Employee of the Company, the RSUs shall vest and become non-forfeitable on the third anniversary of the Grant Date (cliff vesting). (b) Once vested, the RSUs shall be otherwise provided paid to Participant in Section 3 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 Section 6 Disability, or due to Participant’s Retirement (as defined below), the RSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (e) In the event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Participant within the first year following the Grant Date of this Agreement, the vesting Participant shall be entitled to vest in 1/3 of the Grantee’s rights and interest in RSUs that would have otherwise vested had service continued through the Bonus shall be determined Vesting Date, with the RSUs vesting on that date. All RSUs that do not vest in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable preceding sentence shall be based upon forfeited and cancelled automatically at the satisfaction time of the performance goal specified in Participant’s death, Disability or Retirement. In the event that Participant’s employment is terminated by reason of death, Disability or Retirement after the first year following the Grant Date of this Section 2 (the “Performance Goal”)Agreement, subject to Section 3. The Performance Goal Participant shall be based upon entitled to vest in all RSUs that would have otherwise vested had service continued through the Cumulative EPS Vesting Date, with the RSUs vesting on that date. (“Cumulative EPS”f) 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 shareRetirement” means shall mean Participant’s termination of employment for any reason (other than for Misconduct as defined in Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of continuous service as an employee of the Company’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. Company or an Affiliate; or (b) The portion Participant has attained age 65. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that Participant has violated any of the Grantee’s rights and interest Obligations in Appendix A to this Agreement, 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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and Participant shall not be subject deemed to an exercise of discretion to determine a level of achievement be eligible for Retirement and all RSUs that have not been settled shall be forfeited effective as of the Performance Goal other than that actually achieved, provided date 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedviolation first occurred.

Vesting. You cannot exercise your Nonqualified Stock Option and purchase the Shares until your Nonqualified Stock Option is vested, which will occur as set forth under “Vesting Schedule” on Exhibit A (a) Except as may be otherwise provided in Section 3 or Section 6 of each date a Nonqualified Stock Option becomes vested is the “Vesting Date”). Subject to the Plan and this Agreement, each vested Nonqualified Stock Option may be exercised and Shares may be purchased, in whole or in part, beginning on the vesting applicable Vesting Date and ending at 5:00 p.m. Eastern Standard Time (“EST”) on the date set forth next to “Expiration Date of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 Award” on Exhibit A (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 PeriodExpiration Date”). The Cumulative EPS Nonqualified Stock Option will vest and become exercisable as to the portion of Shares and on the dates specified in the Vesting Schedule so long as your service with the Company is continuous and does not end. The Vesting Schedule is cumulative, meaning that to the extent your Nonqualified Stock Option has not already been exercised and has not expired, been cancelled or terminated, you may at any time purchase all or a portion of the Shares that are vested pursuant to the Vesting Schedule. The terms of the Plan and this Agreement shall govern the forfeiture and the expiration of the Nonqualified Stock Options at any time on, prior to or after the Nonqualified Stock Option becomes vested. This Nonqualified Stock Option may be exercised only while you continue to provide services to the Company or any Affiliate, and only if you have continuously provided such services since the date this Nonqualified Stock Option was granted. The following provisions shall also apply: (a) In the event your employment or service terminates by reason of your death or disability (as defined in Section 22(e)(3) of the Code) (“Permanent Disability”), then all unvested Nonqualified Stock Options shall be forfeited and cancelled, and the vested Nonqualified Stock Options shall expire and be forfeited on the earlier of (i) the Expiration Date, or (ii) at 5 p.m. EST one (1) year after your date of employment or service termination for death or Permanent Disability. You shall not be deemed to have a Permanent Disability until proof of the Performance Period existence thereof shall have been furnished to the Company in such form and manner, and at such times, as the Company may require and you agree that any determination by the Company that you do or do not have a Permanent Disability shall be final and binding upon you. (b) In the event your employment or service is terminated by the Company for Cause, then all Nonqualified Stock Options whether vested or unvested shall be forfeited and cancelled immediately on the date of your termination of employment or service for Cause. Any determination by the Company that you have been terminated for Cause shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] Company in its sole discretion and shall be measured final and binding 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 GAAPyou. (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 In the event your employment or service terminates for any reason other than those enumerated in (a) and non-forfeitable in accordance with (b) of this Section 23, subject then (i) the portion of each Nonqualified Stock Option that has not vested on or prior to the Committee determining date of your employment or service termination shall immediately terminate and certifying in writing that (ii) the corresponding Performance Goal and all other conditions for remaining vested portion of each Nonqualified Stock Option shall terminate on the vesting earlier of the Bonus have been satisfied; provided applicable Expiration Date or 5:00 p.m. EST on 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 date that is ninety (6090) days after the Measurement Date date of your termination of employment or service. (d) Notwithstanding anything to the “Determination Date”). This determination contrary in this Agreement in the case of a Nonqualified Stock Option, if you shall be based on die at any time after your termination of employment or service and prior to the actual level date of termination of the Performance Goal achievedapplicable Nonqualified Stock Option, and shall not be subject to an exercise of discretion to determine a level of achievement of then 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, remaining vested 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any unexercised portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 applicable Nonqualified Stock Option shall be forfeitedterminate on the earlier of the Expiration Date or 5:00 p.m. EST one (1) year after your date of death.

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 extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), Restricted Stock Units are subject to Section 3. The Performance Goal shall both a performance-based vesting condition and a time-based vesting condition, both of which must be based upon satisfied, together with the Cumulative EPS additional vesting conditions in Subsection (“Cumulative EPS”a)(iii) of below, before the Company’s adjusted core earnings per share Restricted Stock Units will be considered to be vested on a Vesting Date (as defined in Subsection (a)(iii) below). (i) during the three[INSERT PERFORMANCE-year period beginning [ ], and ending on [ BASED VESTING CRITERIA] (the “Performance PeriodVesting Condition”). 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 [ . (ii) [INSERT TIME-BASED VESTING CRITERIA], [ ] and [ ] and shall be measured on [ so long as the Participant’s status as a Service Provider is in continuous effect from the Grant Date through [INSERT VESTING CRITERIA] (the “Measurement DateTime-Based Vesting Conditions”). For purposes the avoidance of any doubt, in no event shall any Restricted Stock Units vest under this AgreementSection 2 after the Participant’s termination of Service. [AS APPLICABLE: Notwithstanding the foregoing, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles Time-Based Vesting Conditions (“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 but not the write-off of goodwill and impairment charges, divided by Performance Vesting Condition) applicable to 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 Restricted Stock Units 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 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 certifying to the terms and conditions of any change of control severance agreement between the Company or Employer (as defined in writing Section 7) and the Participant (a “COC Severance Agreement”)].] (iii) Each date as of which both of the following conditions with respect to any of the Total Number of Restricted Stock Units are satisfied shall be referred to as a “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 corresponding 15th of the 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 Goal Vesting Condition has been attained and all other conditions (B) the Time-Based Vesting Condition for the vesting of the Bonus have applicable annual installment has been satisfied; provided . To the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has extent the Restricted Stock Units have not terminated before satisfied the Measurement Date. The Committee shall make this determination within sixty (60) days after Performance Vesting Condition by the Measurement Date (the “Determination Date”). This determination shall be based on the actual level expiration of the Performance Goal achievedPeriod, 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 all Restricted Stock Units shall be final, binding forfeited and conclusive on all persons, including, but not limited to, the Company be of no further force and the Grantee. The Grantee shall not be entitled to effect notwithstanding that any claim Time-Based Vesting Conditions have been or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedare attained.

Vesting. (ai) Except All of the Restricted Stock Units shall initially be unvested. All Restricted Stock Units shall vest based on the Company’s achievement of the Performance Goals. The Compensation Committee shall determine achievement of such Performance Goals in its sole discretion when the Company completes its annual audit for the Company’s last fiscal year of the Performance Period, but no later than 90 days following the end of such fiscal year, and the date upon which the Compensation Committee determines such performance shall be the applicable vesting date (the “Date of Vesting”). If Grantee terminates Grantee’s Business Relationship with Lands’ End prior to the Date of Vesting (except as may be otherwise provided in Section 3 or Section 6 subsection 3(a)(ii) and (iii) below), such Grantee shall forfeit any unvested Restricted Stock Units upon such termination of this AgreementBusiness Relationship. (ii) If, following the vesting twelve (12) month anniversary of the Issuance Date, Grantee’s Business Relationship with Lands’ End terminates due to the Grantee’s rights permanent and interest total disability (as defined in the Bonus 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 determined in accordance remain eligible to vest on a prorated basis through the date of termination based on actual performance of the Company at the end of the Performance Period. (iii) If, following the twelve (12) month anniversary of the Issuance Date, Grantee’s Business Relationship with this Section 2. The extent Lands’ End terminates due to which the Grantee’s interest death, Restricted Stock Units not previously vested shall remain eligible to vest on a prorated basis through the date of death, and Grante▇’▇ ▇▇▇ate shall be eligible to receive such pro-rated Restricted Stock Unit award, payable in cash based on actual performance of the Bonus becomes vested and non-forfeitable 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 upon on a fraction, the satisfaction numerator of which is the performance goal specified 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 this Section 2 the Performance Period (the “Performance GoalPro Rata Fraction”) and the number of Restricted Stock Units which vest per subsections 3(a)(ii) and (iii), 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 multiplying (i) the sum .Pro Rata Fraction by (ii) the number of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured Restricted Stock Units that would have vested based on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income actual performance as 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 Compensation Committee 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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level end 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedPeriod.

Vesting. All Allocated Shares shall vest and become exercisable immediately upon Allocation of such Shares. (aExhibit A – Exercise Conditions) Except as may be otherwise provided in Section 3 or Section 6 of this AgreementTO: INSPIRATO INCORPORATED (the “Company”) Attention: Chief Financial Officer The undersigned, pursuant to the vesting of the Grantee’s rights and interest provisions set forth in the Bonus shall be determined attached Warrant, hereby elects to purchase the number of Shares set forth below covered by such Warrant. The undersigned, in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction 2 of the performance goal specified in this Section 2 (Warrant, h▇▇▇▇▇ agrees to pay the “Performance Goal”)aggregate Exercise Price for such shares of Class A Common Stock. Upon surrender of the Warrant, subject duly endorsed, to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) offices of the Company’s adjusted core earnings per share (as defined below) during , a new warrant evidencing the three-year period beginning [ ], remaining Shares covered by such Warrant but not yet exercised for 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 Bonuspurchased, if any, that becomes vested 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 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 warrants that the corresponding Performance Goal 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 other conditions for the vesting representations and warranties of the Bonus have been satisfied; provided undersigned set forth in Section 11 of the Grantee’s Continuous Status attached Warrant are true and correct as an Employee of the date hereof. Number of Shares with respect to which the Warrant is being exercised: Aggregate Exercise Price to be paid in cash or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the by wire transfer: $ Holder: By: Name: Title: ASSIGNOR: COMPANY: INSPIRATO INCORPORATED WARRANT: THE WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK ISSUED ON MARCH 13, 2023(THE “Determination DateWARRANT”). 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.DATE: _________________________

Vesting. (a) Except as may be otherwise provided in Section 3 the Plan or Section 6 of this Agreementan employment agreement or service agreement, the vesting terms of which have been approved by the Grantee’s rights and interest Administrator, the Restricted Stock Units will vest pursuant to the Vesting Schedule set forth in the Bonus shall be determined 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 this Section 2the Vesting Schedule. The extent As soon as practicable after the Unvested Units become Vested Units, the Company will settle the Vested Units by issuing to which the Grantee’s interest in the Bonus 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”) Director one share of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] Common Stock for each Vested Unit (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum date of the adjusted core earnings per share for the Company’s fiscal years ending [ ]such settlement, [ ] and [ ] and shall be measured on [ ] (the “Measurement Payment Date”). For purposes of No fractional shares shall be issued under 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. (ba) The Forfeiture of Unvested Units. Except as otherwise provided in this Section, Restricted Stock Units previously granted to Director may be forfeited, unless the Nominating and Governance Committee of the Board shall deem facts sufficient to prevent forfeiture, if Director: i) shall be found guilty of a felony or is found guilty of breach of fiduciary duty to the Company; ii) ceases to be a director for reasons other than death, incapacity or retirement from the Board after at least five (5) years of service as a director of the Company prior to vesting of any Restricted Stock Units awarded (an “Involuntary Termination”); or iii) elects not to stand for reelection. No Shares shall be issued or issuable with respect to any portion of the Grantee’s rights Award that terminates unvested 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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be is forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 The Options are non-exercisable during the one year period following the Date of this AgreementGrant. Thereafter, commencing on the vesting anniversary of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction Date of the performance goal specified in this Section 2 ▇▇▇▇▇ (the “Performance GoalAnniversary Date”), subject the Options are exercisable at the times and for the percentage of shares herein granted as follows: (i) On or after the first Anniversary Date: DATE - 25% (NUMBER shares) (ii) On or after the second Anniversary Date: DATE - 25% (NUMBER shares) (iii) On or after the third Anniversary Date: DATE - 25% (NUMBER shares) (iv) On or after the fourth Anniversary Date: DATE - 25% (NUMBER shares) Your right to Section 3exercise the Options is cumulative, so that any shares not purchased pursuant to exercise of vested Options within any one of the periods above specified may be purchased thereafter in a subsequent period, in whole or in part, until the expiration or termination of the Options. The Performance Goal In no event may the Options granted hereby be exercised to any extent after the Expiration Date. To the extent such rights shall not have been exercised and to the extent the Options were exercisable at the time of your termination of employment due to Retirement or death or at the time you become Disabled, you (or your personal representative in the case of death) shall be based upon entitled to exercise all or any part of any Options which were vested but unexercised as of the Cumulative EPS date of your Disability or as of the date of your termination of employment due to Retirement or death, as applicable, during the remaining term of such Options. If your employment with the Company, its subsidiaries or affiliates (collectively, the “Cumulative EPSCompany Group”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ]terminates for any other reason besides Retirement or death, and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period you shall be determined by the sum entitled to exercise all or any part of the adjusted core earnings per share any Options which were vested but unexercised as of termination of employment for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] a period of up to three (the “Measurement Date”)3) months from such date of termination. For purposes of this Agreementaward of Options, (i) you are considered to be “adjusted core earnings per shareDisabled” 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 of the Bonus or have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.a

Vesting. (a) Except as may be otherwise provided With respect to the PSUs that vest in Section 3 or Section 6 accordance with the terms of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Grantee shall be determined in accordance with this Section 2entitled to receive a number of shares of Company Stock (each, a “Share”) equal to the number of PSUs subject to the Grant times the “Payment Percentage” set forth opposite the “Achievement Percentile” set forth on Exhibit A attached hereto1. The extent Subject to which the Grantee’s interest in the Bonus becomes vested Paragraphs 3 and non-forfeitable shall be based upon the 7 below, and further subject to 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 Goals (as defined below), the Grantee shall be issued such Share(s) during with respect to the vested PSUs within sixty (60) days following the later of: (i) the date that the Committee determines and certifies the Achievement Percentile attained with respect to the performance goals set forth on Exhibit A attached hereto (“Performance Goals”) with respect to the three-year period beginning [ ]on the first day of the fiscal year of the Company in which the Grant Date occurs (such three-year period, and ending on [ ] (the “Performance Period”, and 1 Exhibit A will list one or more Performance Goals, and will include a column indicating Achievement Percentile (i.e., how much of Performance Goal was achieved), and Payment Percentage (i.e., how much the PSU will pay out at corresponding Achievement Percentiles). The Cumulative EPS for the Performance Period shall Goals, Achievement Percentiles, and Payment Percentages would be determined by the sum Committee in respect of each grant. such date of Committee certification, the “Performance-Based Vesting Date”); and (ii) the three-year anniversary of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] Date of Grant (the “Measurement Time-Based Vesting Date”, and the later of the Time-Based Vesting Date and the Performance-Based Vesting Date, the “Vesting 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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before continuous employment by the Measurement Employer from the Date of Grant until the Vesting Date. The Committee shall make this determination within sixty (60) days after All unvested PSUs will be forfeited for no consideration if the Measurement Date (Grantee ceases to be employed by the “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 Employer for any reason other than that actually achievedDisability (as defined below), provided that the Committee’s good faith determination shall be finaldeath, 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 CompanyRetirement (as defined below), or any other circumstance or event, including any circumstance or event outside the control as expressly provided in Paragraph 7 of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedAgreement.

Vesting. (a) Except as may be otherwise expressly provided in Section 3 or Section 6 of this Agreement, if the vesting of Committee determines that the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS Goals for the Performance Period shall 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 sum 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 Committee has the exclusive discretion to determine when you are no longer actively employed for purposes of the adjusted core earnings per share for Bonus Award, subject to compliance with Section 409A of the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”)Code. 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 Cash Payment - Any Bonus Payment Award that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined becomes payable in accordance with GAAP. (b) The portion the terms under the heading “Vesting” will be paid in cash. Payment Timing - Except as 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. Payment Amount -The Committee retains the right, in its sole discretion, to modify the determination of the Grantee’s rights and interest Performance Goal Attainment Factors (resulting in a reduction, an increase or elimination (including to zero) of, the Bonusamount of the Bonus Award Payment) to take into account recommendations of the Chief Executive Officer of the Company and/or such additional factors including qualitative factors, if any, that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period. New Hires - If you begin employment with the Employer following the commencement of the Performance Period, the amount of a Bonus Award Payment, if any, that becomes vested and non-forfeitable at the Measurement Date shall payable will 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 of pro rated by multiplying the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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 Award Payment by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedParticipation Period Factor.

Vesting. (a) Except as The option shall vest <<Vesting Schedule>>. You understand that, during any period in which the shares which may be otherwise acquired pursuant to your Option are subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended (and you yourself are also so subject), in order for your transactions under the Plan to qualify for the exemption from Section 16(b) provided in Section 3 or Section 6 by Rule 16b-3, a total of six months must elapse between the grant of the Option and the sale of shares underlying the Option. Please execute the Acceptance and Acknowledgement set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, NMT Medical, Inc. By: Name: Title: ACCEPTANCE AND ACKNOWLEDGEMENT I, a resident of the State of , accept the Option (dated <<Grant Date>>) described above granted under the NMT Medical, Inc. 1996 Stock Option Plan for Non-Employee Directors, as Amended, and acknowledge receipt of a copy of this Agreement, the vesting including a copy of the Grantee’s rights Plan. I have read and interest in understand the Bonus shall be determined in accordance with this Section 2Plan. Dated: Taxpayer I.D. Number: Signature: [First Name] [Last Name], <<G▇▇▇▇ Date>>. NOTICE OF EXERCISE The extent undersigned, pursuant to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 a Nonstatutory Stock Option Letter Agreement (the “Performance GoalAgreement”) between the undersigned and NMT Medical, Inc. (the “Company”), subject hereby irrevocably elects to Section 3. The Performance Goal shall be based upon exercise purchase rights represented by the Cumulative EPS Agreement, and to purchase thereunder shares (the “Cumulative EPSShares”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ]common stock, 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 $.001 par value (“GAAPCommon Stock”), 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 covered by the weighted average number of outstanding shares determined Agreement and herewith makes payment in accordance with GAAPfull therefor. (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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. The Performance Shares shall become vested, as and to the extent indicated below, only if and to the extent the Performance Condition is satisfied. The number of Performance Shares that become Net Performance Shares, as determined below, shall be equal to the sum (a) Except not to exceed the number of Performance Shares specified in Paragraph B above (as that number may be otherwise provided in Section 3 or adjusted pursuant to Section 6 of this Agreementthe 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 vesting 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 Grantee’s rights Additional Term and interest in the Bonus Conditions). The Performance Shares that do not become Net Performance Shares shall be determined 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 this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ], 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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 Paragraph C shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 3, Section 6 or Section 6 7 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s rights and interest in the Bonus 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 determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and 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”), before adjusted to exclude the following: (1) amortization of intangibles, intangible assets; (2) stock-based compensation expense and related charges, and ; (3) goodwill impairment charges, and net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance 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 that result from associated with the write-off of goodwill and impairment chargespreviously 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 BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) shall be determined at the Measurement Date shall be determined 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 Bonus 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 determination that the corresponding Performance Goal and all other conditions for the vesting of the Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not terminated before the Measurement 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 Committee shall make this determination, provided that, for any Grantee who is not an "officer" of the Company for purposes of Section 16 of the Exchange Act, the determination within sixty may be made by (60i) days after such ▇▇▇▇▇▇▇'s divisional Executive Vice President or the Measurement Date Chief Executive Officer of the Company, (ii) the “Determination Date”Chief Operating Officer of the Company or (iii) the President of the Company (each, an "Authorized Officer"). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or such Authorized Officer's good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Company or the Grantee to 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 forfeited.

Vesting. (a) The PSUs are subject to forfeiture until they vest. Except as may be otherwise provided in Section 3 or Section 6 of this Agreementherein, the vesting PSUs will vest and become nonforfeitable on the date the Committee certifies the achievement of the Grantee’s rights and interest in the Bonus shall be determined Performance Goals in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”paragraph 3(b), subject to Section 3the achievement of the minimum threshold Performance Goals for payout set forth in Exhibit A attached hereto. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) number of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], PSUs that vest and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period become payable under this Agreement 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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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 achievedGoals set forth in Exhibit A. (b) Except as otherwise expressly provided in this paragraph 4, provided if the Grantee’s Termination of Service occurs for any reason prior to the end of the Performance Period, the Grantee shall forfeit all PSUs granted with respect to the Performance Period and neither the Company nor any Related Corporation shall have any further obligations to the Grantee under this Agreement. (c) If the Grantee’s Termination of Service occurs as a result of the Grantee’s death or disability, or termination by the Company or a Related Corporation without Cause (or, if the Grantee’s employment agreement so provides, the voluntary termination by the Grantee for Good Reason) prior to the end of the Performance Period, the Grantee will vest on such date in a pro rata portion of the Award calculated by multiplying (x) the lesser of (i) the estimated expected performance multiplier in respect of the Award as reflected in the most recently filed consolidated financial statements of the Company as of the date of the Termination of Service (ii) Target Award by (y) a fraction, the numerator of which equals the number of days that the Committee’s Grantee was employed during the Performance Period and the denominator of which equals the total number of days in the Performance Period. (d) Upon the occurrence of a Change in Control during the Performance Period, if the Committee makes a good faith determination that an Alternative Award (as defined in Section 14 of the Plan) has not been granted by the acquirer, the Performance Period shall end and the Grantee 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 deemed to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any have earned a pro rata portion of the Bonus Target Award calculated by multiplying the Target Award by a fraction, the numerator of which equals the number of days that does not become vested have elapsed during the Performance Period as of the date of the Change in Control and non-forfeitable the denominator of which equals the total number of days in the Performance Period. (f) Upon a Change in Control during the Performance Period, if the Committee makes a good faith determination that an Alternative Award has been granted by the acquirer, the Alternative Award shall continue to vest in accordance with this Section 2 shall be forfeitedparagraph 4.

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 Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2017 (the “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 BonusRestricted 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 shall be determined 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 Bonus 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 Bonus 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 Determination Date, as defined herein. The Committee shall make this determination within sixty ninety (6090) 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 an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of 3.1 If this Agreementis a Time-Based Award, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), Restricted Shares 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 Award Agreement shall become vested unrestricted, fully vested, and non-forfeitable in accordance with this Section 2, subject to the Committee determining numbers and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level Vesting Dates presented below, provided: a. if, on the Award Date, the Participant is an employee 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 / or one of its Subsidiaries, the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction Participant is employed on the Vesting Date, as presented below, by the CompanyCompany and / or one of its Subsidiaries, or any other circumstance or eventor b. if, including any circumstance or event outside on the control Award Date, the Participant is a director of the GranteeCompany and / or one of its Subsidiaries, adversely affects the ability Participant is serving as a director on the Vesting Date, as presented below, of the Grantee Company and / or one of its Subsidiaries. TOTAL __________ 3.2 If this is a Performance-Based Award, the Restricted Shares subject to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not this Award Agreement shall become vested unrestricted, fully vested, and non-forfeitable in accordance with 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 and / or one of its Subsidiaries, the Participant is serving as a director on the Vesting Date, as 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 Section 2 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 vesting of all or any portion of the Restricted Shares 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 any such Restricted Shares. The Board or the Committee, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a portion of any the Participant’s unvested Restricted Shares shall not be so cancelled and forfeited. 3.5 If the Participant’s employer ceases to be a Subsidiary of the Company, that event shall be deemed to constitute a termination of employment under Section 3.4 above.

Vesting. (a) Except The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as may be otherwise provided in Section 3 or Section 6 this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the vesting number of the Grantee’s rights PRSUs that shall be deemed earned and interest in the Bonus vested, if any, shall be determined in accordance with this Section 2. The extent to which based on the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction level of achievement of the performance goal specified in this Section 2 metrics set forth on Exhibit A (such performance metrics, the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPSMetrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Company’s adjusted core earnings per share Target PRSUs. Any PRSUs (as defined belowand any related Dividend Equivalents) during that are determined not to be earned and vested at the three-year period beginning [ ], and ending on [ ] (end of the “Performance Period”). The Cumulative EPS for the Performance Measurement Period shall be determined by the sum forfeited and cancelled for no value without further action of the adjusted core earnings per share for Participant or the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). 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 “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAPEmployment Agreement”), before amortization provided, however that subclauses (iv) and (v) of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net such definition shall not apply for purposes of tax and deferred tax valuation allowance charges that result from this Agreement. As soon as reasonably practicable following 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 end of the Grantee’s rights and interest in the BonusMeasurement Period, 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 shall determine the corresponding Performance Goal and all other conditions for the vesting level of achievement of the Bonus have been satisfied; provided Performance Metrics and the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before percentage of the Measurement Date. The Committee shall make this determination within sixty Target PRSUs earned pursuant to such criteria (60) days after the Measurement Date (date of such determination, the “Determination Date”). This determination 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 based 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 the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the actual level effective date of the Performance Goal achievedChange in Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control on account of the Participant’s death or disability, 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 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 not be subject otherwise earn and vest in the Pro Rata Portion (pursuant to an exercise of discretion to determine a level of achievement Section 6(c)) of the Target PRSUs as of the Change in Control, in each case as if the Performance Goal other than that actually achievedMetrics had been achieved at the Target level set forth in Exhibit A, provided that the Committee’s good faith determination (y) such Target PRSUs shall be final, binding settled on the effective date of the Change in Control and conclusive (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on all persons, including, the Change in Control shall be forfeited and cancelled with no consideration.. (c) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are assumed or exchanged for an equivalent substitute award by the Company or its successor and either (1) the Participant remains employed by the Company on the date that is six (6) months after the date of such Change in Control (the “6-Month Anniversary Date”) or (2) after the Change in Control but not limited tobefore the 6-Month Anniversary Date, the Participant’s Service with the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction is terminated by the Company, or any other circumstance or event, including any circumstance or event outside the control Company on account of the GranteeParticipant’s death or disability, adversely affects then (to the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does extent not become previously vested and non-forfeitable in accordance with this Section 2 4(a) or Section 6(b)), (i) the 6-Month Anniversary Date shall be forfeitedthe last day of the Measurement Period, (ii) the Target PRSUs shall be earned and vested as of the 6-Month Anniversary Date, if the preceding clause (1) applies or as of the date of termination of the Participant’s Service if the preceding clause (2) applies, in each case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A (iii) the Target PRSUs shall be settled within thirty days of the 6-Month Anniversary Date if the preceding clause (1) applies or within thirty days of the date of termination of the Participant’s Service if the preceding clause (2) applies and (iv) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the 6-Month Anniversary Date shall be forfeited and cancelled with no consideration.

Vesting. (a) Except The performance period for the PRSUs shall be the period beginning January 1, 2025 and ending on December 31, 2027 (or, if earlier and as may be otherwise provided in Section 3 or Section 6 this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the vesting number of the Grantee’s rights PRSUs that shall be deemed earned and interest in the Bonus vested, if any, shall be determined in accordance with this Section 2. The extent to which based on the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction level of achievement of the performance goal specified in this Section 2 metrics set forth on Exhibit A (such performance metrics, the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPSMetrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Company’s adjusted core earnings per share Target PRSUs. Any PRSUs (as defined belowand any related Dividend Equivalents) during that are determined not to be earned and vested at the three-year period beginning [ ], and ending on [ ] (end of the “Performance Period”). The Cumulative EPS for the Performance Measurement Period shall be determined by the sum forfeited and cancelled for no value without further action of the adjusted core earnings per share for Participant or the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). 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 “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAPEmployment Agreement”), before amortization provided, however that subclauses (iv) and (v) of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net such definition shall not apply for purposes of tax and deferred tax valuation allowance charges that result from this Agreement. As soon as reasonably practicable following 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 end of the Grantee’s rights and interest in the BonusMeasurement Period, 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 shall determine the corresponding Performance Goal and all other conditions for the vesting level of achievement of the Bonus have been satisfied; provided Performance Metrics and the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before percentage of the Measurement Date. The Committee shall make this determination within sixty Target PRSUs earned pursuant to such criteria (60) days after the Measurement Date (date of such determination, the “Determination Date”). This determination 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 based 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 the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the actual level effective date of the Performance Goal achievedChange in Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control on account of the Participant’s death or disability, 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 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 not be subject otherwise earn and vest in the Pro Rata Portion (pursuant to an exercise of discretion to determine a level of achievement Section 6(c)) of the Target PRSUs as of the Change in Control, in each case as if the Performance Goal other than that actually achievedMetrics had been achieved at the Target level set forth in Exhibit A, provided that the Committee’s good faith determination (y) such Target PRSUs shall be final, binding settled on the effective date of the Change in Control and conclusive (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on all persons, including, the Change in Control shall be forfeited and cancelled with no consideration.. (c) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are assumed or exchanged for an equivalent substitute award by the Company or its successor and either (1) the Participant remains employed by the Company on the date that is six (6) months after the date of such Change in Control (the “6-Month Anniversary Date”) or (2) after the Change in Control but not limited tobefore the 6-Month Anniversary Date, the Participant’s Service with the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction is terminated by the Company, or any other circumstance or event, including any circumstance or event outside the control Company on account of the GranteeParticipant’s death or disability, adversely affects then (to the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does extent not become previously vested and non-forfeitable in accordance with this Section 2 4(a) or Section 6(b)), (i) the 6-Month Anniversary Date shall be forfeitedthe last day of the Measurement Period, (ii) the Target PRSUs shall be earned and vested as of the 6-Month Anniversary Date, if the preceding clause (1) applies or as of the date of termination of the Participant’s Service if the preceding clause (2) applies, in each case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A (iii) the Target PRSUs shall be settled within thirty days of the 6-Month Anniversary Date if the preceding clause (1) applies or within thirty days of the date of termination of the Participant’s Service if the preceding clause (2) applies and (iv) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the 6-Month Anniversary Date shall be forfeited and cancelled with no consideration.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 Subject to the terms of this AgreementSection 3, the Stock Units shall become vested according to the vesting of the Grantee’s rights and interest schedule set forth in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ], 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 notice from the write-off Equity Plan recordkeeper, provided that the Participant continues to be employed by, or provide service to, the Employer from the Date of goodwill and impairment charges, divided by Grant until the weighted average number of outstanding shares determined in accordance with GAAPapplicable Vesting Date. (b) The portion vesting of the Grantee’s rights Stock Units shall be cumulative, but shall not exceed 100% of the Stock Units. If the foregoing schedule would produce fractional Stock Units, the number of Stock Units that vest shall be rounded down to the nearest whole Stock Unit and interest the fractional Stock Units will be accumulated so that the resulting whole Stock Units will be included in the Bonusnumber of Stock Units that become vested on the last Vesting Date. Notwithstanding Section 3(a) above, if anyupon the Participant’s termination of employment or service from the Employer on account of the Participant’s (i) Disability, that becomes vested and non-forfeitable at (ii) Retirement, (iii) death, or (iv) termination by the Measurement Date Employer without Cause, the Participant shall be determined treated for vesting purposes as though the Participant remained employed or providing service to the Employer through the next subsequent Vesting Date following Participant’s termination, meaning the Participant shall vest in accordance with the following schedule:Stock Units that would have otherwise become vested as of such next subsequent Vesting Date provided, however, the Company has the right to reduce or change the amount depending on the facts and circumstances. (c) The Bonus shall become vested Except as otherwise provided in a written employment agreement or severance agreement entered into by and non-forfeitable between the Participant and the Employer, in the event of a Change of Control before all of the Stock Units vest in accordance with this Section 23(a) above, subject the provisions of the Plan applicable to a Change of Control shall apply to the Stock Units, and, in the event of a Change of Control, the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for may take such actions with respect to the vesting of the Bonus have been satisfied; provided Stock Units as it deems appropriate pursuant to the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedPlan.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 [Cliff Vesting - If the Participant does not have a termination of this Agreementservice through the last day of the Restriction Period, the vesting Participant's right to receive 100% of the Grantee’s rights and interest Restricted Shares shall vest without further risk of forfeiture. If the Participant's termination of service before the end of the Restriction Period is due to the Participant's death, disability, as defined in the Bonus shall be determined in accordance First Charter Corporation Comprehensive Stock Option Plan, ("Disability"), or retirement with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction consent of the performance goal specified in this Section 2 Committee (the “Performance Goal”"Retirement"), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) all of the Company’s adjusted core earnings per share Restricted Shares shall vest.] [Graduated Vesting (as defined below) during the assuming a three-year period beginning [ ], and ending on [ ] (period; other durations could be used) - If the “Performance Period”). The Cumulative EPS for Participant has a termination of service prior to the Performance Period shall be determined by the sum end of the adjusted core earnings per share for Restricted Period, the Company’s fiscal years ending [ ], [ ] and [ ] and Participant's right to the Restricted Shares 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 vest in accordance with the following schedule: (ca) The Bonus If the termination of service occurs before _____________, 20__ (the "Initial Vest Date"), the Participant shall become vested and nonforfeit all of the Restricted Shares; (b) If the Termination of Service occurs on or after the Initial Vest Date, (i) One-forfeitable in accordance with this Section 2, subject third of the Restricted Shares shall vest on the Initial Vest Date; (ii) One-third of the Restricted Shares shall vest on the first anniversary of the Initial Vest Date; and (iii) One-third of the Restricted Shares shall vest on the second anniversary of the Initial Vest Date. ] If the Participant's termination of service before the end of the Restriction Period is due to the Committee determining and certifying Participant's death, disability, as defined in writing that the corresponding Performance Goal and all other conditions for First Charter Corporation Comprehensive Stock Option Plan, ("Disability"), or retirement with the vesting consent of the Bonus have been satisfied; provided Committee ("Retirement"), all of the Grantee’s Continuous Status as an Employee Restricted Shares shall vest.] Any provision of this Agreement to the contrary notwithstanding, the Committee may in its sole and absolute discretion at any time before, or Consultant within 120 days after, the date of such termination of service determine that some or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination all of such Restricted Shares shall be based on the actual level free of the Performance Goal achieved, restrictions 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except 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 may be otherwise provided follows: (i) If the Administrator certifies that the performance metric set forth in 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 or Section 6 3(a) above, in the event that the Company fails to achieve the Threshold level of this Agreementperformance under the Vesting Metric during fiscal year 2019, the vesting of the Grantee’s rights Performance Stock Units shall immediately cease and interest in all of the Bonus Performance Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction immediately forfeited as 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”) last day of the Company’s adjusted core earnings per share (as defined below) during the three-fiscal 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 GAAP2019. (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 Notwithstanding anything to the contrary in Section 3(a) above and subject to the conditions set forth below, if the Company consummates a Covered Transaction prior to the end of fiscal year 2019, the Performance Stock Units granted hereby that have not otherwise vested or been terminated, forfeited, relinquished or expired prior to the Covered Transaction shall automatically become a number of time-vested and non-forfeitable in accordance with this Section 2restricted 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 Committee determining and certifying in writing Administrator certifies that the corresponding Performance Goal and all other conditions for Vesting Metric has been achieved during fiscal year 2019, the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Nonapplicable Time-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and Based Vesting Dates shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achievedaffected by any Covered Transaction, 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 Earned Performance Stock Units shall not be entitled continue to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and nonvest based on their applicable Time-forfeitable in accordance with this Section 2 shall be forfeitedBased Vesting Dates.

Vesting. Subject in each case to the FMV Vesting Condition (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreementdefined below), the vesting shares of Restricted Stock shall vest and no longer be forfeitable as follows: 4.1 The Restricted Stock shall vest upon the earliest to occur of (A) the second anniversary of the Grantee’s rights Grant Date, (B) a Change of Control and interest in (C) the Bonus shall be determined in accordance with this Section 2. The extent to date on which the Grantee’s interest Employment terminates as a result of (x) a termination by the Company without Cause (as defined in the Bonus becomes vested and non-forfeitable Grantee’s Stock Option Grant Agreement with the Company dated as of March 15, 2010) or (y) the Grantee’s death or Disability (such date, the “Vesting Date”). In the event that the Vesting Date occurs as a result of clause (C) above, the portion of the Restricted Stock that shall vest shall be based upon equal to a fraction, the satisfaction numerator of which is the number of whole months that have elapsed between the Grant Date and the Vesting Date and the denominator of which is 24, and any remaining portion of the performance goal specified in this Section 2 (the “Performance Goal”)Restricted Stock shall be forfeited immediately. In all other cases, subject to Section 3. The Performance Goal the FMV Vesting Condition, the Restricted Stock shall vest in full upon the Vesting Date. 4.2 Notwithstanding the foregoing, the Restricted Stock shall be based upon immediately forfeited in full if (A) the Cumulative EPS Grantee’s Employment terminates at any time (“Cumulative EPS”including following the Vesting Date) for any reason other than as described in clause 4.1(C) above, (B) the Grantee breaches any restrictive covenant to which he is subject at any time (including following the Vesting Date) or (C) as of the Company’s adjusted core earnings per share (as defined below) during Vesting Date, 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”)FMV Vesting Condition is not satisfied. For purposes of this Agreement, the “adjusted core earnings per shareFMV Vesting Condition” means shall mean that the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization Fair Value 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 a share of the Grantee’s rights and interest in the Bonus, if any, that becomes vested and non-forfeitable Common Stock is 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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedleast $38.50.

Vesting. (a) Except The RSUs shall vest 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 extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”)follows, subject to Section 3the Grantee's continued employment with the Company or a Subsidiary or Affiliate. The Performance Goal Within sixty (60) days following the end of each annual performance period set forth in (a), (b) and (c) below, the Compensation Committee shall be based upon meet and shall certify in writing whether 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”)applicable performance goals have been achieved for each such year. The Cumulative EPS for the Performance Period shall be determined Any fractional RSUs created by the sum of the adjusted core earnings per vesting calculations described below will be rounded down to a whole share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall number; no fractional shares will be measured on [ ] (the “Measurement Date”)delivered pursuant to this Award. For purposes of this Award Agreement, “adjusted core earnings per share” means [Performance Criteria] will be calculated based on [Insert Definition of Performance Criteria Calculation]. (a) [Performance Criteria – Year One]. If the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”)'s [Performance Criteria] for the period from [Insert dates for Performance Period, before amortization Year One] is [Insert Performance Criteria Target], one-third of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net the RSUs will vest as of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by date the weighted average number of outstanding shares determined in accordance with GAAPCompensation Committee certifies performance. (b) The portion [Performance Criteria – Year Two]. If the Company's [Performance Criteria] for the period from [Insert dates for Performance Period, Year Two] is [Insert Performance Criteria Target], a total of two-thirds of the Grantee’s rights and interest in RSUs will vest as of the Bonusdate the Compensation Committee certifies performance, if any, including any RSUs that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule:under Section 3(a) above. (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to [Performance Criteria – Year Three]. If the Committee determining and certifying in writing that the corresponding Company's [Performance Goal and all other conditions Criteria] for the vesting period from [Insert dates for Performance Period, Year Three] is [Insert Performance Criteria Target], all RSUs that have not yet vested will vest as of the Bonus have been satisfied; provided date the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Compensation Committee shall make this determination within sixty (60) days after the Measurement Date certifies performance (the “Determination "Certification Date”"). This determination Provided however that if the Company has any material acquisitions or divestitures during the term of this performance period then [Performance Criteria] shall be based on calculated without including the actual level benefits of any acquired businesses and shall be adjusted to reflect the disposition of any such business(es) by recalculating the performance targets by excluding the projected operating profit and assets, as of year-end [Insert Year] of the divested business(es) for the three year period. Additionally, [Performance Goal achieved, and shall not Criteria] will also 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 adjusted for any claim asset impairments or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedrestructuring charges.

Vesting. 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 Part I as the Vesting Period. If any Customer stops buying, or Ameritech terminates, or suspends and later terminates (ain all cases, deactivates) Except as may Service on or before the 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 activation), no Commission Payment or Account Maintenance Fees will be otherwise provided earned. Furthermore, if a Customer downgrades his/her Service Plan to a Service Plan with a lower net monthly access cost (i.e., the net cost after any discounts, credits, etc. is lower) within the Vesting Period(s) for the Service Plan originally sold, Ameritech will charge back the Commission credited or paid for the original Service Plan per the appropriate Vesting Period, and then pay Dealer the Commission (or proportionate balance thereof) for the Service Plan to which the Customer has downgraded. In such case, the Vesting Period for the new Commission shall be deemed to have commenced on the date of activation of the line under the original Service Plan. In all such cases, Ameritech will either deduct advanced but unearned Commission Payments and Account Maintenance Fees from future payments, or obtain repayment from the Dealer. Nothing in this Section 3 or Section 6 shall be construed to mean that Account Maintenance Fees are earned in full at the time of Vesting. On the contrary, Account Maintenance Fees are earned and paid in consideration of Dealer's performance of its obligations under this Agreement, including its availability to perform, and performance of, account maintenance-type services for Customers as an Ameritech Dealer, and therefore are earned and paid only with respect to Customers' Service periods which pre-date the vesting date of termination or expiration of the Grantee’s rights and interest in Dealer's Sales Agreement, or the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction deletion 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”Customer(s) 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 GAAPsuch Dealer's Account Maintenance Fee base. (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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except The Restricted Shares shall vest 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 extent to which the Grantee’s interest in the Bonus 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 [ ], 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.follows: (b) The portion Notwithstanding the foregoing, the Restricted Shares shall vest as follows: (i) all Restricted Shares shall vest in the event of the Grantee’s rights and interest death or Disability of the Key Employee; and (ii) all Restricted Shares shall vest if the Key Employee shall incur an Involuntary Termination (as defined in the Bonus, if any, that becomes vested and non-forfeitable at Plan) during the Measurement Date shall be determined in accordance one year period commencing with the following schedule:occurrence of a Change in Control. (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 As soon as reasonably practicable after the vesting of all or any portion of the Bonus have been satisfied; provided Restricted Shares, the Grantee’s Continuous Status as an Trust shall notify Key Employee or Consultant the Key Employee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or Non-a portion of Restricted Shares (“Tax Notice”). Key Employee Director has not terminated before or Key Employee’s legal representative, as applicable, shall tender to the Measurement Date. The Committee shall make this determination Trust the amount specified in the Tax Notice within sixty five (605) business days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level date of the Performance Goal achievedTax Notice, and or such longer period of time as the Trust may designate. The Trust shall not be subject required to an exercise of discretion to determine a level of achievement of remove the Performance Goal other than that actually achievedrestrictions on such Shares until such time as the Key Employee or the Key Employee’s legal representative, provided that the Committee’s good faith determination as applicable, shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Granteehave paid such tax withholding amount in full. The Grantee shall not be entitled to any claim or recourse if any action or inaction Trust, at its sole discretion and on such terms and conditions determined by the CompanyTrust from time to time, may permit the Key Employee or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee Key Employee’s legal representative to satisfy the Performance Goal minimum tax withholding obligations through the sale of all or a portion of such Shares resulting from this Agreement or by a return to the Trust of a number of Shares having a fair market value equal to the withholding amount due. In the event Key Employee or Key Employee’s legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in any way prevents its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the satisfaction of the Performance Goal. Any Trust all or a portion of the Bonus that does not become vested and non-forfeitable in accordance with Shares issued under this Section 2 Agreement thereby withholding benefits under this Agreement; or (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee’s legal representative, as applicable. The Trust is authorized to pay over to the appropriate authority, all federal, state, county, city or other taxes as shall be forfeitedrequired pursuant to any law or governmental regulation or ruling.

Vesting. (a) Except as may be otherwise provided With respect to the PSUs that vest in Section 3 or Section 6 accordance with the terms of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus Grantee shall be determined in accordance with this Section 2entitled to receive a number of shares of Company Stock (each, a “Share”) equal to the number of PSUs subject to the Grant times the “Payment Percentage” set forth opposite the “Achievement Percentile” set forth on Exhibit A attached hereto, subject to the terms and conditions set forth on Exhibit A attached hereto. The extent Subject to which the Grantee’s interest in the Bonus becomes vested Paragraphs 3 and non-forfeitable shall be based upon the 7 below, and further subject to 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 Goals (as defined below) during ), the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period Grantee 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 issued such Share(s) 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 respect to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination vested PSUs within sixty (60) days after following the Measurement 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 date of Committee certification, the “Performance-Based Vesting Date”); and (ii) the three-year anniversary of the Date of Grant (the “Determination Time-Based Vesting Date”, and the later of the Time-Based Vesting Date and the Performance-Based Vesting Date, the “Vesting Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise the Grantee’s continuous employment by the Employer from the Date of discretion Grant until the Vesting Date. All unvested PSUs will be forfeited for no consideration if the Grantee ceases to determine a level of achievement of be employed by the Performance Goal Employer for any reason other than that actually achievedDisability (as defined below), provided that the Committee’s good faith determination shall be finaldeath, 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 CompanyRetirement (as defined below), or any other circumstance or event, including any circumstance or event outside the control as expressly provided in Paragraph 7 of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedAgreement.

Vesting. (a) Except as may The Restricted Stock Units shall vest one third (1/3rd) on each of December 31, 2012, December 31, 2013 and December 31, 2014 (each a “Vesting Date”); provided that (i) the Grantee continues to be otherwise provided in Section 3 employed by, or Section 6 of this Agreementprovide service to, the vesting of Company through the Grantee’s rights Vesting Date, and interest in (ii) the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 Company Profit Trigger (as defined below) during is achieved. (b) For purposes of this Agreement, except as set forth in Section 2(d) below, the three-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 period beginning [ ], and ending on [ ] in which the Vesting Date occurs (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 DateCompany Profit Trigger”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined 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 Stock Units subject to vesting on the Vesting Date shall be cancelled and the Grantee shall cease to have any right or entitlement to receive any shares of Common Stock 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 this Grant with respect to the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAPcancelled Restricted Stock Units. (bc) The portion 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 rights 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 interest in were cancelled because the BonusCompany 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, if anyor providing service to, the Company; provided that becomes vested and non-forfeitable at the Measurement Company Profit Trigger is achieved for the Vesting Date shall be determined in accordance with the following schedule:Section 2(b) above). (d) Notwithstanding Sections 2(a) and (c) The Bonus shall become 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 and non-forfeitable in accordance with this Section 2, the Restricted Stock Units subject to this Grant (other than any Restricted Stock Units that did not vest and were cancelled because the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for Company Profit Trigger was not achieved), the vesting of the Bonus have been satisfied; provided Restricted Stock Units shall accelerate and the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee Restricted Stock Units shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based vest in full on the actual level first to occur of the Performance Goal foregoing events, without regard to whether the Company Profit Trigger has been achieved. (e) Except as provided in Sections 2(a), (c) and shall not (d) above, if the Grantee ceases to be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achievedemployed by, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited or provide service to, the Company and for any reason prior to vesting in the Grantee. The Grantee Restricted Stock Units subject to this Grant, then this Grant shall not be entitled immediately cancelled with respect to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control Restricted Stock Units that are unvested as of the Grantee, adversely affects the ability of ’s termination date and the Grantee shall cease to satisfy have any right or entitlement to receive any shares with respect to the Performance Goal 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 defined 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 Plan), then this Section 2 Grant shall be forfeitedimmediately cancelled with respect to all the Restricted 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. (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 Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ] (the “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 BonusRestricted 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 shall be determined 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 Bonus 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 Bonus 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 Determination Date, as defined herein. The Committee shall make this determination within sixty ninety (6090) 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 an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting As of the Grantee’s rights and interest date of grant set forth in the Bonus Grant Notice, all of the Shares shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ]unvested, 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 become vested and non-forfeitable at the Measurement Date shall be determined only in accordance with the schedule set forth in the Grant Notice. Notwithstanding the foregoing, the following schedule: provisions shall apply, (to the extent that, under guidance issued by the Internal Revenue Service, the following provisions would not result in the imposition of an excise tax on the Grantee under Section 409A of the Internal Revenue Code) on the termination of the employment of the Grantee with the Company and its Subsidiaries: (a) all unvested Shares shall be cancelled upon Grantee's death or Disability, (b) all unvested Shares shall immediately vest upon Grantee's Retirement, (c) The Bonus all unvested shares shall become vested and non-forfeitable in accordance with this Section 2continue to vest for one year following the Company's, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting or any of its Subsidiaries', termination of the Bonus have been satisfied; provided Grantee's employment without “Cause,” and (d) if, within 13 months following the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level occurrence of the Performance Goal achieveda Change in Control, 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, or any other circumstance or eventof its Subsidiaries, including any circumstance or event outside the control of terminates the Grantee's employment without Cause, adversely affects the ability of or the Grantee terminates his or her employment with the Company and its Subsidiaries for Good Reason (as such terms are defined in the Plan), all Shares shall immediately vest (subject to satisfy the Performance Goal Plan provisions relating to “Excise Tax Limitations”); provided that, notwithstanding anything to the contrary in this Agreement, in the event that Grantee's employment with the Company terminates at any time on or in any way prevents before the satisfaction first anniversary of such employment, either as the Performance Goal. Any portion result of termination by the Bonus that does not become vested and non-forfeitable Company for Cause or by Grantee other than for Good Reason (all determined in accordance with this Section 2 Grantee's employment agreement with the Company), all Shares shall be forfeitedimmediately cancelled. Shares which do not vest in accordance with the foregoing provisions shall be canceled without payment of consideration to the Grantee. Notwithstanding the foregoing, if any stock of the Company is publicly traded on an established securities market or otherwise, and if the Grantee is a “Key Employee” of the Company or an Affiliate (as defined in Section 416(i) of the Internal Revenue Code without regard to paragraph (5) thereof) no payment shall be made to the Grantee within six months after the Grantee's separation from service (or, if earlier, the date of his or her death) and the Vesting Period shall be deemed extended to that date; provided, this provision shall not apply if payment of Shares hereunder would not result in excise tax under guidance provided by the IRS.

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 Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ], 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”) (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 BonusRestricted 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 shall be determined 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 Bonus 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 Bonus 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 Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty 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 (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except This Warrant shall vest as may be otherwise to Shares (subject to adjustment as ----- provided in Section 3 or Section 6 herein) for each $20 million of this Agreement, the vesting net revenues of the Grantee’s rights and interest Company exceeding $50 million for the twelve (12) month period ending February 1, 2002 or February 1, 2003 (each a "Measuring Period"), provided that the gross margin for the ---------------- revenues reported in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 applicable Measuring Period or Periods is at least eighty percent (the “Performance Goal”80%), 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 Chief Financial Officer of the Grantee’s rights Company, in consultation with the Audit Committee of the Board of Directors and/or the Company's then independent public accountants (the "Auditors"), shall calculate the net revenues and interest in the Bonus-------- gross margin for each Measuring Period and send a notice showing the number of Shares, if any, that becomes which have vested during the applicable Measurement Period and non-forfeitable at a copy of his calculation (the Measurement Date shall be determined in accordance with the following schedule: (c"Calculation Notice") The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining Company and certifying in writing that to the corresponding ------------------ Holders of all the Performance Goal and all other conditions for Warrants, including the Holder hereof. If the Holder does not object to the calculation of the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”)"Objection Period") after his receipt of the Calculation Notice, the ---------------- calculation shall be final and binding upon the Holder. This Upon the request of Holders of Performance Warrants for at least a majority of shares of Common Stock underlying the Performance Warrants, a representative thereof may during the Objection Period inspect the Company's financial books and records to verify the calculation in the Calculation Notice. If the Holder or another Holder of Performance Warrants timely notifies the Chief Financial Officer prior to the end of the Objection Period, specifying his objection to the calculation, the Auditors shall review the calculation and their determination shall be based on final and binding upon the actual level Company. The Holder or other Holders of Performance Warrants who objected to the calculation shall bear the cost of the Performance Goal achievedAuditors in reviewing the calculation, and unless the Auditors make a change increasing the number of Shares to be vested, in which event the Company shall not be subject to an exercise of discretion to determine a level of achievement bear the cost of the Performance Goal other than Auditors' review. (c) Notwithstanding the vesting provision in this Section, this Warrant is limited to shares of Common Stock, except as may be adjusted --------------- pursuant to Section 3 hereof. In the event that actually achievedno Shares become vested hereunder, provided that this Warrant shall terminate upon the Committee’s good faith final determination shall be finalfor the second Measurement Period, binding and conclusive on all persons, including, but not limited to, notwithstanding the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control stated ending date of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedExercise Period.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 or Section 7 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 extent to which the Grantee’s interest in the Bonus 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, 2022 and ending on [ ] August 31, 2025 (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 [ ] August 31, 2025 (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”), before adjusted to exclude the following: (1) amortization of intangibles, intangible assets; (2) stock-based compensation expense and related charges, and ; (3) goodwill impairment charges, and net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance 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 that result from associated with the write-off of goodwill and impairment chargespreviously 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 BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) shall be determined at the Measurement Date shall be determined in accordance with the following schedule:, as determined by the Committee: 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 Bonus 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 Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not terminated before the Measurement 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 Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Exchange Act, the determination within sixty may be made by (60i) days after such ▇▇▇▇▇▇▇’s divisional Executive Vice President or the Measurement Date Chief Executive Officer of the Company, (ii) the Chief Operating Officer of the Company or (iii) the President of the Company (each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or such Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Company or the Grantee to 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 forfeited.

Vesting. Subject to Sections 3 and 4, the Grantee must continue as an active employee of an Employing Company for three years from the Date of Grant, subject to the Employing Company’s right to terminate the Grantee’s employment at any time. The RSUs shall vest as follows: (a) upon the first anniversary of the Date of Grant, one-third of the RSUs granted on the Date of Grant shall vest, provided that the Grantee is employed by an Employing Company on such anniversary, (b) upon the two year anniversary of the Date of Grant, an additional one-third of the RSUs granted on the Date of Grant shall vest, provided that the Grantee is employed by an Employing Company on such anniversary, and (c) upon the three year anniversary of the Date of Grant, the remaining one-third of the RSUs granted on the Date of Grant shall vest, provided that the Grantee is employed by an Employing Company on such anniversary. All fractional unvested RSUs, if any, resulting from the ratable vesting shall vest as whole RSUs upon the latest vesting date. Except as may be otherwise provided in Section Sections 3 or Section 6 and 4 of this Agreement, notwithstanding any other terms or conditions of the vesting Plan, the Administrative Regulations or this Agreement to the contrary, in the event of the Grantee’s rights termination of employment, regardless of the reason for such termination and interest whether or not later found to be invalid or in breach of employment laws in the Bonus shall be determined in accordance with this Section 2. The extent to which jurisdiction where the Grantee’s interest in Grantee is employed or the Bonus 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 [ ], 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 terms of the Grantee’s rights and interest in the Bonus's employment agreement, 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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status right to vest in the RSUs, if any, will terminate effective as of the date that the Grantee is no longer actively employed by an Employee Employing Company and will not be extended by any notice period (i.e., active employment would not include any contractual notice period or Consultant any period of “garden leave” or Non-Employee Director has not terminated before similar period mandated under employment laws in the Measurement Datejurisdiction where the Grantee is employed or the terms of the Grantee's employment agreement, if any). The Committee shall make this determination within sixty (60) days after have 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 an exercise of exclusive discretion to determine a level of achievement when the Grantee is no longer actively employed for purposes 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedRSUs.

Vesting. 3.1 Except as otherwise stated herein, provided that the Grantee remains as an employee of the Company through the applicable vesting date, the right to receive Common Stock based on the Restricted Stock Units will vest in accordance with the schedule set forth below. The period during which a Restricted Stock Unit is not vested is the “Restricted Period.” [No. of Shares per Period 1] [Vesting Date Period 1 mm/dd/yyyy] [No. of Shares per Period 2] [Vesting Date Period 2 mm/dd/yyyy] [No. of Shares per Period 3] [Vesting Date Period 3 mm/dd/yyyy] [No. of Shares per Period 4] [Vesting Date Period 4 mm/dd/yyyy] 3.2 The foregoing vesting schedule notwithstanding and subject to the provisions set forth below in this Section 3.2, if the Grantee’s employment terminates for any reason at any time before all of Grantee’s Restricted Stock Units have vested, the Grantee’s unvested Restricted Stock Units shall be automatically forfeited upon such termination of employment and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement. (a) Except as may be otherwise provided in Section 3 or Section 6 During any authorized leave of this Agreementabsence, the vesting running of Restricted Periods that have not lapsed within 90 days following the first day of the leave of absence shall be suspended after the leave of absence exceeds a period of 90 days. Restricted Periods that are suspended due to a leave of absence shall resume upon the Grantee’s rights termination of the leave of absence and interest in return to service, and the Bonus end date of the Restricted Periods shall be determined in accordance with this Section 2. The extent to which extended by the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction length 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 GAAPsuspension. (b) The portion of In the event 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 employment with the following schedule: (c) Company terminates due to death or disability, Restricted Periods that have not previously lapsed will accelerate and lapse immediately prior to such termination of service. The Bonus term “disability” 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 Bonus have been satisfied; provided the mean Grantee’s Continuous Status as an Employee inability to engage in any substantial gainful activity by reason of any medically determinable physical or Consultant mental impairment which can be expected to result in death or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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 Companylasted, or any other circumstance or eventcan be expected to last, including any circumstance or event outside the control for a continuous period of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedless than 12 months.

Vesting. As of the date of grant set forth in the Grant Notice, all of the Shares shall be unvested, and shall become vested only in accordance with the schedule set forth in the Grant Notice. Notwithstanding the foregoing, the following provisions shall apply, (to the extent that, under guidance issued by the Internal Revenue Service, the following provisions would not result in the imposition of an excise tax on the Grantee under Section 409A of the Internal Revenue Code) on the termination of the employment of the Grantee with the Company and its Subsidiaries: (a) Except as may all unvested Shares shall be otherwise provided in Section 3 cancelled upon Grantee's death or Section 6 Disability, (b) all unvested Shares shall immediately vest upon Grantee’s Retirement, (c) all unvested shares shall continue to vest for one year following the Company’s, or any of this Agreementits Subsidiaries’, the vesting termination of the Grantee’s rights employment without “Cause,” and interest (d) if, within 13 months following the occurrence of a Change in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”)Control, 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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, or any other circumstance or eventof its Subsidiaries, including any circumstance or event outside the control of terminates the Grantee's employment without Cause, adversely affects the ability of or the Grantee terminates his or her employment with the Company and its Subsidiaries for Good Reason (as such terms are defined in the Plan), all Shares shall immediately vest (subject to satisfy the Performance Goal Plan provisions relating to “Excise Tax Limitations”); provided that, notwithstanding anything to the contrary in this Agreement, in the event that Grantee’s employment with the Company terminates at any time on or in any way prevents before the satisfaction first anniversary of such employment, either as the Performance Goal. Any portion result of termination by the Bonus that does not become vested and non-forfeitable Company for Cause or by Grantee other than for Good Reason (all determined in accordance with this Section 2 Grantee's employment agreement with the Company), all Shares shall be forfeitedimmediately cancelled. Shares which do not vest in accordance with the foregoing provisions shall be canceled without payment of consideration to the Grantee. Notwithstanding the foregoing, if any stock of the Company is publicly traded on an established securities market or otherwise, and if the Grantee is a “Key Employee” of the Company or an Affiliate (as defined in Section 416(i) of the Internal Revenue Code without regard to paragraph (5) thereof) no payment shall be made to the Grantee within six months after the Grantee’s separation from service (or, if earlier, the date of his or her death) and the Vesting Period shall be deemed extended to that date; provided, this provision shall not apply if payment of Shares hereunder would not result in excise tax under guidance provided by the IRS.

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 Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 threefive-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 [ ] (the 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 BonusRestricted 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 following schedule:: Beginning [ ] and Ending [ ] Notwithstanding the foregoing schedule, (i) if the certified achievement of the Performance Goal at the first Measurement Date (that is, [ ]) is at or above a Cumulative EPS of [$X] (that is, 100 percent or more of the related Shares are certified to vest and become non-forfeitable), then the Performance Period shall end on the first Measurement Date and no additional related Shares shall be available to become vested under this Agreement; (ii) if the certified achievement of the Performance Goal at the first Measurement Date is at a Cumulative EPS of less than [$X] (that is, less than 100 percent, if any, of the related Shares are certified to vest and become non-forfeitable), then the 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 Restricted Stock Units and related Shares that may be 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 Bonus 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 Bonus 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 the each Measurement Date during the Performance Period (the 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 or Section 7 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 extent to which the Grantee’s interest in the Bonus 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, 2021] and ending on [ [August 31, 2024] (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 [ [August 31, 2024] (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”), before adjusted to exclude the following: (1) amortization of intangiblesintangible assets, (2) stock-based compensation expense and related charges, and (3) goodwill impairment charges, and net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance 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 that result from associated with the write-off of goodwill and impairment chargespreviously 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 BonusRestricted 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 shall be determined 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 Bonus 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 Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not terminated before the Measurement 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 (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty may be made by (60i) days after such Grantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the Measurement Date Chief Operating Officer of the Company or by (iii) the President of the Company (each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Company or the Grantee to 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 forfeited.

Vesting. (a) Except The Restricted Shares shall vest 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 extent to which the Grantee’s interest in the Bonus 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 [ ], 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.follows: (b) The portion Notwithstanding the foregoing, the Restricted Shares shall vest as follows: (i) all Restricted Shares shall vest in the event of the death or Disability of the Grantee’s rights and interest ; (ii) all Restricted Shares shall vest in the Bonus, event that the Grantee is discharged by the Trust without Cause as defined in the Plan; and (iii) all Restricted Shares shall vest if any, that becomes vested and non-forfeitable at the Measurement Date Grantee shall be determined incur an Involuntary Termination (as defined in accordance the Plan) during the one year period commencing with the following schedule:occurrence of a Change in Control. (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 As soon as reasonably practicable after the vesting of all or any portion of the Bonus have been satisfied; provided Restricted Shares, the Trust shall notify Grantee or the Grantee’s Continuous Status legal representative, as an Employee applicable, of the amount of required withholding taxes due on the vesting of all or Consultant a portion of Restricted Shares (“Tax Notice”). Grantee or Non-Employee Director has not terminated before Grantee’s legal representative, as applicable, shall tender to the Measurement Date. The Committee shall make this determination Trust the amount specified in the Tax Notice within sixty five (605) business days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level date of the Performance Goal achievedTax Notice, and or such longer period of time as the Trust may designate. The Trust shall not be subject required to an exercise of discretion to determine a level of achievement of remove the Performance Goal other than that actually achieved, provided that restrictions on such Shares until such time as the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and Grantee or the Grantee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Grantee shall not be entitled to any claim or recourse if any action or inaction Trust, at its sole discretion and on such terms and conditions determined by the CompanyTrust from time to time, may permit the Grantee or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee ’s legal representative to satisfy the Performance Goal 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 returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Grantee or Grantee’s legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in any way prevents its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the satisfaction of the Performance Goal. Any Trust all or a portion of the Bonus that does not become vested and non-forfeitable in accordance with Shares issued under this Section 2 Agreement; or (ii) withholding the required amounts from other amounts due the Grantee or Grantee’s legal representative, as applicable. The Trust is authorized to pay over to the appropriate authority, all federal, state, county, city or other taxes as shall be forfeitedrequired pursuant to any law or governmental regulation or ruling.

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 Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ], 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”) (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 BonusRestricted 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 shall be determined 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 Bonus 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 Bonus 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 Determination Date as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty 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 (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

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 Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ], 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”) (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 BonusRestricted 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 shall be determined 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 Bonus 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 Bonus 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 Determination Date as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty 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 (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 Subject to the terms and conditions of this Agreement, including the vesting of clawback and forfeiture provisions under Section 6 and Section 10 below, the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 Earned PSUs (as defined below), if any, shall 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 terms and conditions of this Agreement. (b) during The number of PSUs that shall become earned, if any, following the three-year end of the period beginning [ ]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. The Cumulative EPS for [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 determined by reduced so that the sum of PSU Ending Value does not exceed [five] times the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”)PSU Grant Value. For purposes of this AgreementSection 3(b), (i) the “adjusted core earnings per sharePSU Grant Value” shall be the number of granted PSUs multiplied by the closing price of the Company’s Common Stock on the Grant Date, and (ii) the “PSU Ending Value” shall be the sum of (A) the earned PSUs calculated as set forth in Exhibit A multiplied by the Closing Average Period Value plus (B) the fair market value as of the last day of the Performance Period of any amounts (without interest) payable in accordance with Sections 7(b) and 7(c) through the last day of the Performance Period; provided, however, that any Common Stock described in this clause (B) shall be valued using the Closing Average Period Value. For purposes of this Section 3(b), the “Closing Average Period Value” means the average closing price of the Company’s net income Common Stock over the Closing Average Period. Any such reduction shall be rounded down to the nearest whole PSU. The number of earned PSUs 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 3(b) is referred to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status below as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination DateEarned PSUs.”). 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.]

Vesting. The Award shall be subject to two vesting conditions, each of which must be satisfied: (a) Except as may 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 otherwise provided a day on which the U.S. stock exchanges are closed, in Section 3 or Section 6 of this Agreement, 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 Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction Board of Directors 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”) Company of the Company’s adjusted core positive fully-diluted 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 Company (subject to adjustment for certain extraordinary items) for any of the Company’s 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. Upon vesting, each RSU shall automatically be converted into one share of common stock of the Company and a certificate representing such share shall be measured on [ ] (delivered to the “Measurement Date”)Key Person as promptly as practicable thereafter. For purposes of this Agreementdetermining the EPS of the Company in any particular fiscal year, “adjusted core earnings per share” means the Company’s net income determined under U.S. EPS shall be increased to the extent that EPS was reduced in accordance with 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 scheduleobjectively determinable amounts due to: (c) The Bonus shall become vested and non-forfeitable 1. A change in accordance accounting policy or GAAP; 2. Dispositions of assets or businesses; 3. Asset impairments; 4. Amounts incurred in connection with this Section 2, subject any financing; 5. Losses on interest rate swaps resulting from ▇▇▇▇ to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee market adjustments or Consultant discontinuing ▇▇▇▇▇▇; 6. Board approved restructuring or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, similar charges including but not limited toto charges in conjunction with or in anticipation of an acquisition; 7. Losses related to environmental, the Company and the Granteelegal, product liability or other contingencies; 8. The Grantee shall not be entitled to any claim Changes in tax laws; 9. Losses from discontinued operations; and 10. Other extraordinary, unusual or recourse if any action or inaction by infrequently occurring items as disclosed in the Company, 's financial statements or any other circumstance or event, including any circumstance or event outside filings under the control Securities Exchange Act of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited1934.

Vesting. (ai) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, the vesting All of the Grantee’s rights and interest in the Bonus Restricted Stock Units shall initially be determined in accordance with this Section 2unvested. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable All Restricted Stock Units shall be vest 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 on the Company’s adjusted core earnings per share (as defined below) achievement during the threeCompany’s fiscal years 2016 (ending in calendar year 2017) and 2017 (ending in calendar year 2018) (such two-fiscal year period beginning [ ]period, and ending on [ ] (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 Cumulative EPS 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 full based on the Company’s achievement of the Performance Period shall Metrics through the date of termination, to 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 Compensation Committee in accordance with GAAPits sole discretion. (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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except This option shall vest 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 date. This option shall be subject to 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 each such term is defined in the Employment Agreement. Payment of the 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 Committee or otherwise provided in Section 3 or Section 6 of this Agreementpermitted under the Plan. However, the vesting of the Grantee’s rights and interest in the Bonus payment may not be made with Common Stock unless stock has been held for at least six months. Payment shall be determined in accordance with this Section 2made to the Corporation at its corporate office, Castle Brands Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: President. The extent exercise of your option is subject to which the Grantee’s interest in 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 Bonus becomes vested and non-forfeitable shall placing of such legends on your certificates as may be based upon required by the satisfaction 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 performance goal specified in this Section 2 Securities Act of 1933, as amended (the “Performance GoalAct”), 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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be 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 consultant to the Corporation or one of its subsidiaries at the date of exercise of discretion to determine a level of achievement and that employment, directorship or consultancy must have been continuous from the date hereof. For the purposes of the Performance Goal other than that actually achievedPlan, provided that persons on company-authorized leaves of absence are considered employees; however, long-term disability is not considered employment. In 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, or any other circumstance or event, including any circumstance or event outside the of a change of control of the Grantee, adversely affects the ability of the Grantee Corporation your rights to 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 exercise this Section 2 option shall be forfeited.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 Plan. In the event of (i) your death or (ii) the termination of your employment, directorship or consultancy by the Corporation for cause or without cause, by you or due to long-term disability while an active employee, director or consultant, 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 as follows:

Vesting. (a) Except Subject to Section 2(b) and Section 2(c) and the Maximum Cap described below, and except as may be otherwise provided in Section 3 or Section 6 of this Agreement2(c)(iv), the vesting number of Phantom Shares that shall vest on the Grantee’s rights and interest in the Bonus Vesting Date, if any, shall be determined calculated in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be Exhibit A attached hereto based upon the satisfaction achievement of the performance goal specified in this Section 2 goals set forth on Exhibit A (the “Performance GoalGoals”), 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 (the “TSR Performance Period”) beginning [ ]on January 1, 202_ and ending on [ ] the Vesting Date (December 31, 202_); provided that, to the “Performance Period”). The Cumulative EPS extent that any fractional Shares result, the number of Phantom Shares eligible for the Performance Period settlement (as set forth in Section 4) shall be determined by rounded up to the sum of nearest whole share. Any Phantom Shares granted hereunder that do not vest on the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and Vesting Date 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 GAAPforfeited. (b) The portion Except as otherwise provided in this Section 2, if the Grantee experiences a Termination of Service for any reason prior to the Vesting Date, the Phantom Shares shall, with no further action, be forfeited and cease to be outstanding as 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:Termination of Service. (c) The Bonus following terms shall become vested and non-forfeitable apply in accordance with this the event of a Termination of Service: (i) Subject to Section 22(c)(iv), in the event that, prior to the Vesting Date, the Grantee experiences a Termination of Service by the Company without Cause (as defined in the Employment Agreement) or a Termination of Service by the Grantee for Good Reason (as defined in the Employment Agreement), then, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting Section 5(k) of the Bonus have been satisfied; provided Employment Agreement relating to execution of a release, the Grantee’s Continuous Status Grantee shall vest in a pro-rata portion of the Phantom Shares as an Employee or Consultant or Non-Employee Director has not terminated before of the Measurement Vesting Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination pro-rata portion shall be based calculated as the number of Phantom Shares that would have vested on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of Vesting Date based upon achievement of the Performance Goal other than Goals if the Grantee remained employed through the Vesting Date, multiplied by a fraction, (x) the numerator of which is the number of days in the TSR Performance Period that actually achieved, provided elapse through the anniversary of the Grant Date that immediately follows the CommitteeGrantee’s good faith determination shall be final, binding and conclusive on all persons, including, Termination of Service (but not limited tobeyond the Vesting Date) and (y) the denominator of which is 1,095. Notwithstanding the foregoing, in the event that in connection with the Grantee’s Termination of Service the Company, the Company is managed by an external manager pursuant to a management and advisory contract and such external manager has provided the Grantee with an offer of employment (A) on economic terms that are at least substantially equivalent in form and economic substance (and not in the aggregate) to those provided to the Grantee immediately prior to such Termination of Service and (B) on terms that would not be deemed to trigger Good Reason (an offer of employment that meets the requirements of (A) and (B), a “Qualifying Offer”), then, regardless of whether the Grantee accepts such offer of employment, this Section 2(c)(i) shall have no effect and the Grantee. The Grantee shall not be entitled to any claim receive the vesting described in this Section 2(c)(i) or recourse if any action or inaction by Section 2(c)(iv). (ii) Subject to Section 2(c)(iv), in the Companyevent that, or any other circumstance or eventprior to the Vesting Date, including any circumstance or event outside the control Grantee experiences a Termination of Service on account of the Grantee’s death or Disability (as defined in the Employment Agreement), adversely affects then the ability number of Phantom Shares that shall vest, if any, on the Grantee to satisfy Vesting Date shall be the Performance Goal or in any way prevents number of Phantom Shares that would have vested on the satisfaction Vesting Date based upon achievement of the Performance Goal. Any portion Goals if the Grantee remained employed through the Vesting Date; provided that, such vesting shall be subject to Section 5(k) of the Bonus that does Employment Agreement relating to execution of a release, if the Grantee experiences a Termination of Service on account of the Grantee’s Disability. (iii) [Subject to Section 2(c)(iv), in the event that, prior to the Vesting Date, the Grantee experiences a Termination of Service on account of the Grantee’s voluntary resignation at a time when circumstances constituting Cause do not become vested exist, and non-forfeitable in accordance with this such Termination of Service is an Eligible Retirement (as defined below) then, subject to Section 2 shall be forfeited.5(k) of the Employment

Vesting. (ai) Except as may be otherwise provided The Deferred Stock covered by this special retention grant shall vest in Section 3 or Section 6 equal installments at the rate of this Agreement12.5% for each full year of employment with the Company after December 31, 1987 (with prorated vesting credit for each full month of employment in any partial year, subject to shareholder approval of the 1988 LTIP for months prior to May 1988). (ii) The vesting of the Grantee’s rights and interest in the Bonus Deferred Stock granted hereunder shall be determined partially accelerated so that such Deferred Stock vests at the rate of 20% for each full year of employment with the Company after December 31, 1987 (with prorated vesting credit for each full month in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”)any partial year, subject to Section 3. shareholder approval of the 1988 LTIP for months prior to May 1988), in the event of Executive's termination due to death or Disability. (iii) The Performance Goal vesting of the Deferred Stock granted hereunder shall be based upon fully accelerated in the Cumulative EPS event of: (“Cumulative EPS”1) termination of Executive's employment with the Company due to Executive's early retirement prior to December 31, 1995, with the express consent of the Company’s adjusted core earnings per share Board for purposes of the vesting acceleration provisions of this Deferred Stock award; (2) termination of Executive's employment with the Company by the Company without Cause or by Executive for "Good Reason" (as defined belowin Section 4(c) during above); or (3) a "Change in Control" of AMR, or a "Potential Change in Control" of AMR, as defined under 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 GAAP1988 LTIP. (bi) The portion 20 (iv) In the event of the Grantee’s rights and interest in the Bonustermination of employment, if any, that becomes any shares of Deferred Stock not otherwise vested and non-forfeitable under this Paragraph 1.1(a) 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 or prior to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting effective date of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 such termination shall be forfeited. (v) If Executive is terminated by the Company for Cause, all shares of Deferred Stock otherwise vested under this Paragraph 1.1 (a) but not yet distributed to Executive under Paragraph 1.1(b) below shall be forfeited.

Vesting. (aSubject to Section 3(c) Except as may be otherwise provided in and Section 3 or Section 6 of this Agreement5(d), the vesting on each of the Grantee’s rights and interest dates set forth in the Bonus shall table below under the column labeled “Date,” the restrictions imposed under Section 3(a) will lapse and be determined removed from the number of shares of Granted Stock set forth in accordance with this the table below opposite that date under the column labeled “Number of Shares Vesting.” Removal of the restrictions imposed under Section 2. The extent 3(a) from particular shares of Granted Stock is also referred to as “vesting” of those shares and shares from which the Grantee’s interest in restrictions have been removed are referred to as “vested.” However, notwithstanding the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”)foregoing, 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 if any Cancellation Event (as defined belowin Section 3(c)) during has occurred, then vesting of any shares of Granted Stock scheduled to vest on or after the three-year period beginning [ ]time that Cancellation Event occurred will be deferred and will not occur and such shares will remain subject to all restrictions hereunder unless and until such Cancellation Event, and ending on [ ] (if susceptible of cure, is fully cured prior to cancellation by Exult of such shares. Repetition of a previously cured Cancellation Event will trigger a new deferral. Further, if the “Performance Period”). The Cumulative EPS conditions to vesting for any shares set forth in Section 5(d) are not met by the Performance Period scheduled vesting date, then vesting of those shares shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] deferred and [ ] will not occur 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 such 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, will remain subject to all restrictions hereunder for up to 90 days following the Committee determining scheduled vesting date, unless and certifying in writing that the corresponding Performance Goal and until all other conditions for the to vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty are met (60a “Section 5(d) days after the Measurement Date (the “Determination DateDeferral”). This determination shall 90-day period will be based on extended by one day for each day (if any) from the actual level vesting date until the date that Exult provides the registration described in Section 6(i), and by an additional day for each day (if any) that the registration described in Section 6(i) may be made unavailable before it has been available for at least 20 days. If all conditions to vesting have not been met by the end of the Performance Goal achievedSection 5(d) Deferral, as it may be extended pursuant to this Section 3(b), then the shares to which those conditions applied will be cancelled and C▇▇▇▇▇▇▇ shall have no rights to or in respect of cancelled shares except the right to receive the Acquisition Consideration in respect thereof. No cancellation shall occur during any Section 5(d) Deferral, and C▇▇▇▇▇▇▇ shall not be subject have the right at any time during any Section 5(d) Deferral to an exercise of discretion cause vesting to determine a level of achievement of occur by meeting 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or conditions 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 forfeited5(d).

Vesting. Except as otherwise provided in this Section 3, Restricted Stock Units subject to this grant shall vest as follows: (a) Except as may be otherwise provided in Section 3 or Section 6 of this Agreement, 8,750 Restricted Stock Units shall vest on the vesting one year anniversary of the Grantee’s rights and interest in Legal Grant Date subject to the Bonus Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto; (b) 8,750 Restricted Stock Units, shall be determined in accordance with this Section 2. The extent to which vest on the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction two year anniversary of the performance goal specified in this Section 2 (the “Performance Goal”), Legal Grant Date subject to Section 3. The the Participant achieving certain Key Performance Goal Indicators set forth on Exhibit B attached hereto; (c) 8,750 Restricted Stock Units, shall be based upon vest on the Cumulative EPS (“Cumulative EPS”) three year anniversary of the Company’s adjusted core earnings per share Legal Grant Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto; (as defined belowd) during 8,750 Restricted Stock Units, shall vest on the three-four year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum anniversary of the adjusted core earnings per share for Legal Grant Date subject to the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured Participant achieving certain Key Performance Indicators set forth on [ ] (the “Measurement Date”)Exhibit B attached hereto. For purposes of this Section, the period of time between each anniversary of the Legal Grant Date shall be referred to as the “Vesting Year”. In the event of the Participant's Termination of Service by the Company without Cause or for Good Reason, all unearned Restricted Stock Units awarded under this Award Agreement that could be earned during the Vesting Year in which the Termination of Service occurs shall vest immediately prior to the Termination of Service. As used in this Agreement, “adjusted core earnings per shareGood Reason” means the Companyshall mean Participant’s net income determined under U.S. generally accepted accounting principles resignation if after twelve (“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 12) months 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 BonusLegal Grant Date, if any(i) Participant is not satisfied with his compensation package at that time; or (ii) Participant’s title or duties are materially adversely modified without Participant’s consent. Notwithstanding anything else contained herein, that becomes vested and non-forfeitable at the Measurement Date if there is a Change of Control prior to a Termination of Service, all unearned Restricted Stock Units awarded under this Award Agreement 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 vest immediately prior to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting Change of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedControl.

Vesting. (a) Except The performance period for the PRSUs shall be the period beginning January 1, 2025 and ending on December 31, 2027 (or, if earlier and as may be otherwise provided in Section 3 or Section 6 this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the vesting number of the Grantee’s rights and interest in the Bonus PRSUs that shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested deemed earned 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 [ ], 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 Bonusvested, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance 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 schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2the end of the Measurement Period, subject to the Committee determining and certifying in writing that shall determine the corresponding Performance Goal and all other conditions for the vesting level of achievement of the Bonus have been satisfied; provided Performance Metrics and the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before percentage of the Measurement Date. The Committee shall make this determination within sixty Target PRSUs earned pursuant to such criteria (60) days after the Measurement Date (date of such determination, the “Determination Date”). This determination 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 based 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 the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the actual level effective date of the Performance Goal achieved, 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 not be subject to an exercise of discretion to determine a level of achievement forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Performance Goal other than that actually achievedParticipant’s death or disability, provided that then (w) the Committee’s good faith determination effective date of the Change in Control 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, or any other circumstance or event, including any circumstance or event outside the control last day of the GranteeMeasurement Period, adversely affects (x) the ability Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Grantee to satisfy Target PRSUs as of the Change in Control as if the Performance Goal or Metrics had been achieved at the Target level set forth in any way prevents Exhibit A, (y) such Target PRSUs shall be settled on the satisfaction effective date of the Performance Goal. Any portion Change of the Bonus Control and (z) any PRSUs (and any related Dividend Equivalents) that does do not become earned and vested and non-forfeitable on the Change in accordance with this Section 2 Control shall be forfeitedforfeited and cancelled with no consideration.

Vesting. (a) Except as may The Restricted Stock Units shall vest in full on the first to occur of the following dates; provided the Grantee continues to be otherwise provided in Section 3 employed by, or Section 6 of this Agreementprovide service to, the vesting Company through the applicable date: (i) the third anniversary of the Date of Grant; (ii) the Grantee’s rights and interest death; (iii) the Grantee’s Disability (as defined in the Bonus shall be Plan); (iv) the effective date of a Change of Control (only to the extent the transaction constituting the Change of Control is also a permitted change of control event under Section 409A of the Internal Revenue Code, as amended and the regulations promulgated thereunder (the “Code”); (v) the Grantee’s Early or Normal Retirement (as defined by the Susquehanna Bancshares, Inc. Cash Balance Pension Plan), or (vi) the date determined in accordance with this the provisions of Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 2(b) below (the “Performance Goal”)applicable date is referred to as, 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 Vesting 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 Notwithstanding (a) above, if the Grantee is party to a written Employment Agreement with the Company which sets forth certain terms and conditions under which the Grantee’s rights and interest equity or equity-based awards from the Company, including this Grant, may vest on an accelerated basis in the Bonusevent the Grantee ceases to be employed by, or provide service to, the Company under various specified circumstances, the terms and provisions of the Employment Agreement (including any conditions, restrictions or limitations governing the accelerated vesting of the Restricted Stock Units as they apply to this Grant) are hereby incorporated by reference into this Agreement and shall have the same force and effect as if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined expressly set forth in accordance with the following schedule:this Agreement. (c) The Bonus shall become vested Except as provided in Section 2(a) and non-forfeitable in accordance with this Section 22(b) above, subject if the Grantee ceases to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee be employed by, or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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 provide service to, the Company for any reason prior to vesting in one or more Restricted Stock Units subject to this Grant, then the Grant will be immediately cancelled with respect to those unvested Restricted Stock Units, and the Granteenumber of Restricted Stock Units will be reduced accordingly. The Grantee shall not thereupon cease to have any right or entitlement to receive any shares with respect to those cancelled Restricted Stock Units. If the Grantee ceases to be entitled to any claim employed by, or recourse if any action or inaction provide service to, the Company on account of a termination by the CompanyCompany for Cause, then this Grant will be immediately cancelled with respect to all the Restricted Stock Units subject to such Grant, whether vested or any other circumstance or eventunvested at the time, including any circumstance or event outside the control of the Grantee, adversely affects the ability of and the Grantee shall thereupon cease to satisfy have any right or entitlement to receive any shares under this Grant and 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 forfeitedcancelled Restricted Stock Units.

Vesting. Subject to the remaining provisions of this Award: (a) Except Time-vesting SARs. The 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 may be 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 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 22 below. The extent to precise amount in which the Grantee’s interest in the Bonus 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 [ ], 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 you may vest will be determined in accordance with the following schedulerules, subject to certification by the Committee of the Company's Economic Value Added (EVA) growth over the [YEAR 1] through [YEAR 3] fiscal years, relative to the normalized EVA growth, over the same period, of the peer companies identified by the Committee: (ci) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to If the Committee determining and certifying in writing that Company's EVA growth is at the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual median level of the Performance Goal achievedCompany's peer group, and shall not be subject you will have the opportunity to an exercise vest in all of discretion to determine a the Performance-vesting Shares (at Target Level). (ii) If the Company's EVA growth is above the median level of achievement the Company's peer group, you will have the opportunity to vest in a multiple (set by the Committee) of your Performance-vesting SARs, 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 Performance Goal other than that actually achievedAward Date. (iii) If the Company's EVA growth is below the median level of the Company's peer group but above the 40th percentile of the peer group, provided you will have the opportunity to vest in at least a fraction (set by the Committee) of your Performance-vesting SARs (so that the Committee’s good faith determination shall Total Number of SARs vested will be final, binding and conclusive on all persons, including, but not limited to, less than the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by Target Level). (iv) If the Company, 's EVA growth is at or any other circumstance or event, including any circumstance or event outside below the control 40th percentile of the GranteeCompany's peer group, adversely affects you will not have the ability opportunity to vest in any portion of your Performance-vesting SARs (at Target Level or otherwise). Your “Maximum Performance-vesting SARs” is 200% of the Grantee to satisfy number of SARs indicated above in the Performance Goal or in any way prevents box labeled “Total Number of SARs (at Target Level)” minus the satisfaction number of the Performance Goal. Any portion of the Bonus that does not become vested and nonyour Time-forfeitable in accordance with this Section 2 shall be forfeitedvesting SARs.

Vesting. (a) Except as may be Unless the Committee otherwise provided determines in Section 3 or its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Agreement or Section 2. The extent to which the Grantee’s interest in the Bonus 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”13.1(b) of the Company’s adjusted core earnings per share (as defined below) during Plan and subject to 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 last paragraph of this AgreementSection 5, “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 Restricted Share Units shall become vested and non-forfeitable at the Measurement Date shall be determined in accordance with the following schedule:schedule (each date specified below being a Vesting Date): (a) On the Initial Vesting Date, 33% of the Restricted Share Units shall become vested; (b) On the Corresponding Day in the twelfth (12th) month following the Initial Vesting Date, an additional 33% of the Restricted Share Units shall become vested; and (c) The Bonus On the Corresponding Day in the twenty-fourth (24th) month following the Initial Vesting Date, 100% of the Restricted Share Units shall become vested. [Please refer to the website of the Third Party Administrator, Solium Capital LLC (Shareworks), which maintains the database for the Plan and provides related services, for the specific Vesting Dates related to the Restricted Share Units (click on the specific grant 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 and non-forfeitable 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 25, subject in Restricted Share Units as to which the Committee determining Grantee would otherwise vest as of a given date if Grantee’s Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Grant Date and certifying prior to such Vesting Date (the vesting or forfeiture of such Restricted Share Units to be governed instead by Section 6). In addition, in writing that the corresponding Performance Goal and all event the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s General Counsel due to an alleged violation of the Company’s Code of Business Conduct, applicable law or other conditions for misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Bonus have been satisfied; provided Restricted Share Units until 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 day after the Measurement Date 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 “Determination Recovery Date”). This determination shall If the Suspension Event has occurred and prior to the 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 based on terminated without any further vesting after the actual level date of the Performance Goal achievedSuspension Event, 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 unless otherwise agreed by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

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 Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 threefive-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 [ ] (the 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 BonusRestricted 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 following schedule:: Beginning[ ] and Ending[ ] Notwithstanding the foregoing schedule, (i) if the certified achievement of the Performance Goal at the first Measurement Date (that is, [ ]) is at or above a Cumulative EPS of [$X] (that is, 100 percent or more of the related Shares are certified to vest and become non-forfeitable), then the Performance Period shall end on the first Measurement Date and no additional related Shares shall be available to become vested under this Agreement; (ii) if the certified achievement of the Performance Goal at the first Measurement Date is at a Cumulative EPS of less than [$X] (that is, less than 100 percent, if any, of the related Shares are certified to vest and become non-forfeitable), then the 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 Restricted Stock Units and related Shares that may be 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 Bonus 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 Bonus 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 the each Measurement Date during the Performance Period (the 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 2(e) of this Agreement, the vesting PSU-TSR Award shall vest following a three-year performance period consisting of the GranteeCompany’s rights fiscal years 20xx, 20xx and interest in the Bonus 20xx, and shall be determined 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 PSUs, if any, that vest in accordance with this Section 2. The extent to which 2(a) shall vest as soon as administratively practicable but no later than thirty (30) days following the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 PSU Certification Date (the “Performance GoalVesting Date”), subject to Section 3. The Performance Goal and any PSUs that remain unvested following the Vesting Date shall be based upon immediately forfeited by the Cumulative EPS Participant without payment of any consideration. (“Cumulative EPS”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 CompanyCompany is terminated for any reason other than due to the Participant’s adjusted core earnings per share 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) during In the three-event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Participant within the first year period beginning [ ]following the Grant Date of this Agreement, and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period Participant shall be determined by the sum entitled to vest in 1/3 of the adjusted core earnings per share for PSUs that would have otherwise vested had service continued through the Company’s fiscal years ending [ ]Vesting Date, [ ] and [ ] and 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 preceding sentence shall be measured forfeited and cancelled automatically at the time of the Participant’s death, Disability or Retirement. In the event that Participant’s employment is terminated by reason of death, Disability or Retirement after the first year following the Grant Date of this Agreement, Participant shall be entitled to vest in all 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. (the “Measurement Date”). f) For purposes of this Agreement, “adjusted core earnings per shareRetirement” means shall mean Participant’s termination of employment for any reason (other than for Misconduct as defined in Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of continuous service as an employee of the Company’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. Company or an Affiliate; or (b) The portion Participant has attained age 65. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that Participant has violated any of the Grantee’s rights and interest Obligations in Appendix A to this Agreement, 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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and Participant shall not be subject deemed to an exercise of discretion to determine a level of achievement be eligible for Retirement and all PSUs that have not been settled shall be forfeited effective as of the Performance Goal other than that actually achieved, provided date 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedviolation first occurred.

Vesting. Subject to Grantee's continued employment with the Company through the Vesting Date (adefined below) Except as may be otherwise provided in Section 3 or Section 6 and the Company's attainment of this Agreement, the vesting 100% of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 applicable Target (as defined below) with respect to the fiscal year of the Company that precedes the fiscal year during which the threeVesting Date occurs, the Restricted Stock Award shall vest as to one-year period beginning [ ], and ending on [ ] third of the shares of Restricted Stock underlying the Restricted Stock Award (the “Performance Period”"Annual Vesting Portion") on the last day of the fiscal first quarter of each of the 2006, 2007 and 2008 fiscal years of the Company (each a "Vesting Date"). The Cumulative EPS ; 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 Performance Period remaining amount of the Annual Vesting Portion that vests shall be determined by using straight line interpolation. To the sum of extent that any shares comprising the adjusted core earnings per share for Annual Vesting Portion do not vest on 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 applicable Vesting Date as provided 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 such shares shall be forfeited, together with any associated purchase price by the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions Grantee for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Datesaid restricted shares. The Committee shall make this determination within sixty (60) In no event later than 90 days after the Measurement Date commencement of each fiscal year of the Company, the Committee shall establish a Company performance target (the “Determination Date”)"Target") for such fiscal year, which may consist of one or more performance measurements. This determination shall be based on Notwithstanding the actual level foregoing, with respect to each of the Performance Goal achieved2005, 2006 and 2007 fiscal years of the Company, the Committee shall not be subject to an exercise of have sole discretion to determine a level of achievement whether the applicable Target has been met as of the Performance Goal other than that actually achievedlast day of such Fiscal Year, provided that and any Annual Vesting Portion shall be deemed vested as of the Vesting Date only to the extent of attainment of the Target as certified by the Committee’s good faith determination shall . The Target and its constituent performance measurements may be final, binding equitably adjusted by the Committee in its sole discretion to reflect a Change in Control (as defined in the Plan) and conclusive on all personsother corporate events, including, but not limited towithout limitation, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Companyrecapitalizations, or any reorganizations, mergers, consolidations, combinations, exchanges, other circumstance or eventrelevant changes in capitalization, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and extraordinary non-forfeitable recurring events, acquisitions, divestitures and other corporate changes. Vesting shall occur only in accordance with this Section 2 shall be forfeitedwhole shares.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of All Options granted pursuant to this Agreement, the vesting of the Grantee’s rights Agreement shall vest and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ], 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 become exercisable in accordance with the following schedule:, in each case, subject to the Optionee’s commencement of and continued Employment (as 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 Commencement Date 12.5 % Eighteen month anniversary of the Commencement Date 12.5 % Twenty-four month anniversary of Commencement Date 12.5 % Thirty month anniversary of the Commencement Date 12.5 % Thirty-six month anniversary of 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 foregoing vesting schedule, the number of shares vested shall be rounded down to the nearest whole share, until the last vesting date on which date the balance of the 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 Company whatsoever. (c) The Bonus shall become vested and non-forfeitable in accordance with this Subject to Section 22(b), subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting upon any termination of the Bonus have been satisfied; provided Optionee’s Employment by the GranteeCompany without “Cause” (as defined in the Optionee’s Continuous Status employment agreement with the Company or its “Affiliates” (as an Employee or Consultant or Non-Employee Director has not terminated before defined below)), the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination Optionee shall be based on the actual level credited with an additional three (3) months 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, vesting provided that the CommitteeOptionee satisfies any terms and conditions applicable to such additional vesting stated in the Optionee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, employment agreement with the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. its Affiliate. (d) Any portion of the Bonus Option that does not become vested and non-forfeitable exercisable in accordance with this the provisions of Section 2 hereof shall be forfeitedautomatically 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. (a) Except The performance period for the PRSUs shall be the period beginning January 1, 2023 and ending on December 31, 2025 (or, if earlier and as may be otherwise provided in Section 3 or Section 6 this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the vesting number of the Grantee’s rights PRSUs that shall be deemed earned and interest in the Bonus vested, if any, shall be determined in accordance with this Section 2. The extent to which based on the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction level of achievement of the performance goal specified in this Section 2 metrics set forth on Exhibit A (such performance metrics, the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPSMetrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Company’s adjusted core earnings per share Target PRSUs. Any PRSUs (as defined belowand any related Dividend Equivalents) during that are determined not to be earned and vested at the three-year period beginning [ ], and ending on [ ] (end of the “Performance Period”). The Cumulative EPS for the Performance Measurement Period shall be determined by the sum forfeited and cancelled for no value without further action of the adjusted core earnings per share for Participant or the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). 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 “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAPEmployment Agreement”), before amortization provided, however that subclauses (iv) and (v) of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net such definition shall not apply for purposes of tax and deferred tax valuation allowance charges that result from this Agreement. ​ ​ As soon as reasonably practicable following 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 end of the Grantee’s rights and interest in the BonusMeasurement Period, 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 shall determine the corresponding Performance Goal and all other conditions for the vesting level of achievement of the Bonus have been satisfied; provided Performance Metrics and the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before percentage of the Measurement Date. The Committee shall make this determination within sixty Target PRSUs earned pursuant to such criteria (60) days after the Measurement Date (date of such determination, the “Determination Date”). This determination 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 based 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 the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the actual level effective date of the Performance Goal achievedChange in Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or on account of the Participant’s death or disability, 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 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 not be subject otherwise earn and vest in the Pro Rata Portion (pursuant to an exercise of discretion to determine a level of achievement Section 6(c)) of the Target PRSUs as of the Change in Control, in each case as if the Performance Goal other than that actually achievedMetrics had been achieved at the Target level set forth in Exhibit A, provided that the Committee’s good faith determination (y) such Target PRSUs shall be final, binding settled on the effective date of the Change in Control and conclusive (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on all persons, including, the Change in Control shall be forfeited and cancelled with no consideration. (c) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are assumed or exchanged for an equivalent substitute award by the Company or its successor and either (1) the Participant remains employed by the Company on the date that is six (6) months after the date of such Change in Control (the “6-Month Anniversary Date”) or (2) after the Change in Control but not limited tobefore the 6-Month Anniversary Date, the Participant’s Service with the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction is terminated by the CompanyCompany without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or any other circumstance or event, including any circumstance or event outside the control on account of the GranteeParticipant’s death or disability, adversely affects then (to the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does extent not become previously vested and non-forfeitable in accordance with this Section 2 4(a) or Section 6(b)), (i) the 6-Month Anniversary Date shall be forfeitedthe last day of the Measurement Period, (ii) the Target PRSUs shall be earned and vested as of the 6-Month Anniversary Date if the preceding clause (1) applies or as of the date of termination of the Participant’s Service if the preceding clause (2) applies, in each case as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (iii) such Target PRSUs shall be settled within thirty days of the 6-Month Anniversary Date if the preceding clause (1) applies or within thirty days of the date of termination of the Participant’s Service if the preceding clause (2) applies and (iv) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the 6-Month Anniversary Date shall be forfeited and cancelled with no consideration.

Vesting. (a) 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 Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ] (the “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 BonusRestricted 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 shall be determined 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 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 Bonus 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 Bonus 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 Determination Date, as defined herein. The Committee shall make this determination within sixty ninety (6090) 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 an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

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 Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2021 (the “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 adjusted to exclude the following: (1) amortization of intangiblesintangible assets, (2) stock-based compensation expense and related charges, and (3) goodwill impairment charges, and net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance 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 that result from associated with the write-off of goodwill and impairment chargespreviously 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 BonusRestricted 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 shall be determined 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 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 Bonus 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 Bonus 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 Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty 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 (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this AgreementFor any Award Period, the vesting following number of Performance Shares shall vest if and only if a Management Representative (defined below) or the Grantee’s rights and interest in the Bonus shall be determined Compensation Committee, as applicable, determines, in accordance with this Section 2. The extent to which Paragraph 4, that the Grantee’s interest in the Bonus 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 Target (as defined belowin Paragraph 4(e)(iii)) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance that Award Period shall be determined has been met by the sum of Trust: If there are any Performance Shares that have not vested after Management’s Representative or the adjusted core earnings per share for Compensation Committee, as applicable, has determined 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 Performance Shares that will vest with GAAPrespect to the final Award Period, then any and all then-remaining Performance Shares which have not vested shall terminate and be forfeited. (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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within Within sixty (60) days after the Measurement Date 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 of all or any portion of the Performance Shares, the Trust shall notify Grantee or the Grantee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Determination DateTax Notice”). This determination Grantee or Grantee’s legal representative, as applicable, shall be based on tender to the actual level Trust the amount specified in the Tax Notice within five (5) business days after the date of the Performance Goal achievedTax Notice, and or such longer period of time as the Trust may designate. The Trust shall not be subject required to an exercise of discretion to determine a level of achievement of remove the Performance Goal other than that actually achieved, provided that restrictions on such Shares until such time as the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and Grantee or the Grantee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Grantee shall not be entitled to any claim or recourse if any action or inaction Trust, at its sole discretion and on such terms and conditions determined by the CompanyTrust from time to time, may permit the Grantee or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee ’s legal representative to satisfy the Performance Goal 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 returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Grantee or Grantee’s legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in any way prevents its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the satisfaction of the Performance Goal. Any Trust all or a portion of the Bonus that does not become vested and non-forfeitable in accordance with Shares issued under this Section 2 Agreement; or (ii) withholding the required amounts from other amounts due the Grantee or Grantee’s legal representative, as applicable. The Trust is authorized to pay over to the appropriate authority, all federal, state, county, city or other taxes as shall be forfeitedrequired pursuant to any law or governmental regulation or ruling. (e) For purposes of this Agreement:

Vesting. (a) A. The Participant shall have a non-forfeitable right to a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. Except as may provided in Section 2.C. or 2.D. below, no portion of any Award shall become vested on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in Section 3 or Section 6 this Agreement and the Plan. B. The Award will become eligible to vest upon achievement of this Agreementeach of three annual performance goals (the “Annual Performance Goals”), as adopted by the vesting Committee in the first calendar quarter of each of the Grantee’s rights three years beginning on the first year in which the Award is granted and interest communicated. The calculation of the number of Granted PSUs that will vest is specified in the Bonus shall be determined Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on your Fidelity stock plan account. Granted PSUs that become eligible to vest upon the achievement of each of the Annual Performance Goals are referred to as the “Eligible PSUs.” In the event and to the extent that the any of the Annual Performance Goals are not satisfied (or deemed satisfied in accordance with this Section 22.C. below), such Granted PSUs connected to such unachieved Annual Performance Goals shall not become eligible to vest and shall be immediately forfeited upon the Committee’s determination that such Annual Performance Goals have not been satisfied (or deemed satisfied). The As specified in each of the Annual Performance Goals, in the event and to the extent that the Annual Performance Goals are exceeded, an additional number of Granted PSUs will become eligible to vest. In no event shall the number of Eligible PSUs exceed 200% of the number of Granted PSUs. All Eligible PSUs shall vest on (i) the later of the third anniversary of the Grant Date or the date of the Committee’s determination of the degree to which the Annual Performance Goals have been satisfied (which shall occur not later than March 1 immediately following the end of the year to which the Annual Performance Goals relate), (ii) in the event of a Corporate Change in Control, the date or dates described in Section 2.C. below, or (iii) in the event of a termination of the Participant’s employment with the Company and its Affiliates on account of death, Disability or Retirement, the date or dates described in Section 2.D. below (the “Vesting Date”). C. In the event of a Corporate Change in Control, subject to the Participant’s continued employment with the Company and its Affiliates through the date of such Corporate Change in Control: (i) the Committee shall determine the extent to which the Grantee’s interest Annual Performance Goals relating to the year prior to the year in which the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified Corporate Change in this Section 2 (the “Performance Goal”)Control occurs are achieved, 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 [ ]if not yet determined, and ending the Granted PSUs that are eligible to vest based on [ ] (the “achievement of such Annual Performance Period”). The Cumulative EPS for Goals shall become Eligible PSUs based on the Performance Period shall be level of achievement so determined by the sum as 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 immediately prior to such Corporate Change in accordance with GAAP.Control; (bii) The portion any outstanding Granted PSUs that are eligible to vest based on the achievement of Annual Performance Goals relating to a year in which the Grantee’s rights Corporate Change in Control occurs or a year after the Corporate Change in Control occurs shall become Eligible PSUs as of immediately prior to such Corporate Change in Control assuming that the Annual Performance Goals are achieved at target; (iii) to the extent the acquiring or surviving entity assumes, continues or substitutes for Eligible PSUs (determined after giving effect to clauses (i) and interest (ii) above) in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined in accordance connection with the following schedule: Corporate Change in Control, the Eligible PSUs (cincluding any Granted PSUs that had become Eligible PSUs by their terms prior to the Corporate Change in Control) The Bonus shall become vested and non-forfeitable in accordance with this Section 2remain outstanding and, subject to the Committee determining and certifying Participant’s continued employment with the acquiring or surviving entity, shall vest in writing that full upon the corresponding Performance Goal and all other conditions third anniversary of the Grant Date or, if earlier, upon an Involuntary Employment Action as described in Section 10.C. of the Plan or the Participant’s termination of employment on account of death or Disability; (iv) to the extent the acquiring or surviving entity does not assume, continue or substitute for the vesting Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) in connection with the Corporate Change in Control, the Eligible PSUs (including any Granted PSUs that had become Eligible PSUs by their terms prior to the Corporate Change in Control) shall vest in full as of immediately prior to the Corporate Change in Control; and (v) notwithstanding clause (iii) or (iv) above, with respect to a Participant who is or becomes eligible for Retirement at any time after the Grant Date and on or before the latest Vesting Date described in Section 2.B. above, to the extent required to avoid adverse tax results under Section 409A, the Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) shall vest in full as of immediately prior to the Corporate Change in Control. D. Except as otherwise provided in the Plan or Section 2.C. above, upon termination of the Bonus have Participant’s employment with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will immediately terminate, except as follows: (i) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or Disability, to the extent not vested previously, will become fully vested as follows: (1) with respect to any Eligible PSUs for which the achievement of Annual Performance Goals has been satisfieddetermined as of the date of such termination on account of death or Disability, upon the date of such termination; provided and (2) with respect to any Eligible PSUs for which the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director achievement of Annual Performance Goals has not terminated before been determined on the Measurement Date. The Committee shall make this date of such termination, upon the date of the determination within sixty (60) days after of the Measurement Date (the “Determination Date”). This determination shall be Eligible PSUs 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 applicable Annual Performance Goal other than that actually achieved, provided that Goals and the Committee’s good faith determination shall be finalthereof (including under Section 2.C. above, binding in which case the Eligible PSUs (determined after giving effect to Section 2.C. above) will vest as of immediately prior to the Corporate Change in Control), even if such determination occurs following the date of death or Disability of the Participant; and (ii) any portion of the Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested as follows: (1) with respect to any Eligible PSUs for which the achievement of Annual Performance Goals has been determined as of the date of such Retirement, upon the date of Retirement and, (2) with respect to any Eligible PSUs for which the achievement of Annual Performance Goals has not been determined on the date of such Retirement, upon the date of the determination of the Eligible PSUs based on the achievement of the applicable Annual Performance Goals and conclusive on all personsthe Committee determination thereof (including under Section 2.C. above, includingand with the Eligible PSUs determined after giving effect to Section 2.C. above), in each case, with respect to fifty percent (50%) of the number of Eligible PSUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PSUs of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not limited to, the Company and the Grantee. The Grantee shall not be entitled including pursuant to any claim termination For Cause or recourse if any action or inaction termination for insufficient performance, as determined by the Company. E. Notwithstanding anything herein to the contrary, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 Award held by a Participant or a Participant’s permitted transferee immediately prior to the cessation of the Participant’s employment For Cause shall be forfeitedterminate at the commencement of business on the date of such termination.

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 Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2021 (the “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 adjusted to exclude the following: (1) amortization of intangiblesintangible assets, (2) stock-based compensation expense and related charges, and (3) goodwill impairment charges, and net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance 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 that result from associated with the write-off of goodwill and impairment chargespreviously 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 BonusRestricted 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 shall be determined 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 Bonus 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 Bonus 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 Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty 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 (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. Subject to the remaining provisions of this Award: (a) Except Time-vesting SARs. The 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 may be 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 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 22 below. The extent to precise amount in which the Grantee’s interest in the Bonus 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 [ ], 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 you may vest will be determined in accordance with the following schedulerules, subject to certification by the Committee of the Company's Economic Value Added (EVA) growth over the [YEAR 1] through [YEAR 3] fiscal years, relative to the normalized EVA growth, over the same period, of the peer companies identified by the Committee: (ci) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to If the Committee determining and certifying in writing that Company's EVA growth is at the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual median level of the Performance Goal achievedCompany's peer group, and shall not be subject you will have the opportunity to an exercise vest in all of discretion to determine a the Performance-vesting Shares (at Target Level). (ii) If the Company's EVA growth is above the median level of achievement the Company's peer group, you will have the opportunity to vest in a multiple (set by the Committee) of your Performance-vesting SARs, up to your Maximum Performance-vesting SARs. (iii) If the Company's EVA growth is below the median level of the Performance Goal other than that actually achievedCompany's peer group but above the 40th percentile of the peer group, provided you will have the opportunity to vest in at least a fraction (set by the Committee) of your Performance-vesting SARs (so that the Committee’s good faith determination shall Total Number of SARs vested will be finalless than the Target Level). 1 For awards with an Award Date of December 3,[YEAR]. For awards with a later Award Date, binding and conclusive on all personsthroughout this Award “March 1, including[YEAR 4]” means the later of March 1, but not limited to, [YEAR 4] or the Company and third anniversary of the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by Award Date. (iv) If the Company, 's EVA growth is at or any other circumstance or event, including any circumstance or event outside below the control 40th percentile of the GranteeCompany's peer group, adversely affects you will not have the ability opportunity to vest in any portion of your Performance-vesting SARs (at Target Level or otherwise). Your “Maximum Performance-vesting SARs” is 200% of the Grantee to satisfy number of SARs indicated above in the Performance Goal or in any way prevents box labeled “Total Number of SARs (at Target Level)” minus the satisfaction number of the Performance Goal. Any portion of the Bonus that does not become vested and nonyour Time-forfeitable in accordance with this Section 2 shall be forfeitedvesting SARs.

Vesting. (a) Except 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 may be otherwise provided follows: (i) If the Administrator certifies that the performance metric set forth in Appendix A attached hereto (the “Vesting Metric”) has been achieved at at least the Threshold level of performance during fiscal year 2020, 33% of the Earned Performance Stock Units (as determined pursuant to Appendix A) shall vest on the later of (x) the date on which the Administrator certified such achievement and (y) March 1, 2021 (such date, 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 2020, the remaining 67% of the Earned Performance Stock Units shall vest on the first anniversary of the later of (x) the date on which the Administrator certified such achievement and (y) March 1, 2021 (such date, 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 or Section 6 3(a) above, in the event that the Company fails to achieve the Threshold level of this Agreementperformance under the Vesting Metric during fiscal year 2020, the vesting of the Grantee’s rights Performance Stock Units shall immediately cease and interest in all of the Bonus Performance Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction immediately forfeited as 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”) last day of the Company’s adjusted core earnings per share (as defined below) during the three-fiscal 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 GAAP2020. (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 Notwithstanding anything to the contrary in Section 3(a) above and subject to the conditions set forth below, if the Company consummates a Covered Transaction prior to the end of fiscal year 2020, the Performance Stock Units granted hereby that have not otherwise vested or been terminated, forfeited, relinquished or expired prior to the Covered Transaction shall automatically become a number of time-vested and non-forfeitable in accordance with this Section 2restricted 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 Grantee’s continued employment through that date. If the Committee determining and certifying in writing Administrator certifies that the corresponding Performance Goal and all other conditions for Vesting Metric has been achieved during fiscal year 2020, the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Nonapplicable Time-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and Based Vesting Dates shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achievedaffected by any Covered Transaction, 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 Earned Performance Stock Units shall not be entitled continue to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and nonvest based on their applicable Time-forfeitable in accordance with this Section 2 shall be forfeitedBased Vesting Dates.

Vesting. (aA) Except On the last day of the Measurement Period, the PRSU Shares stated on the Acceptance Page shall be adjusted pursuant to the Specific Performance Goals as may set forth on Exhibit A attached hereto, and after the adjustment, become the total number of the Vested Shares that will be otherwise provided used to settle the PRSUs under section 1(d); provided, however, that (x) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated before the Vesting Start Date for any reason, (y) if the Recipient retires, dies or becomes Disabled before the 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 Section 3 their entirety and no distribution or Section 6 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 AgreementAgreement and the Plan and unless otherwise forfeited pursuant to section 3, following the Measurement Period, the vesting of PRSUs shall vest (that is, the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ], and ending on [ ] (the “Performance PeriodRestricted Date”). The Cumulative EPS for the Performance Period Committee’s determination shall be final and binding on the Recipient. If the Recipient was determined by the sum of Committee as a Specified Employee at any time during such 12-month period ending on the adjusted core earnings per share Specified Employee Identification Date, he or she shall be considered a Specified Employee for the Company’s fiscal years ending [ ]12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., [ ] and [ ] and shall be measured 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 “Measurement Specified Employee Identification Date”). For the purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”section 1(d), before amortization a “Specified Employee” shall mean: • the Recipient owns 5% or more of intangibles, stockall 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-based compensation expense and related charges, and goodwill impairment charges, and net compensated officers 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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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 GranteeSubsidiaries 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. The Grantee Reg. § 1.409A-1(i) promulgated under Code (which is $175,000 for 2018). 4 A “Sale Event” shall not be entitled mean (i) the sale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to any claim one or recourse if any action more unrelated persons or inaction entities, (ii) a Change in Control, or (iii) the sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the outstanding Common Stock are converted into or exchanged for securities of the successor entity) where the stockholders of the Company, immediately prior to such sale or any other circumstance transfer, would not, immediately after such sale or eventtransfer, including any circumstance or event outside beneficially own shares representing in the control aggregate more than 50 percent of the Grantee, adversely affects the ability voting shares of the Grantee to satisfy acquirer or surviving entity (or its ultimate parent corporation, if any). For the Performance Goal or in any way prevents the satisfaction purpose of sub-section (iii) of this definition, only voting shares of the Performance Goal. Any portion acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Bonus that does not become vested and non-forfeitable Company in accordance with this Section 2 exchange for Common Stock shall be forfeitedcounted, 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 transaction shall be disregarded.

Vesting. (a) Except as may be otherwise provided in 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 Committee shall determine whether such Performance Goals have been satisfied. (b) If the vesting terms set forth in Appendix A would produce fractional Performance Share Units, the number of Performance Share Units that vest shall be rounded down to the nearest whole Performance Share Unit. (c) Notwithstanding anything to the contrary contained in a written employment agreement, severance agreement, change of control agreement or other agreement entered into by and between the Participant and the Employer, this Section 6 3(c) shall apply in the event of a Change of Control before the Vesting Date (a “Qualifying Change of Control”) and while the Participant continues to be employed by the Employer. (i) Effective as of immediately prior to a Qualifying Change of Control, but subject to the occurrence of such Change of Control, the number of Performance Share Units eligible to be vested shall be equal to the greater of the number of shares of Common Stock under the (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 Qualifying Change of Control, and the denominator of which is the number of days in the Vesting Period, and (b) the Share Payout as a Percentage of Target Award as determined by the Committee under the terms of Appendix A through the latest practicable date prior to such Change of Control. For purposes of this AgreementSection 3(c)(i), the vesting of the GranteeCompany’s rights and interest in the Bonus average Annual Organic Revenue growth rate shall be determined by reference to 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 2. The extent 3(c)(i) is referred to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (as the “Change of Control Adjusted Performance GoalShare Units”), 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. (bii) The portion Change 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 Control Adjusted Performance Share Units shall become vested on a Qualifying Change of Control and non-forfeitable in accordance with 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 2, subject 3(c)(ii) is not provided to the Committee determining and certifying Participant in writing that respect of such Performance Share Units. An award meeting the corresponding Performance Goal and all other conditions for the vesting requirements of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 3(c)(ii) is referred to below as a “Replacement Award”. An award shall be forfeited.qualify as a Replacement Award if:

Vesting. If conditions to vesting as specified in this Agreement are not satisfied as of the applicable vesting date(s), [unvested shares/deferred cash][the right to exercise a stock option] will be canceled. The vesting schedule of the Award is stated in the [Deferred Stock/Restricted Stock/Deferred Cash] Award Summary to which this Appendix is attached. If the vesting schedule provides for vesting in installments, the [shares subject to the Award][right to exercise a stock option] will vest in the amounts (asubject to rounding) Except and pursuant to the schedule so provided. If all applicable conditions to vesting are satisfied, [the initial deferral amount, as may adjusted to reflect interest accrued/notional gain (or loss) to the vesting date][shares subject to the Award] that vest thereby will no longer be otherwise subject to cancelation (except as provided in Section 3 [6(f)], but Participant will not become entitled to receive such vested [shares][amounts] until their originally scheduled vesting date(s), unless Participant becomes entitled to an accelerated distribution upon the occurrence of events described in Section [6(b)(ii), (e) or Section 6 (m)] of this Agreement]; [shares subject to a stock option ("Option shares") shall vest and become exercisable in the installment amounts (subject to rounding, in Citigroup's discretion) on the vesting dates set forth in the Stock Option Grant Summary, or, if applicable, at such earlier times as provided for upon the occurrence of the Grantee’s rights and interest events described in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non[6] [SPECIFY APPLICABLE SUB-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 [ ], and ending on [ SECTIONS] (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 ]. Vesting 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 [distribution/payment/exercise] in accordance with GAAP. (b) The portion each case are subject to receipt of the Grantee’s rights information necessary to make required tax payments and interest in the Bonus, if any, confirmation by Citigroup 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 applicable conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject Once Participant becomes entitled to an receive [vested shares/deferred cash][shares acquired upon exercise of discretion a stock option], [they will be distributed][the payment will be made] as soon as administratively practicable. All [distributions of shares][payments] pursuant to determine a level the Award will be net 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited[shares][funds] withheld for taxes.]

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this AgreementFor any Award Period, the vesting following number of Performance Shares shall vest if and only if a Management Representative (defined below) or the Grantee’s rights and interest in the Bonus shall be determined Compensation Committee, as applicable, determines, in accordance with this Section 2. The extent to which Paragraph 4, that the Grantee’s interest in the Bonus 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 Target (as defined belowin Paragraph 4(e)(iii)) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance that Award Period shall be determined has been met by the sum of Trust: If there are any Performance Shares that have not vested after Management’s Representative or the adjusted core earnings per share for Compensation Committee, as applicable, has determined 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 Performance Shares that will vest with GAAPrespect to the final Award Period, then any and all then-remaining Performance Shares which have not vested shall terminate and be forfeited. (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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within Within sixty (60) days after the Measurement Date 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 of all or any portion of the Performance Shares, the Trust shall notify Key Employee or the Key Employee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Determination DateTax Notice”). This determination Key Employee or Key Employee’s legal representative, as applicable, shall be based on tender to the actual level Trust the amount specified in the Tax Notice within five (5) business days after the date of the Performance Goal achievedTax Notice, and or such longer period of time as the Trust may designate. The Trust shall not be subject required to an exercise of discretion to determine a level of achievement of remove the Performance Goal other than that actually achievedrestrictions on such Shares until such time as the Key Employee or the Key Employee’s legal representative, provided that the Committee’s good faith determination as applicable, shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Granteehave paid such tax withholding amount in full. The Grantee shall not be entitled to any claim or recourse if any action or inaction Trust, at its sole discretion and on such terms and conditions determined by the CompanyTrust from time to time, may permit the Key Employee or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee Key Employee’s legal representative to satisfy the Performance Goal minimum tax withholding obligations through the sale of all or a portion of such Shares resulting from this Agreement or by a return to the Trust of a number of Shares having a fair market value equal to the withholding amount due. In the event Key Employee or Key Employee’s legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in any way prevents its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the satisfaction of the Performance Goal. Any Trust all or a portion of the Bonus that does not become vested and non-forfeitable in accordance with Shares issued under this Section 2 Agreement thereby withholding benefits under this Agreement; or (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee’s legal representative, as applicable. The Trust is authorized to pay over to the appropriate authority, all federal, state, county, city or other taxes as shall be forfeitedrequired pursuant to any law or governmental regulation or ruling. (e) For purposes of this Agreement:

Vesting. (a) Except The Restricted Stock Units shall vest, if at all, as may be otherwise provided in Section 3 or Section 6 the Vesting Schedule set forth in your Grant Notice and the Plan, provided that vesting shall cease upon the termination of this Agreementyour 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 vesting of last preceding business day. Notwithstanding the Grantee’s rights and interest foregoing, in the Bonus shall be 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 this Section 2. The extent such policy, then such shares shall not vest on such Original Vest Date and shall instead vest on the earliest to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction occur of the performance goal specified in this Section 2 following: (i) the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) first day of the Company’s adjusted core earnings per share next “window period” applicable to you pursuant to such policy; (ii) your Involuntary Termination Without Cause (as defined in Section 2(b) below) during after the three-year period beginning [ ], Original Vest Date; or (iii) the day that is sixty (60) days after the Original Vest Date. Shares acquired by you that have vested in accordance with the Vesting Schedule set forth in the Grant Notice and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum this Section 2(a) or any other provision of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] Plan are “Vested Shares.” Shares acquired by you pursuant to this Agreement that are not Vested Shares are “Unvested Shares.” (the “Measurement Date”). b) For purposes of this Agreement, “adjusted core earnings per shareInvoluntary Termination Without Cause” means shall mean the Company’s net income determined under U.S. generally accepted accounting principles termination of your Continuous Service unless such termination was on account of the occurrence of any of the following: (“GAAP”)i) your commission of any felony or any crime involving fraud, before amortization dishonesty or moral turpitude; (ii) your attempted commission of, or participation in, a fraud or act of intangiblesdishonesty against the Company or an Affiliate; (iii) your intentional, stock-based compensation expense material violation of any material contract or agreement between you and related charges, and goodwill impairment charges, and net the Company or an Affiliate or any statutory duty owed to the Company or an Affiliate; (iv) your unauthorized use or disclosure of tax and deferred tax valuation allowance charges confidential information or trade secrets of the Company or an Affiliate; or (v) your gross misconduct. The determination that result from the write-off of goodwill and impairment charges, divided your Continuous Service was terminated due to an Involuntary Termination Without Cause shall be made by the weighted average number Company in its sole discretion. Any such determination by the Company for the purposes of outstanding shares determined in accordance with GAAP. (b) The portion this Agreement shall have no effect upon any determination 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 or obligations of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee you or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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, or for any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedpurpose.

Vesting. (a) Except 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 a form reasonably satisfactory to the 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 of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld. Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be otherwise provided requested by the Optionee (but not exceeding the number of Shares underlying the Options in Section 3 these Options in the aggregate). No service charge will be made for such registration or Section 6 transfer, exchange or reissuance. Proportionate adjustments shall automatically be made to both the Exercise Price and number of this Agreementthese Options, and the vesting 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 Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction Company effected without receipt 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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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 consideration by the Company, or upon any other circumstance or event, including any circumstance or event outside the control reasonably determined by a majority of the Grantee, adversely affects the ability Board of Directors of the Grantee Company to satisfy justify such adjustments. Shares issued to you upon exercise of these Options shall be registered under the Performance Goal or Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan. By your signature and the signature of the Company’s representative below, 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 as follows: Address: Social Security Number: I represent that I will not dispose of such shares in any way prevents the satisfaction manner that would involve a violation of the Performance Goalapplicable securities laws. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.Dated: By: Name:

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 of this AgreementFor any Award Period, the vesting following number of Performance Shares shall vest if and only if a Management Representative (defined below) or the Grantee’s rights and interest in the Bonus shall be determined Compensation Committee, as applicable, determines, in accordance with this Section 2. The extent to which Paragraph 4, that the Grantee’s interest in the Bonus 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 Target (as defined belowin Paragraph 4(e)(iii)) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance that Award Period shall be determined has been met by the sum of Trust: If there are any Performance Shares that have not vested after Management's Representative or the adjusted core earnings per share for Compensation Committee, as applicable, has determined 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 Performance Shares that will vest with GAAPrespect to the final Award Period, then any and all then-remaining Performance Shares which have not vested shall terminate and be forfeited. (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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within Within sixty (60) days after the Measurement Date 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 of all or any portion of the Performance Shares, the Trust shall notify Key Employee or the Key Employee's legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Determination DateTax Notice”). This determination Key Employee or Key Employee's legal representative, as applicable, shall be based on tender to the actual level Trust the amount specified in the Tax Notice within five (5) business days after the date of the Performance Goal achievedTax Notice, and or such longer period of time as the Trust may designate. The Trust shall not be subject required to an exercise of discretion to determine a level of achievement of remove the Performance Goal other than that actually achievedrestrictions on such Shares until such time as the Key Employee or the Key Employee's legal representative, provided that the Committee’s good faith determination as applicable, shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Granteehave paid such tax withholding amount in full. The Grantee shall not be entitled to any claim or recourse if any action or inaction Trust, at its sole discretion and on such terms and conditions determined by the CompanyTrust from time to time, may permit the Key Employee or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee Key Employee's legal representative to satisfy the Performance Goal 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 returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Key Employee or Key Employee's legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in any way prevents its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the satisfaction of the Performance Goal. Any Trust all or a portion of the Bonus that does not become vested and non-forfeitable in accordance with Shares issued under this Section 2 Agreement; or (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee's legal representative, as applicable. The Trust is authorized to pay over to the appropriate authority, all federal, state, county, city or other taxes as shall be forfeitedrequired pursuant to any law or governmental regulation or ruling. (e) For purposes of this Agreement:

Vesting. (ai) Except All of the Restricted Stock Units shall initially be unvested. All Restricted Stock Units shall vest based on the Company’s achievement of the Performance Goals. The Compensation Committee shall determine achievement of such Performance Goals in 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 may be otherwise provided in Section 3 or Section 6 subsection 3(a)(ii) and (iii) below), such Grantee shall forfeit any unvested Restricted Stock Units upon such termination of this Agreementemployment. (ii) If, following the vesting twelve (12) month anniversary of the Issuance Date, Grantee’s Business Relationship with Lands’ End terminates due to the Grantee’s rights permanent and interest total disability (as defined in the Bonus 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 determined in accordance remain eligible to vest on a prorated basis through the date of termination based on actual performance of the Company at the end of the Performance Period. (iii) If, following the twelve (12) month anniversary of the Issuance Date, Grantee’s Business Relationship with this Section 2. The extent Lands’ End terminates due to which the Grantee’s interest 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 Bonus becomes vested and non-forfeitable 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 upon on a fraction, the satisfaction numerator of which is the performance goal specified 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 this Section 2 the Performance Period (the “Performance GoalPro Rata Fraction”) and the number of Restricted Stock Units which vest per subsections 3(a)(ii) and (iii), 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 multiplying (i) the sum .Pro Rata Fraction by (ii) the number of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured Restricted Stock Units that would have vested based on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income actual performance as 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 Compensation Committee 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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level end 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedPeriod.

Vesting. (a) Except as may be otherwise provided in Section 3 3, Section 6 or Section 6 7 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 extent to which the Grantee’s interest in the Bonus 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 threeone-year period beginning [ ]September 1, 2020 and ending on [ ] August 31, 2021 (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 [ ] August 31, 2021 (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”), before adjusted to exclude the following: (1) amortization of intangibles, intangible assets; (2) stock-based compensation expense and related charges, and ; (3) goodwill impairment charges, and net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance 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 that result from the write-off of goodwill and impairment chargesassociated 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 BonusRestricted 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 shall be determined 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 Bonus 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 Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not terminated before the Measurement 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 (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty may be made by (60i) days after such Grantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the Measurement Date Chief Operating Officer of the Company or (iii) the President of the Company (each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Company or the Grantee to 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 forfeited.

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 Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2020 (the “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 and impairment charges, [ ] 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 BonusRestricted 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 shall be determined 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 Bonus 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 Bonus 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 Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty 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 (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) Except as may be otherwise provided in Section 3 or Section 6 or Section 7 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 extent to which the Grantee’s interest in the Bonus 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, 2023 and ending on [ ] August 31, 2026 (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 [ ] August 31, 2026 (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”), before adjusted to exclude the following: (1) amortization of intangibles, intangible assets; (2) stock-based compensation expense and related charges, and ; (3) goodwill impairment charges, and net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance 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 that result from associated with the write-off of goodwill and impairment chargespreviously 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 BonusRestricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) shall be determined at the Measurement Date shall be determined in accordance with the following schedule:, 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, 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 Bonus 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 Bonus Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director Service has not terminated before the Measurement 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 Committee shall make this determination, provided that, for any Grantee who is not an "officer" of the Company for purposes of Section 16 of the Exchange Act, the determination within sixty may be made by (60i) days after such ▇▇▇▇▇▇▇'s divisional Executive Vice President or the Measurement Date Chief Executive Officer of the Company, (ii) the “Determination Date”Chief Operating Officer of the Company or (iii) the President of the Company (each, an "Authorized Officer"). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or such Authorized Officer's good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Company or the Grantee to 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 forfeited.

Vesting. (a) Except 100% on [the date of the initial Amendment to the Executive Letter of Appointment referenced herein] Following receipt by the Company of evidence and/or an indemnity from the Optionee to the Company in a form reasonably satisfactory to the 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 of such cancellation, in lieu of these Options or stock certificates, without any charge therefor, it being understood that the making and/or delivery of such replacement Options or stock certificates by the Company will not be unreasonably withheld. Any such replacement Options or stock certificates shall be subject to the same terms, conditions, and restrictions as these Options and any Shares underlying these Options. Subject to the restrictions and requirements of applicable law, these Options are exchangeable at any time for an equal aggregate number of options of different denominations, as reasonably requested by the Optionee surrendering the same, or in such denominations as may be otherwise provided requested by the Optionee (but not exceeding the number of Shares underlying the Options in Section 3 these Options in the aggregate). No service charge will be made for such registration or Section 6 transfer, exchange or reissuance. Proportionate adjustments shall automatically be made to both the Exercise Price and number of this Agreementthese Options, and the vesting 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 Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction Company effected without receipt 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 of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based on the actual level of the 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 consideration by the Company, or upon any other circumstance or event, including any circumstance or event outside the control reasonably determined by a majority of the Grantee, adversely affects the ability Board of Directors of the Grantee Company to satisfy justify such adjustments. Shares issued to you upon exercise of these Options shall be registered under the Performance Goal or Securities Act of 1933, as amended, and shall be freely transferrable. To the extent that the terms of the Stock Option Plan differ from the terms of this Notice of Stock Option Grant (the “Notice”), the terms of this Notice supersede the terms of the Stock Option Plan. By your signature and the signature of the Company’s representative below, you and the Company agree to the terms of these Options. LIGHTLAKE THERAPEUTICS INC. Optionee R▇▇▇▇ C▇▇▇▇▇▇, Chief Executive Officer Ladies and Gentlemen: This letter constitutes an unconditional and irrevocable notice that I hereby exercise the stock option(s) granted to me by Lightlake Therapeutics Inc., a Nevada corporation (the “Company”) on _______________ at a fair market value of US$ ______ per share. Pursuant to the terms of such option(s), I wish to purchase _______________ shares of the 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 as follows: Address: Social Security Number: I represent that I will not dispose of such shares in any way prevents the satisfaction manner that would involve a violation of the Performance Goalapplicable securities laws. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.Dated: By: Name:

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 Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 [ ] (the “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 BonusRestricted 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 shall be determined 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 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 Bonus 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 Bonus 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 DateDetermination Date as defined herein. The Committee shall make this determination within sixty ninety (6090) 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 an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided, no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.

Vesting. (a) The Grantee must continue as an active employee of an Employing Company during the Performance Period and through the date on which the Committee certifies whether the Performance Goal relating to the Performance Period has been achieved, subject to the Employing Company’s right to terminate the Grantee’s employment at any time, performing such duties consistent with his capabilities. A prorated value of the Performance Award will vest based upon the number of complete months worked by the Grantee during the Performance Period, in the event of a Grantee’s termination of employment during the Performance Period by reason of Retirement, death, Disability or Termination with Consent, to be calculated and delivered following the end of the relevant Performance Period in accordance with paragraph 2 hereof, provided that the relevant Performance Goal for the Performance Period is achieved and subject to the Committee’s negative discretion. The remaining value of the Performance Award is forfeited immediately upon the Grantee’s termination of employment without consideration or further action being required of the Corporation or the Employing Company. Except as may be otherwise provided in Section 3 or Section 6 5 of this Agreement, notwithstanding any other terms or conditions of the vesting Plan, the Administrative Regulations or this Agreement to the contrary, in the event of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which termination of employment, the Grantee’s interest rights under this Agreement will terminate effective as of the date that the Grantee is no longer actively employed by an Employing Company 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 local law); furthermore, in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction event 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 termination of the Grantee’s rights and interest employment (whether or not in breach of local labor laws), the BonusGrantee’s right to receive Shares pursuant to the Performance Award after such termination, if any, that becomes vested and non-forfeitable at will be measured by 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 date of the Bonus have been satisfied; provided termination of the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has active employment and will not terminated before be extended by any notice period mandated under local law; the Measurement Date. The Committee shall make this determination within sixty (60) days after have the Measurement Date (exclusive discretion to determine when the “Determination Date”). This determination shall be based on the actual level Grantee is no longer actively employed for purposes 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedAward.

Vesting. (a) Except Subject to the Participant’s continuous employment by the Company and its Affiliates, the Restricted Stock granted to the Participant shall vest and become nonforfeitable as may to the percentage of the Restricted Stock indicated on the dates specified below (each a “Restricted Stock Vesting Date”), [provided that the performance conditions on attached Schedule A have been satisfied prior to the 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 shares of Restricted Stock granted pursuant to this Agreement shall terminate and be otherwise provided 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 Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights any fractional share of Common Stock, such fractional share of Common Stock shall not be deemed vested hereunder but shall vest and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction become nonforfeitable when such fractional share 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”) Common Stock aggregates a whole share 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 GAAPCommon Stock. (b) The portion 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 GranteeParticipant’s rights and interest in death or Disability, then the BonusRestricted Stock, if any, that becomes to the extent not then vested and non-forfeitable at the Measurement Date not previously forfeited, shall be determined in accordance with the following schedule:immediately become fully vested. (c) The Bonus shall become vested and non-forfeitable in accordance with Notwithstanding any other provision of this Section 2, subject Agreement to the Committee determining 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 certifying this Agreement, but the Committee, in writing 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 the Change in Control. (d) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the corresponding Performance Goal and all other conditions for terms of Section 2 is not a Business Day, the vesting of shall automatically be delayed until the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Datefirst Business Day following that calendar date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be based Business Day” means a date on the actual level of the Performance Goal achievedwhich commercial banks in New York, 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedNew York are open for general business.

Vesting. This cash incentive Award will vest and become payable upon final determination of the amount, if any, to be paid by the Committee, provided, however, that if such determination is made by the Committee prior to the Corporation’s filing with the Securities and Exchange Commission (“SEC”) of its Annual Report on Form 10-K that relates to the financial results for the Performance Period, then the cash incentive amount to be paid hereunder will not vest and become payable until after such filing is complete. Notwithstanding the foregoing, this cash incentive Award shall immediately vest (at the maximum Bonus Percentage of 50% of Recipient’s Bonus Opportunity) and become payable upon the occurrence of the following: (a) Except as may be otherwise 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 Section 3 or Section 6 the event any of this Agreement, the foregoing triggering events occurs after the end of the Performance Period but prior to the vesting of the Grantee’s rights and interest in Award, then the Bonus amount of the cash incentive payment to Recipient shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in amount that would be due hereunder based on the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction performance 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 Corporation calculated in accordance with the following schedule: (c) The applicable Bonus shall become vested and non-forfeitable Percentage set forth in accordance with this Section 2Schedule A hereto, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Bonus have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after the Measurement Date (the “Determination Date”). This determination shall be determined based on the actual level Corporation’s Adjusted EBITDA, multiplied by Recipient’s Bonus Opportunity, and such award shall not vest and become payable until final determination of the Performance Goal achievedamount to be paid by the Corporation and the Committee (or, and shall not be subject if such determination is made prior to an exercise the Corporation’s filing with the SEC of discretion its Annual Report on Form 10-K that relates to determine a level of achievement of the financial results for the Performance Goal other than that actually achievedPeriod, 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, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeitedthen after such filing is complete).

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 Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus 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 determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] August 31, 2022 (the “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 adjusted to exclude the following: (1) amortization of intangiblesintangible assets, (2) stock-based compensation expense and related charges, and (3) goodwill impairment charges, and net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and deferred tax valuation allowance 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 that result from associated with the write-off of goodwill and impairment chargespreviously 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 BonusRestricted 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 shall be determined 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 Bonus 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 Bonus 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 Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination within sixty 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 (60) days after the Measurement Date (the each, an “Determination DateAuthorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Performance Goal other than that actually achieved, provided that the The Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned in connection with this award, notwithstanding the level of achievement of the Performance Goal or any contrary provision of the Plan; provided no such reduction may be made after a Change in Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Grantee, adversely affects the ability of the Grantee to satisfy the Performance Goal or in any way prevents the satisfaction of the Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in accordance with this Section 2 shall be forfeited.