Common use of Vesting Clause in Contracts

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: a. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding.

Vesting. Except The term “vest” as specifically provided in this Agreement and subject used herein with respect to certain any share of Restricted Stock means the lapsing of the restrictions and conditions set forth in the Plandescribed herein with respect to such share. Unless earlier terminated, forfeited, relinquished or expired, the Awarded Shares Restricted Stock shall vest as follows: a. Fifty (a) Twelve and a half percent (5012.5%) of the Awarded Shares Restricted Stock shall vest beginning on the first last day of the fiscal quarter of the Company (each, a “Fiscal Quarter”) in which the grant is made and on each subsequent Fiscal Quarter-end of the Company, provided that, through each such vesting date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services toi) the Company Grantee has remained in continuous Employment either (x) as interim Chief Executive Officer pursuant to the offer letter agreement between the Grantee, Michaels Stores, Inc. and the Company, made and entered into as of February 28, 2019 (the “Offer Letter”), or (y) through his service as a Subsidiary on that datemember of the Company’s board of directors (the “Board”) (each of clauses (x) and (y), “Qualifying Service”) and (ii) has not breached the covenants set forth in Section 11 herein. b. Fifty (b) In the event (i) the Grantee’s Employment as interim Chief Executive Officer pursuant to the Offer Letter is terminated by the Company without Cause prior to the appointment of a new Chief Executive Officer of the Company, (ii) the Grantee’s service on the Board is terminated without Cause, or (iii) the Grantee is not re-elected to the Board and circumstances constituting Cause do not exist (each of clauses (i), (ii), and (iii), a “Qualifying Termination”): (x) if such Qualifying Termination occurs before [current quarter end date], a pro-rata portion of the initial twelve and a half percent (5012.5%) of the Awarded Shares shall Restricted Stock eligible to vest (based on the first number of days the Grantee has provided Qualifying Service in the current Fiscal Quarter), will vest in full on the date of the Grantee’s Qualifying Termination and the remainder of the Restricted Stock award granted to the Grantee hereunder will be forfeited on the date of the Grantee’s Qualifying Termination; and (y) if such Qualifying Termination occurs on or after [current quarter end date], any unvested shares of Restricted Stock that are outstanding as of immediately prior to the (c) In the event the Grantee’s Qualifying Service terminates for any reason other than a Qualifying Termination (a “Non-Qualifying Termination”): (x) if anysuch Non-Qualifying Termination occurs before [current quarter end date], a pro-rata portion of the initial twelve and a half percent (12.5%) of the Restricted Stock (based on the number of days the Grantee has provided Qualifying Service in the current Fiscal Quarter), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of the Restricted Stock will be forfeited on the date of Grantee’s Non-Qualifying Termination; and (y) if such Qualifying Termination occurs on or after [current quarter end date], any unvested shares of Restricted Stock that are outstanding as of immediately prior to the Total Enterprise Value equals or exceeds Non-Qualifying Termination, will vest according to the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that dateoriginal vesting schedule set forth in Section 3(a). Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event the Grantee breaches any of the restrictive covenants set forth in Section 11 below, the Grantee will immediately forfeit the unvested portion of the Restricted Stock award that the Grantee then holds. (d) In the event (i) the Restricted Stock (or any portion thereof) is outstanding as of immediately prior to a Change of Control and the Administrator provides for the assumption or continuation of, or the substitution of a substantially equivalent award for, the Restricted Stock (or any portion thereof) in Control occurs, accordance with Section 7(a)(i) of the Plan (the “Rollover Award”) and (ii) this Agreement the Grantee’s Employment is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service terminated by the Company (or its successor) without CauseCause within the twelve (12) months following the Change of Control, the unvested Awarded Shares shall remain Rollover Award to the extent still outstanding for a period will vest in full on the date of one (1) year following such Termination the Grantee’s termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingEmployment.

Vesting. Except as specifically provided Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 13.1(b) of the Plan and subject to certain restrictions and conditions set forth the last paragraph of this Section 5, the Restricted Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date): (a) On the Initial Vesting Date, 33% of the Restricted Share Units shall become vested; (b) On the Corresponding Day in the Plantwelfth (12th) month following the Initial Vesting Date, the Awarded Shares shall vest as follows: a. Fifty percent (50%) an additional 33% of the Awarded Shares Restricted Share Units shall vest become vested; and (c) On the Corresponding Day in the twenty-fourth (24th) month following the Initial Vesting Date, 100% of the Restricted Share Units shall become vested. [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 first datespecific grant ID under the tab labeled “Portfolio – Stock Options and Awards”).] On each Vesting Date, if anyand upon the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares Restricted Share Units related thereto shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that datehave become vested in accordance with this Agreement. Notwithstanding the foregoing, all Awarded Shares the Grantee will not previously vested shall immediately become vested vest, pursuant to this Section 5, in full upon Restricted Share Units as to which the Grantee would otherwise vest as of a given date if his or her Termination of Service as or a result breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Participant’s death Grant Date and prior to such Vesting Date (the vesting or Total and Permanent Disabilityforfeiture of such Restricted Share Units to be governed instead by Section 6). In addition, in the event that the Grantee is suspended (iwith or without compensation) a Change or is otherwise not in Control occurs, and (ii) this Agreement is not assumed good standing with the Company or any Subsidiary as determined by the surviving corporation Company’s General Counsel due to an alleged violation of the Company’s Code of Business Conduct, applicable law or its parentother misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the General Counsel or his/her designee) has determined (x) the surviving corporation suspension is lifted or its parent does not substitute its own restricted shares(y) the Company determines lack of good standing has been cured (each, then immediately the “Recovery Date”). If the Suspension Event has occurred and prior to the effective date of such Change in ControlRecovery Date, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contraryGrantee dies, in the event of the Participant’s Termination of Service by the Company 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 Awarded Shares shall remain outstanding for a period Restricted Share Units will be terminated without any further vesting after the date of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; providedthe Suspension Event, that any Awarded Shares that do not become vested within unless otherwise agreed by the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingCompany.

Vesting. Except as specifically provided in this Agreement and The Phantom Shares shall be subject to certain restrictions the terms and conditions set forth in the Planthis paragraph 2. (a) Except as otherwise provided herein, the Awarded Shares shall vest as follows: a. Fifty percent (50%) 100% of the Awarded Phantom Shares shall vest on December 31, 202_, (the first date, if any, “Vesting Date”) provided that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares Grantee has not previously vested shall immediately become vested in full upon had a Termination of Service as a result prior to such date. (b) The following terms shall apply in the event of the Participant’s death or Total and Permanent Disability. In additionTermination of Service: (i) Subject to paragraph 2(b)(iv), in the event that (i) a Change in Control occursthat, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in ControlVesting Date, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Grantee experiences a Termination of Service by the Company without CauseCause (as defined in the Employment Agreement) or a Termination of Service by the Grantee for Good Reason (as defined in the Employment Agreement), then, subject to Section 5(k) of the Employment Agreement relating to execution of a release, to the extent that the Phantom Shares otherwise would have vested during the 12 month period following the Grantee’s Termination of Service, such Phantom Shares shall vest as of the date of the Grantee’s Termination of Service. Notwithstanding the foregoing, in the event that in connection with the Grantee’s Termination of Service with the Company, the unvested Awarded Shares shall remain outstanding for Company is managed by an external manager pursuant to a period management and advisory contract and such external manager has provided the Grantee with an offer of one employment (1A) year following on economic terms that are at least substantially equivalent in form and economic substance (and not in the aggregate) to those provided to the Grantee immediately prior to such Termination of Service and (B) on terms that would not be deemed to trigger Good Reason (an offer of employment that meets the requirements of (A) and (B), a “Qualifying Offer”), then, regardless of whether the Grantee accepts such offer of employment, this paragraph 2(b)(i) shall remain eligible for have no effect and the Grantee shall not be entitled to receive the vesting described in accordance with this paragraph 2(b)(i) or paragraph 2(b)(iv). (ii) In the event the Grantee experiences a Termination of Service on account of death or Disability (as defined in the Employment Agreement) prior to the Vesting Date, then the Phantom Shares shall become fully vested as of the date of the Grantee’s Termination of Service; provided that in the event of the Grantee’s Disability, such vesting shall be subject to Section 3; provided, that any Awarded Shares that 5(k) of the Employment Agreement relating to execution of a release. (iii) In the event 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 within the one (1) year period immediately following exist, and such Termination of Service is an Eligible Retirement (as defined below) then, subject to Section 5(k) of the Employment Agreement relating to execution of a release, the Phantom Shares shall be immediately forfeited become fully vested as of the date of the Grantee’s Termination of Service. For purposes of this Agreement, an “Eligible Retirement” means the Grantee’s Termination of Service without Good Reason and shall cease other than on account of death or Disability either (A) on or after age 65 or (B) on account of an Eligible Early Retirement. For purposes of this Agreement, “Eligible Early Retirement” means the Grantee’s Termination of Service prior to be outstanding.age 65 pursuant to a succession plan approved by the Board, which may include (but, for clarity would not necessarily require) the Grantee and the Company entering into a consulting or advisory agreement and the Grantee’s reasonable cooperation in providing transition services for a period of time following termination of employment; provided that, the Executive provides the Company with at least nine months prior written notice (or such shorter notice period as determined by the Board in its discretion) of the Grantee’s termination of employment (and continues in active employment during such notice period) and the Board approves such Termination of Service as an Eligible Early Retirement.1

Vesting. Except as specifically provided in this Agreement and subject (a) Subject to certain restrictions and conditions the accelerated vesting provisions set forth in the PlanSection 3(b) or Section 3(c) below, the Awarded Shares Units shall vest as follows: a. Fifty percent (50%) vest, on a cumulative basis, with respect to 20% of the Awarded Shares shall vest Units on ___________, ____ (the “First Vesting Date”) and as to an additional 20% on each succeeding anniversary of the First Vesting Date (the First Vesting Date and each succeeding anniversary thereof may each be referred to herein as “Vesting Date”), so as to be 100% vested on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Thresholdfifth anniversary thereof, provided that Holder has not incurred a Termination of Service prior to the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that daterespective Vesting Date. b. Fifty percent (50%b) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result if the Holder is an employee of the Participant’s death Company or Total and Permanent Disabilityany Subsidiary on the Grant Date: 1. In addition, The Units shall vest as to 100% of the then unvested Units in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by Holder’s Account upon the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the ParticipantHolder’s Termination of Service by the Company without Cause, ; 2. The Units shall vest as to 100% of the then unvested Awarded Shares shall remain outstanding for Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If the Holder incurs a period of one (1) year following such Termination of Service and for any reason other than by the Company without Cause or due to death, all Units which have not vested at the time of such termination shall remain eligible for vesting in accordance with this Section 3be automatically forfeited; provided, however, that notwithstanding the first clause of this Section 3(b)(3), if a Termination of Service occurs in connection with the Holder’s Retirement, the Committee may, in its sole and absolute discretion, take action to provide for 100% vesting of then unvested Units. (c) Notwithstanding the foregoing, if the Holder is a non-employee director of the Company on the Grant Date: 1. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service for any Awarded Shares reason other than the Holder voluntarily electing to resign from the Board of Directors, voluntarily electing not to stand for re-election to the Board of Directors or being involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the stockholders of the Company); 2. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If the Holder voluntarily resigns from the Board of Directors, voluntarily elects not to stand for re-election to the Board of Directors or is involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the stockholders of the Company), all Units which have not vested as of the date that do not become vested within the one (1) year period immediately following such Holder incurs a Termination of Service shall be immediately automatically forfeited upon the Termination of Service; provided, however, that notwithstanding the first clause of this Section 3(c)(3), the Committee may, in its sole and shall cease absolute discretion, take action to be outstandingprovide for 100% vesting of then unvested Units upon the Holder’s Retirement.

Vesting. Except as specifically provided (a) Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement and subject to certain restrictions and conditions set forth in or Section 10.1(b) of the Plan, Restricted Stock Units will vest, in whole or in part, only in accordance with this Section 5. (b) After December 31, 20[●] but prior to ▇▇▇▇▇ ▇▇, ▇▇[●], (▇) the Awarded Shares shall Committee will certify the number and type of Restricted Stock Units that will vest (the date as follows: a. Fifty percent of which such certification is made, the “Committee Certification Date”) based on the Committee’s assessment in its sole discretion (50%after input from the Company’s Chief Executive Officer) of the Awarded Shares shall vest on Grantee’s satisfaction of such discretionary performance objectives for calendar year 20[●] as may be deemed relevant by the first dateCommittee, if any, that including the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) Committee’s exercise of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occursany negative discretion, and (ii) the Committee will specify the Vesting Date of such Restricted Stock Units, which Vesting Date will be not later than March 15, 20[●]. (c) Upon the satisfaction of any other applicable restrictions, terms and conditions of the Plan and this Agreement is not assumed by the surviving corporation or its parentAgreement, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior any RSU Dividend Equivalents with respect to the effective date of such Change in Control, all Awarded Shares Restricted Stock Units that have not previously theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in extent that the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares Restricted Stock Units related thereto shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting have become vested in accordance with this Section 3; provided, that any Awarded Shares Agreement. (d) Any Restricted Stock Units that do not become vested within vest pursuant to Section 5(b) will automatically be forfeited as of the one Close of Business on the Committee Certification Date, together with any related Unpaid Dividend Equivalents. (1e) year period immediately following Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Stock Units or related Unpaid RSU Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by or providing services to the Company or its Subsidiaries from the Grant Date through such Termination date (the vesting or forfeiture of Service shall be immediately forfeited such Restricted Stock Units and shall cease related Unpaid RSU Dividend Equivalents to be outstandinggoverned instead by Section 6 hereof).

Vesting. Except as specifically provided in (a) Subject to the other provisions of this Agreement and subject to certain restrictions and conditions set forth in the PlanParagraph 2, the Awarded Shares Performance Units shall vest as follows: a. Fifty percent of December 31, [ ] (50%the “Service Date”) of to the Awarded Shares shall vest extent determined by the Committee based on the first date, if any, attached Exhibit A. Any Performance Units that do not vest due to failure to fully satisfy the Total Enterprise Value equals applicable performance goal(s) or exceeds service condition(s) shall be forfeited and the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that dateGrantee shall not have any further rights with respect to those Performance Units. b. Fifty percent (50%b) of If the Awarded Shares Grantee’s service with the Employer ceases prior to the Service Date due to the Grantee’s death or “total disability” (as defined below), the Grantee shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result pro-rata portion of the Participant’s Performance Units. The pro-rata portion shall be determined by multiplying (i) the Target Award by (ii) a fraction, (A) the numerator of which is the number of days of continuous service performed by the Grantee for the Employer during the period beginning January 1, [ ] and ending on the Service Date (the “Performance Period”), and (B) the denominator of which is [the number of calendar days in the Performance Period]. Any Performance Units that do not vest in connection with such death or Total total disability shall be forfeited as of the date the Grantee’s service ceases and Permanent Disability. In addition, in the event that Grantee shall not have any further rights with respect to those Performance Units. (c) If the Grantee’s service with the Employer ceases prior to the Service Date due to (i) a Change termination by the Employer without “cause” (as defined below), or (ii) a resignation by the Grantee with “good reason” (as defined below), then the Grantee shall become vested as of the Service Date in Control occursa number of Performance Units determined by multiplying (A) the number of Performance Units that would otherwise have then vested under Paragraph 2(a) above (but for the cessation of the Grantee’s service), by (B) a fraction, (1) the numerator of which is the number of days of continuous service performed by the Grantee for the Employer during the Performance Period, and (ii2) this Agreement the denominator of which is not assumed [the number of calendar days in the Performance Period], subject to the Grantee’s execution and delivery of a general release of claims against the Company and its affiliates in a form prescribed by the surviving corporation or its parent, or Company and subject further to that release becoming irrevocable within 45 days following the surviving corporation or its parent does Grantee’s cessation of service. Any Performance Units that cannot substitute its own restricted shares, then immediately vest because of the pro-ration described above will be forfeited as of the date the Grantee’s service ceases and the Grantee shall not have any further rights with respect to those Performance Units. Any Performance Units that do not vest because of the failure to fully satisfy the applicable performance goal(s) shall be forfeited as of the Service Date and the Grantee shall not have any further rights with respect to those Performance Units. (d) If prior to the effective Service Date the Grantee’s employment or service with the Employer ceases for any reason other than those described in Paragraphs 2(b) or 2(c) above, or if the Grantee’s service is terminated by the Employer for cause (or due to a resignation by the Grantee in anticipation of a termination for cause) after the Service Date and before the payment date of such Change described below in ControlParagraph 3, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service Performance Units shall be immediately forfeited and the Grantee shall cease not have any further rights with respect to be outstandingthis Grant. (e) For purposes of this Agreement:

Vesting. (a) The Restricted Stock Units shall vest in equal installments on __________ (each, a “Vesting Date”), or such earlier date of the occurrence of the applicable event specified in Section 2(c), 2(d) or 2(e), so long as the Participant remains in continuous employment with the Company or an Affiliate through the applicable Vesting Date. (b) Except as specifically set forth in Section 2(c), (d) or (e) below, if the Participant’s employment with the Company and its Affiliates terminates for any reason prior to the final Vesting Date, then (i) all rights of the Participant with respect to Restricted Stock Units that have not vested shall immediately terminate, (ii) any such unvested Restricted Stock Units and all rights therein shall be forfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested Restricted Stock Units. (c) If the Participant’s employment with the Company and its Affiliates is terminated prior to the final Vesting Date by the Company without Cause (including by non-renewal of the Term of the Letter Agreement, as defined therein) or by the Participant for Good Reason (each, a “Qualifying Termination”) prior to a Change in Control, then the unvested Restricted Stock Units scheduled to vest on the next Vesting Date after the date of termination shall become vested immediately upon such termination of employment; provided, that, such vesting shall be subject to (i) the Participant’s compliance with the Protective Covenants as defined in the Letter Agreement and (ii) the execution without revocation of a release of claims to the extent provided in this Agreement the Letter Agreement. The terms Cause and subject to certain restrictions and conditions Good Reason shall have the meaning set forth in the PlanLetter Agreement. (d) If the Participant incurs a Qualifying Termination at any time upon or following a Change in Control and prior to the final Vesting Date, then all unvested Restricted Stock Units shall become vested immediately upon such termination of employment; provided, that, if, immediately following the consummation of the Change in Control, the Awarded Shares shall vest as follows: a. Fifty percent (50%) shares of Stock of the Awarded Shares shall vest on the first dateCompany (or, if anyapplicable, that its successor) are not publicly traded, then the Total Enterprise Value equals or exceeds Restricted Stock Units shall become fully vested immediately upon the First TEV Threshold, provided consummation of such Change in Control. (e) If the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) Participant’s employment with the Company or a Subsidiary and its Affiliates is terminated prior to the final Vesting Date on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result account of the Participant’s death or Total and Permanent Disability. In addition, Disability (as such term is defined in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted sharesLetter Agreement), then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested unvested Restricted Stock Units shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following upon such Termination termination of Service shall be immediately forfeited and shall cease to be outstandingemployment.

Vesting. Except as specifically provided in this Agreement (a) Fifty (50%) of the Restricted Stock granted hereunder will vest on October 31, 2008 and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: a. Fifty remaining fifty percent (50%) of the Awarded Shares shall Restricted Stock granted hereunder will vest on June 30, 2010 (together with October 31, 2008, the first date, if any“Vesting Dates”); provided, that the Total Enterprise Value equals or exceeds the First TEV ThresholdExecutive is, provided the Participant is and has been, continuously employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that dateany of its Subsidiaries from the Grant Date through each such Vesting Date. b. Fifty percent (50%b) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, upon the consummation of a Sale of the Company, so long as Executive is, and has been, continuously employed by the Company or any of its Subsidiaries from the date of this Agreement through the time immediately prior to consummation of the Sale of the Company, 100% of the shares of Restricted Stock granted to Executive shall become vested as of the consummation of such Sale of the Company. (c) Except as otherwise provided in this Section 3, if the Executive’s employment with the Company and/or its Subsidiaries terminates for any reason prior to the vesting of all Awarded Shares not previously vested or any portion of the Restricted Stock awarded under this Agreement, such unvested portion of the Restricted Stock shall immediately become vested be cancelled and the Executive (and the Executive’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in full upon and with respect to any such shares of Restricted Stock. The Board, in its sole discretion, may determine, prior to or within ninety (90) days after the date of any such termination, that all or a Termination portion of Service as a result any the Executive’s unvested shares of Restricted Stock shall not be so cancelled and forfeited. (d) Executive shall notify the Participant’s death or Total and Permanent Disability. In addition, Company promptly in the event that (iExecutive elects to make an election under Section 83(b) a Change in Control occurs, and (ii) this Agreement is not assumed by of the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior Code with respect to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingRestricted Stock.

Vesting. Except as specifically provided (a) The Units will vest, if at all, in accordance with Schedule A, attached hereto and made a part of this Agreement and subject Agreement. (b) In the event Employee's employment with the Corporation (or a Subsidiary or Affiliate thereof) is terminated prior to certain restrictions and conditions the end of the three year measurement period set forth in Schedule A (the Plan"Measurement Period") due to the Employee's death, Disability, Retirement or termination not for Cause (each an "Early Termination") the Awarded Shares shall vest as follows: a. Fifty percent (50%) of the Awarded Shares shall vest on the first dateAward will vest, if anyat all, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is on a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total pro-rata basis and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior will be paid to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contraryEmployee (or, in the event of the Participant’s Termination Employee's death, the Employee's designated beneficiary for purposes of Service the Award, or in the absence of an effective beneficiary designation, the Employee's estate). The pro-rata basis will be a percentage where the denominator is 36 and the numerator is the number of months from January 1, 2004 through the month of Early Termination, inclusive. This pro-rata Award will be paid to the Employee at or around the same time as payments are made to then current employees who have been granted Units under the 2004 Unit Plan. (c) In the event Employee's employment with the Corporation (or any Subsidiary or Affiliate thereof) is terminated for Cause, or if the Employee terminates his/her employment with the Corporation (or any Subsidiary or Affiliate thereof), each occurring prior to the payment contemplated by this Agreement, the Award shall be forfeited in its entirety. (d) If prior to the payment contemplated by this Agreement, the Employee becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Company Corporation, or if the Employee begins a leave of absence without Causereinstatement rights, then in each case the Award shall be forfeited in its entirety. (e) In the event of a Change in Control or Potential Change in Control of the Corporation, the unvested Awarded Shares Award shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting vest in accordance with this Section 3; providedthe 2003 Employee Stock Incentive Plan, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall as may be immediately forfeited and shall cease to be outstanding.amended, or its successor

Vesting. Except as specifically provided in Subject to the terms of the Plan and this Agreement and subject to certain restrictions and conditions set forth in the PlanAgreement, the Awarded Shares RSUs shall vest as follows: a. Fifty percent (50%a) (i) one-fourth of the Awarded Shares RSUs ([●] units) shall vest on the first dateanniversary of [●], if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services toii) the Company or a Subsidiary on that date. b. Fifty percent (50%) one-fourth of the Awarded Shares RSUs ([●] units) shall vest on the first datesecond anniversary of [●], if any(iii) one-fourth of the RSUs ([●] units) shall vest on the third anniversary of [●], and (iv) one-fourth of the RSUs ([●] units) shall vest on the fourth anniversary of [●] (each such anniversary, a “Vesting Date”); provided, in each case, that the Total Enterprise Value equals Participant has not incurred a termination of employment prior to such date, except as provided in Section 2(b) or exceeds 2(c) below. (b) In the Second TEV Threshold, provided event of a termination of the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service Participant’s employment as a result of the Participant’s death or Total and Permanent Disability. In addition, Disability (as defined in the event that (i) Employment Agreement), a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event pro rata portion of the Participant’s Termination unvested RSUs shall automatically vest, determined by multiplying the total number of Service RSUs awarded hereunder by a fraction, the numerator of which is the number of whole months elapsed from the Grant Date until the date of such termination, and the denominator of which is 48 (reduced by the number of RSUs that had vested prior to such termination date), and the remainder of such RSUs shall be forfeited. (c) In the event of a termination of the Participant’s employment by the Company without CauseCause or by the Participant for Good Reason (each as defined in the Employment Agreement), all unvested RSUs granted hereunder shall automatically vest as of the unvested Awarded Shares shall remain outstanding for date of the Participant’s termination of employment, provided, however, that the Participant has timely executed, and not revoked, a period fully effective release of one (1) year following such Termination of Service and shall remain eligible for vesting claims in accordance with this the terms of the Employment Agreement. (d) Except as provided in Section 3; provided2(b) or 2(c), that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service there shall be immediately forfeited no proportionate or partial vesting in the periods prior to the applicable Vesting Dates and all vesting shall cease to be outstandingoccur only on the appropriate Vesting Date.

Vesting. Except as specifically provided The Shares will vest in this Agreement and subject to certain restrictions and conditions set forth in accordance with the Plan, following schedule: (a) 1/4th of the Awarded total number of Shares shall vest as follows: a. Fifty percent upon the earlier to occur of (50%i) the listing of the Awarded Company’s Common Stock on the NASDAQ Stock Market or other national securities exchange, such as NYSE MKT; and (ii) January 14, 2015, but in no event earlier than January 14, 2014; (b) 1/4th of the total number of Shares shall vest on the first dateJanuary 14, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by 2015; and (or if the Participant is a Contractor or an Outside Director, is providing services toc) the Company or a Subsidiary on that date. b. Fifty percent (50%) 1/48th of the Awarded Shares shall vest on January 14, 2015 and on the first date, if anysame day of each month thereafter for 24 months; provided, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that of an Involuntary Termination (as defined herein) or a Change of Control (as defined herein) the Shares shall fully vest and become exercisable. Immediately upon the cessation of the Recipient’s Employment (as defined in the Plan), the unvested portion of the Shares shall be immediately cancelled and returned to the Company as set forth in Section 6(a)(4)(A) of the Plan. For the purposes of this Agreement, an “Involuntary Termination” shall include any termination by the Company other than for Cause (as defined herein) and Recipient’s voluntary termination within sixty days after the expiration of the Cure Period (defined below) relating to the occurrence of any of the following events without Recipient’s written consent: (i) a Change material reduction or change in Control occursjob duties, responsibilities and requirements inconsistent with Recipient’s position with the Company and Recipient’s prior duties, responsibilities and requirements or a material negative change in Recipient’s reporting relationship; (ii) this Agreement is a material reduction of Recipient’s base compensation (other than in connection with a general decrease in base salaries for most officers of the Company or successor corporation); or (iii) Recipient’s refusal to relocate his or her principal place of employment to a facility or location more than fifty miles from the Company’s current location, provided that Recipient will not assumed by resign due to such change, reduction or relocation without first providing the surviving corporation Company with written notice of the event or its parent, or events constituting the surviving corporation or its parent does grounds for his voluntary resignation within thirty days of the initial existence of such grounds and a reasonable cure period of not substitute its own restricted shares, then immediately prior to less than thirty days following the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to notice (the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding“Cure Period”).

Vesting. Except as specifically provided in this Agreement Subject to paragraph 4 and subject to certain restrictions and conditions set forth 5 below, Participant's interest in the Plan, the Awarded Shares shares of Restricted Stock shall vest be transferable and nonforfeitable (“Vested”) as follows: a. Fifty (a) Thirty three and one third percent (5033 1/3%) of the Awarded Shares shares of Restricted Stock shall vest on become Vested as of the first dateanniversary of the Award Date, if anyan additional thirty three and one third percent (33 1/3%) of the shares of Restricted Stock shall become Vested as of the second anniversary of the Award Date, that and the Total Enterprise Value equals or exceeds remaining thirty three and one third percent (33 1/3%) of the First TEV Threshold, provided shares of Restricted Stock shall become Vested as of the third anniversary of the Award Date in each case so long as the Participant is employed by the Company as the interim Chief Executive Officer or the Chief Executive Officer; provided, for the avoidance of doubt, that if any of the shares of Restricted Stock become Vested pursuant to Paragraph 3(b) hereof, then this Paragraph 3(a) shall have no effect and none of the shares of Restricted Stock shall become Vested pursuant to this Paragraph 3(a). (b) If, before the first anniversary of the Award Date and pursuant to the terms of the Offer Letter dated December 18, 2012, from the Company to the Participant, either (i) the Participant's service as the interim Chief Executive Officer of the Company shall have been automatically suspended as a result of a person, other than Participant, commencing employment with the Company as the permanent Chief Executive Officer or if (ii) the Participant is a Contractor or an Outside Director, is providing services to) shall have resigned from his service as interim Chief Executive Officer of the Company in sole, direct connection with, and on or about the date of, a Subsidiary on that date. b. Fifty person, other than Participant, commencing employment with the Company as the permanent Chief Executive Officer, then thirty three and one third percent (5033 1/3%) of the Awarded Shares shares of Restricted Stock shall vest become Vested on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event other person's commencement of the Participant’s Termination of Service by employment with the Company without Causeas permanent Chief Executive Officer, the unvested Awarded Shares and all remaining shares of Restricted Stock shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting be forfeited in accordance with this Section 3Paragraph 5 hereof; provided, for the avoidance of doubt, that if any Awarded Shares that do not of the shares of Restricted Stock become vested within the one (1Vested pursuant to Paragraph 3(a) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding.hereof, then this

Vesting. Except as specifically otherwise provided in this Agreement Section 2 or in the Plan or as approved by the Administrator, the RSUs shall vest in accordance with the terms of these Terms and subject Conditions (including the Notice and the Plan), as follows (the occurrence of each such event described in Section 2(a)-(d), a “Vesting Event”): (a) all of the RSUs shall become vested on the earliest to certain restrictions and conditions occur of the vesting date set forth in the PlanNotice (the “Vesting Date”), the Awarded Shares shall vest as follows: a. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent the Participant’s Disability. In addition, subject in each case to the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by Participant’s continued employment with the surviving corporation Company or its parent, or Affiliate through such date; (b) upon the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date occurrence of such a Change in Control, all Awarded Shares then outstanding unvested RSUs shall be treated as provided in the Plan; (c) if the Participant’s employment is terminated (i) by the Company or its Affiliate without Cause; (ii) if the Participant is party to an employment agreement or offer letter with the Company or its Affiliate agreement that contains a “good reason” definition, by the Participant for “good reason” (as defined therein) or (iii) if the Participant is party to an employment agreement or offer letter with the Company or its Affiliate agreement that contains a “qualifying non-renewal” definition, in a “qualifying non-renewal” (as defined therein), then, to the extent then unvested, a pro rata portion of the total number of RSUs shall become vested based on the portion of the period between the Grant Date and the Vesting Date that has elapsed as of the date of such termination; and (d) if the Participant’s employment terminates in a Qualifying Retirement (as defined below) prior to the Vesting Date, all of the RSUs shall become vested on the Vesting Date provided the Participant (i) has not previously vested shall thereupon immediately become fully vestedviolated Section 13(b) through the Vesting Date and (ii) has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Company on each of the first three anniversaries of the Grant Date (if any) that occur following such Qualifying Retirement, and a final certification to such effect prior to (but no more than 90 days prior to) the Vesting Date. For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the Administrator, other service to, the Company or Company’s Affiliates, but in the case of employment with or service to an Affiliate, only during such time as such Affiliate is an affiliate of the Company. Notwithstanding anything herein contained in these Terms and Conditions to the contrary, the Administrator, in its sole discretion, may accelerate the event vesting of any RSUs, at such times and upon such terms and conditions as the Administrator shall determine, so long as the delivery of Shares for any RSUs subject to Section 409A of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingCode is permitted thereby.

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded (a) The Restricted Shares shall vest as follows: a. Fifty percent (50%i) Provided that Employee remains continuously in Employment by the Company until the Vesting Date (as defined herein) and the sum of the after-tax net income per diluted share for the Company’s fiscal years ended February 28, 2007, February 29, 2008 and February 28, 2009, as shown on the Company’s audited financial statements, is at least equal to the Cumulative Target (as defined herein), Employee will become vested in the Restricted Shares on the Vesting Date. As soon as practicable after the completion of the Company’s audited financial statements for the Company’s fiscal year ended February 28, 2009, the Company shall determine the cumulative after-tax net income per diluted share for the Company’s fiscal years ended February 28, 2007, February 29, 2008 and February 28, 2009. Such determination by the Company shall be final and binding on the Company and Employee and shall not be subject to contest or challenge. For purposes of determining whether an employee has been continuously employed, any leave of absence for periods and purposes conforming to the personnel policies of the Company and approved by the Committee shall not be deemed to be an interruption of continuous service. (ii) Subject to Paragraph 2(f) and (g) hereof, Employee will become vested in a Pro Rata Share (as defined herein) of the Awarded Restricted Shares shall vest on upon the first date, if any, occurrence of a Vesting Event (as defined herein) provided that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant (A) Employee is actively employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in ControlVesting Event and (B) the Company is on track to meet the Cumulative Target at the end of the fiscal quarter coincident with or next preceding the Vesting Event (the “Fiscal Quarter”). The Company will be determined to be on track to meet the Cumulative Target if the sum of (y) the Company’s after-tax net income per diluted share equals or exceeds the Target (as defined herein), all Awarded Shares or, if applicable, the sum of the Targets, for the Company’s fiscal year(s) that ended prior to or coincident with the Fiscal Quarter and (z) if the Fiscal Quarter does not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein end on the last day of a fiscal year, the Company has earned a pro rata portion of the Target, as adjusted for seasonality and other factors if and to the contraryextent the Committee deems appropriate, in for the event fiscal year which ends after the Fiscal Quarter. As soon as practicable after the completion of the ParticipantCompany’s Termination of Service audited financial statements for the Fiscal Quarter and any fiscal years ending prior to the Fiscal Quarter, the Company shall determine whether it is on track to meet the Cumulative Target, as set forth above. Such determination by the Company without Cause, shall be final and binding on the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service Company and Employee and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded not be subject to contest or challenge. Any unvested Restricted Shares that do not become vested within as hereinabove provided shall remain unvested, and concurrent with the one (1) year period immediately following such effective date of Employee’s Termination of Service Employment, Employee shall forfeit all of the Restricted Shares. On such date, all such Restricted Shares shall be immediately forfeited transferred to the Company without consideration. (iii) In the event that Employee’s Employment by the Company is terminated for any reason other than death, Permanent Disability (as defined herein), Retirement (as defined herein) or termination by the Company without Cause (as defined herein), Employee’s rights to receive any unvested Restricted Shares shall remain unvested, and concurrent with the effective date of such termination of employment, Employee shall cease forfeit all of the Restricted Shares. On such date, all such Restricted Shares shall be transferred to be outstandingthe Company without consideration. (b) Notwithstanding the foregoing, the Committee reserves the discretion to change the Targets and the Cumulative Target in the event of unforeseen events such as changes in law, regulations or rulings; changes in accounting principles or practices; or a merger, acquisition, divestiture or other significant transaction.

Vesting. Except The term “vest” as specifically provided in this Agreement and subject used herein with respect to certain any share of Restricted Stock means the lapsing of the restrictions and conditions set forth in the Plandescribed herein with respect to such share. Unless earlier terminated, forfeited, relinquished or expired, the Awarded Shares Restricted Stock shall vest as follows: a. Fifty (a) One hundred percent (50100%) of the Awarded Shares Restricted Stock shall vest on the first anniversary of the Date of Grant, provided that, through such vesting date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that Grantee has (i) a Change remained in Control occurscontinuous Employment as President – Merchandising and Supply Chain (such employment, “Qualifying Service”) and (ii) this Agreement is has not assumed by breached the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change covenants set forth in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in Section 11 herein. (b) In the event of the ParticipantGrantee’s Termination of Qualifying Service is terminated by the Company without Cause, a “Qualifying Termination”): (x) if such Qualifying Termination occurs before February 1, 2020, a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the current fiscal quarter of the Company (each, a “Fiscal Quarter”)), will vest in full on the date of the Grantee’s Qualifying Termination and the remainder of the Restricted Stock award granted to the Grantee hereunder will be forfeited on the date of the Grantee’s Qualifying Termination; and (y) if such Qualifying Termination occurs on or after February 1, 2020, any unvested Awarded Shares shall shares of Restricted Stock that are outstanding as of immediately prior to the Qualifying Termination will vest in full on the date of the Grantee’s Qualifying Termination. (c) In the event the Grantee’s Qualifying Service terminates for any reason other than a Qualifying Termination (a “Non-Qualifying Termination”): (x) if such Non-Qualifying Termination occurs before February 1, 2020, a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service current Fiscal Quarter), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of (d) In the event (i) the Restricted Stock (or any portion thereof) is outstanding as of immediately prior to a Change of Control and the Administrator provides for the assumption or continuation of, or the substitution of a period of one substantially equivalent award for, the Restricted Stock (1or any portion thereof) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested 7(a)(i) of the Plan (the “Rollover Award”) and (ii) the Grantee’s Employment is terminated by the Company (or its successor) without Cause within the one twelve (112) year period immediately months following such Termination the Change of Service shall be immediately forfeited and shall cease Control, the Rollover Award to be outstandingthe extent still outstanding will vest in full on the date of the Grantee’s termination of Employment.

Vesting. Except as specifically provided Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and subject to certain restrictions and conditions set forth the last sentence of this Section 5, the Restricted Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date): (i) On the Corresponding Day in the Plansixth month following the Grant Date, the Awarded Shares shall vest as follows: a. Fifty percent (50%) 12.5% of the Awarded Shares Restricted Share Units shall vest become vested; and (ii) On the Corresponding Day in the ninth month following the Grant Date and on the first dateCorresponding Day on each third month thereafter, if anyan additional 6.25% of the Restricted Share Units shall become vested, until the Restricted Share Units are vested in full on the Corresponding Day in the forty-eighth (48) month following the Grant Date. [Please refer to the website of the Third Party Administrator, UBS Financial Services Inc., which maintains the database for the Plan and provides related services, for the specific Vesting Dates related to the Restricted Share Units (click on the specific grant under the tab labeled “Grants/Award/Units”).] On each Vesting Date, and upon the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares Restricted Share Units related thereto shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that datehave become vested in accordance with this Agreement. Notwithstanding the foregoing, all Awarded Shares the Grantee will not previously vested shall immediately become vested vest, pursuant to this Section 5, in full upon Restricted Share Units as to which the Grantee would otherwise vest as of a given date if his or her Termination of Service as or a result breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Participant’s death or Total Grant Date and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to such Vesting Date (the effective date vesting or forfeiture of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease Restricted Share Units to be outstandinggoverned instead by Section 6).

Vesting. 3.1 Except as specifically otherwise provided herein, provided that the Grantee remains in this Agreement and subject to certain restrictions and conditions set forth in Continuous Service (as defined below) through the Planapplicable vesting date described below, the Awarded Shares shall Restricted Stock Units will vest as follows:in accordance with the following schedule (the period during which restrictions apply, the “Restricted Period”): [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] Once vested, the Restricted Stock Units become “Vested Units.” a. Fifty percent (50%) of the Awarded Shares shall vest on the first date3.2 The foregoing vesting schedule notwithstanding, if anythe Grantee's Continuous Service terminates for any reason at any time before all of his or her Restricted Stock Units have vested, the Grantee's unvested Restricted Stock Units shall be automatically forfeited upon such termination of Continuous Service and neither the Company nor any Affiliate shall have any further obligations to the Grantee under this Agreement; provided, however, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) the Grantee is party to a Change written employment agreement with the Company pursuant to which service-based vesting requirements applicable to equity awards are excused, in Control occurswhole or in part, and (ii) this Agreement is not assumed by upon the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date occurrence of such a Change in Control, all Awarded Shares then the foregoing vesting schedule shall be deemed to incorporate by reference such provisions. For purposes of this Agreement, the term “Continuous Service” means that the Grantee’s service with the Company or an Affiliate, whether as an Employee, Consultant or Director, is not previously vested interrupted or terminated. The Grantee’s Continuous Service shall thereupon immediately become fully vested. Notwithstanding anything herein not be deemed to have terminated merely because of a change in the capacity in which the Grantee renders service to the contraryCompany or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Grantee renders such service, provided that there is no interruption or termination of the Grantee’s Continuous Service; provided further that if this Agreement is subject to Section 409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. The Administrator or its delegate, in the event of the Participant’s Termination of Service by the Company without Causeits sole discretion, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of may determine whether Continuous Service shall be immediately forfeited and shall cease to be outstandingconsidered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal or family leave of absence.

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and (i) Provided that (A) the performance-based vesting conditions set forth on Exhibit A are satisfied on or as of the end of any fiscal quarter prior to the relevant vesting date identified in this Section and (B) the PlanGrantee remains in continuous service as an Employee, Officer or Director from the Awarded Shares Grant Date to the relevant vesting date, and unless vesting occurs earlier pursuant to subsections (ii) and (iii) below, 25% of the RSUs (rounded to the nearest whole unit) granted hereunder shall vest as follows: a. Fifty percent (50%) and become nonforfeitable on each of the Awarded Shares fifth anniversary and sixth anniversary of the Grant Date and the remaining 50% of the RSUs granted hereunder shall vest and become nonforfeitable on the seventh anniversary of the Grant Date. (ii) Notwithstanding subsection (i) above, vesting of any then unvested RSUs shall occur on the first date, if any, that to occur of the Total Enterprise Value equals or exceeds following dates without regard to the First TEV Threshold, conditions set forth on Exhibit A; provided the Participant is employed by Grantee continues to serve as an Employee, Officer or Director from the Grant Date to such date that: (or if the Participant is a Contractor or an Outside Director, is providing services toA) the Company Grantee terminates serving as an Employee, Officer or a Subsidiary on that dateDirector due to Disability; or (B) the Grantee terminates serving as an Employee, Officer or Director due to death. b. Fifty percent (50%iii) The Committee may in its discretion accelerate the vesting of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals all or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination any portion of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately any outstanding unvested RSUs prior to the effective date expiration of such Change the periods provided in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein subsection (b)(i) above without regard to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares conditions set forth on Exhibit A. (iv) All vested RSUs shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting be settled or paid in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding2(e).

Vesting. Except Subject to paragraph 2(d): (i) Each Executive's Class A Convertible Shares shall become vested in accordance with the following schedule, if, but only if, as specifically provided in this Agreement of each such date such Executive is and subject has continued to certain restrictions be employed by or to serve as an officer or director for the Company and conditions its Subsidiaries: December 31, 2005 33.3 % December 31, 2006 66.7 % December 31, 2007 100 % None of an Executive's Class A Convertible Shares shall become vested if such Executive ceases to be employed by, or to serve as an officer or director for, the Company or its Subsidiaries prior to December 31, 2005. If any Executive ceases to be employed by, or to serve as an officer or director for, the Company or its Subsidiaries on any date other than any Vesting Date set forth in the Planthis paragraph 2(c)(i) after December 31, 2005 but prior to December 31, 2007, the Awarded cumulative percentage of such Executive's Class A Cumulative Shares to become vested shall vest as follows: a. Fifty percent (50%) be determined on a pro rata basis according to the number of days elapsed since the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that dateimmediately preceding Vesting Date. Notwithstanding the foregoing, upon the occurrence of a Sale of the Company or a Listing, all Awarded of an Executive's Class A Convertible Shares which have not previously vested shall become vested and shall convert to an equal number of Class D Convertible Shares upon the occurrence of such event; provided that no Class A Convertible Shares shall vest for any Executive (or Executive's transferees) upon the occurrence of a Sale of the Company or a Listing if the Executive holding such Class A Convertible Shares is no longer employed by, or no longer serves as an officer or director for, the Company and its Subsidiaries as of the date of the occurrence of the Sale of the Company or a Listing. (ii) 33.3% of the aggregate number of each Executive's Class B Convertible Shares issued to him pursuant to paragraph 2(a) will become vested on each Applicable Class B Valuation Date if, but only if, the IRR of the Majority Investor as of such Applicable Class B Valuation Date equals or exceeds 25%; provided that if the IRR of the Majority Investor as of the Applicable Class B Valuation Date is greater than 15%, but less than 25%, the percentage of the aggregate Class B Convertible Shares which will become vested as of such Applicable Class B Valuation Date shall be the percentage determined by multiplying 3.33 by the excess of (A) the IRR of the Majority Investor as of the Applicable Class B Valuation Date over (B) 15%. In the event that an Accelerated Valuation Date occurs prior to any Applicable Class B Valuation Date, 100% of the Class B Convertible Shares not previously vested shall immediately pursuant to this paragraph 2(c)(ii) will become vested as of such Accelerated Valuation Date if, but only if, the IRR of the Majority Investor as of such Accelerated Valuation Date equals or exceeds 25%; provided that if the IRR of the Majority Investor as of the Accelerated Valuation Date is greater than 15%, but less than 25%, the percentage of Eligible Class B Convertible Shares which shall vest as of such Accelerated Valuation Date shall be the percentage determined by multiplying 10 by the excess of (A) the IRR of the Majority Investor as of the Accelerated Valuation Date over (B) 15%. Vesting with respect to the Class B Convertible Shares shall be cumulative such that if the IRR of the Majority Investor as of an Accelerated Valuation Date or any subsequent Applicable Class B Valuation Date is greater than any preceding Applicable Class B Valuation Date, the percentage of each Executive's entire holding of Class B Convertible Shares vested shall be recalculated to be equal to the percentage vested for such Accelerated Valuation Date or subsequent Applicable Class B Valuation Date (i.e., if the IRR of the Majority Investor as of a preceding Applicable Class B Valuation Date was 15% and the IRR of the Majority Investor as of a subsequent Applicable Class B Valuation Date is 20%, the aggregate percentage of Class B Convertible Shares vested (inclusive of Class B Convertible Shares already vested as of such preceding Applicable Class B Valuation Date) with respect to both Applicable Class B Valuation Dates shall be, effective as of the subsequent Applicable Class B Valuation Date, 50%). For the avoidance of doubt, in full upon the event that an Accelerated Valuation Date arises prior to any Applicable Class B Valuation Date, the determination of vesting with respect to all unvested Class B Convertible Shares otherwise eligible for vesting on any subsequent Applicable Class B Valuation Date shall be made solely as of such Accelerated Valuation Date and shall not be re-eligible for vesting as of such subsequent Applicable Class B Valuation Date. Notwithstanding anything else to the contrary set forth in this paragraph 2(c)(ii), no Class B Convertible Shares shall vest for any Executive (or Executive's transferees) as of any Applicable Class B Valuation Date or Accelerated Valuation Date if the Executive holding such Class B Convertible Shares is no longer employed by, or no longer serves as an officer, or director for, the Company and its Subsidiaries as of such Applicable Class B Valuation Date or Accelerated Valuation Date. (iii) 100% of each Executive's Class C Convertible Shares will become vested on the Class C Valuation Date if, but only if, the IRR of the Majority Investor as of the Class C Valuation Date is equal to or greater than 30%. In the event that an Accelerated Valuation Date occurs prior to the Class C Valuation Date, 100% of the Class C Convertible Shares will become vested as of such Accelerated Valuation Date if, but only if, the IRR of the Majority Investor as of such Accelerated Valuation Date is equal to or greater than 30%. For the avoidance of doubt, in the event that an Accelerated Valuation Date arises prior to the Class C Valuation Date, the determination of vesting with respect to all unvested Class C Convertible Shares otherwise eligible for vesting on the subsequent Class C Valuation Date shall be made solely as of such Accelerated Valuation Date and shall not be re-eligible for vesting as of such subsequent Class C Valuation Date. Notwithstanding anything else to the contrary set forth in this paragraph 2(c)(iii), no Class C Convertible Shares shall vest for any Executive (or Executive's transferees) as of the Class C Valuation Date or Accelerated Valuation Date if the Executive holding such Class C Convertible Shares is no longer employed by, or no longer serves as an officer or director for, the Company and its Subsidiaries as of such Class C Valuation Date or Accelerated Valuation Date. (iv) Notwithstanding the provisions of paragraphs (i), (ii) and (iii), as a Termination condition to accelerated vesting of Service such Executive's Convertible Shares in connection with a Sale of the Company, such Executive shall, if requested by the purchaser of the Company and for no additional consideration therefor, agree to continued employment for up to 12 months following such Sale of the Company so long as such Executive's compensation package and job description immediately following such Sale of the Company is substantially similar with respect to remuneration (other than with respect to equity participation), scope of duties, responsibility and job location to such Executive's compensation package and job description immediately prior to such event. (v) The IRR of the Majority Investor on any Applicable Valuation Date shall be determined with reference to the Total Value of the Company and its Subsidiaries as of such Applicable Valuation Date, which Total Value (including the components thereof) shall be determined, to the extent possible, on the basis of the audited annual financial statements for the Company and its Subsidiaries for the period ended on such Applicable Valuation Date and otherwise in good faith by the Company. The IRR of the Majority Investor as of such Applicable Valuation Date shall be calculated (A) assuming that on such Applicable Valuation Date, the Majority Investor is receiving Cash Inflows for any Preferred Equity Securities equal to the stated value thereof plus accrued but unpaid dividends thereon and with respect to its Ordinary Shares is receiving Cash Inflows equal to the Total Value multiplied by the percentage of fully-diluted Ordinary Shares of the Company held by the Majority Investor as of such Applicable Valuation Date and (B) with regard to all sales of equity securities prior to such Applicable Valuation Date by calculating all Cash Inflows received or receivable with respect to such equity securities sold prior to such Applicable Valuation Date. The IRR of the Majority Investor on an Accelerated Valuation Date that arises as a result of a Sale of the Company shall be determined on the basis of the aggregate Cash Inflows received or receivable by the Majority Investor in respect of all sales of equity securities of the Company by the Majority Investor through and including such Accelerated Valuation Date (and in the event that the Majority Investor has not sold all of its equity securities as of such Accelerated Valuation Date, assuming that the Majority Investor would sell its remaining Preferred Equity Securities at an amount equal to the stated value thereof plus accrued and unpaid dividends thereon and its remaining Ordinary Shares at the average price per share received or receivable by the Majority Investor in respect of its Ordinary Shares through such Accelerated Valuation Date). The IRR of the Majority Investor on an Accelerated Valuation Date that arises as a result of a Listing shall be determined assuming that the Majority Investor will receive Cash Inflows on such Accelerated Valuation Date with respect to all of its then-outstanding Ordinary Shares at the gross per share offering price for Ordinary Shares on the date that the Listing becomes effective (the "Offering Price") and will receive Cash Inflows in respect of all of its then-outstanding Preferred Equity Securities in an amount equal to the stated value thereof plus accrued and unpaid dividends (with it being understood that all Cash Outflows and Cash Inflows for the Majority Investor with respect to Ordinary Shares sold prior to the date of such Listing shall be disregarded in calculating IRR of the Majority Investor on an Accelerated Valuation Date that arises as a result of a Listing). (vi) In determining IRR of the Majority Investor for purposes of calculating vesting with respect to Class B Convertible Shares, as of any date of determination, all Class A Convertible Shares shall be assumed to have vested and been converted into Class D Convertible Shares, a number of Class B Convertible Shares that would be vested and convertible as a result of the Participant’s death or Total IRR calculation as of the date of determination shall be assumed to have vested and Permanent Disabilitybeen converted into Class D Convertible Shares, no Class C Convertible Shares shall be assumed to have vested and been converted into Class D Convertible Shares and all Class D Convertible Shares (including as assumed issued as a result of this sentence) shall be assumed to have been converted into Ordinary Shares. In additiondetermining IRR of the Majority Investor for purposes of calculating vesting with respect to the Class C Convertible Shares, as of any date of determination, all Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Share shall be assumed to have vested and been converted into Class D Convertible Shares and all Class D Convertible Shares (including as assumed issued as a result of this sentence) shall be assumed to have been converted into Ordinary Shares. (vii) In addition to the vesting otherwise herein described, all or any portion of the Class A Convertible Shares, Class B Convertible Shares and Class C Convertible Shares may be vested in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event discretion of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that Board exercised at any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingtime.

Vesting. Except as specifically provided in this Agreement and subject (a) Subject to certain restrictions and conditions set forth in the PlanParticipant’s continued employment by the Company or any of its Affiliates through December 31, [Year 3], (the “Specified Date”), the Awarded Shares shall vest as follows: a. Fifty percent (50%) of the Awarded Shares Banked Units shall vest on the first dateSpecified Date. (b) In the event the Participant’s employment terminates by reason of (i) Disability, if any(ii) death, that (iii) Non-Approved Retirement, or (iv) by the Total Enterprise Value equals or exceeds Company without Cause other than within two years following a Change in Control, then such Participant’s previously Banked Units and those Banked Units determined in accordance with Section 2(g) will remain outstanding and will vest and be delivered to the First TEV ThresholdParticipant, provided at the same time as delivery would have been made had the Participant is employed by (or if the Participant is not had a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that datecessation of employment. b. Fifty percent (50%c) In the event the Participant’s cessation of the Awarded Shares shall vest on the first dateemployment occurs by reason of Approved Retirement, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, then all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total previously Banked Units and Permanent Disability. In additionthose Banked Units determined in accordance with Section 2(h) will remain outstanding and will vest and be delivered to the Participant, in at the event that same time as delivery would have been made had the Participant not had a cessation of employment. (id) If prior to the date the Units otherwise vest and within two years following a Change in Control occurs, and (ii) this Agreement the Participant’s employment is not assumed terminated either by the surviving corporation Company without Cause or by the Participant due to a resignation with Good Reason (as defined in Section 20), any of the Participant’s then outstanding previously Banked Units and the Target Units subject to Measurement Periods that have not concluded prior to such termination, will vest immediately prior to such event and will be delivered to the Participant at the same time as delivery would have been made had the Participant not had a cessation of employment. For avoidance of doubt, this section will not apply if the Participant has satisfied the conditions for Approved or Non- Approved Retirement as of the date of his or her termination (in that case, Section 3(b)(iii) or 3(c) will apply, as applicable). (e) Upon a cessation of the Participant’s employment with the Company or any of its parentAffiliates, any Target Unit or the surviving corporation Banked Unit that has not become vested on or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares cessation and any Unit that does not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall specifically remain outstanding for a period pursuant to Section 3(b), 3(c) or 3(d) will then be forfeited immediately and automatically and the Participant will have no further rights with respect thereto. -4- (f) The application of one (1) year following such Termination of Service Sections 3(b)(iii), 3(b)(iv), 3(c), and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding.

Vesting. Except as specifically provided Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and subject to certain restrictions and conditions set forth the last paragraph of this Section 5, the Restricted Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date): (a) On the Initial Vesting Date,, 12.5% of the Restricted Share Units shall become vested; and (b) On the Corresponding Day in the Planthird month following the Initial Vesting Date and on the Corresponding Day on each third month thereafter, the Awarded Shares shall vest as follows: a. Fifty percent (50%) an additional 6.25% of the Awarded Shares Restricted Share Units shall vest become vested, until the Restricted Share Units are vested in full on the first dateCorresponding Day in the forty-second (42) month following the Initial Vesting Date. [Please refer to the website of the Third Party Administrator, if anyUBS Financial Services Inc., which maintains the database for the Plan and provides related services, for the specific Vesting Dates related to the Restricted Share Units (click on the specific grant under the tab labeled “Grants/Award/Units”).] On each Vesting Date, and upon the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become vested the RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares Restricted Share Units related thereto shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that datehave become vested in accordance with this Agreement. Notwithstanding the foregoing, all Awarded Shares the Grantee will not previously vested shall immediately become vested vest, pursuant to this Section 5, in full upon Restricted Share Units as to which the Grantee would otherwise vest as of a given date if his or her Termination of Service as or a result breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Participant’s death Grant Date and prior to such Vesting Date (the vesting or Total and Permanent Disabilityforfeiture of such Restricted Share Units to be governed instead by Section 6). In addition, in the event that the Grantee is suspended (iwith or without compensation) a Change or is otherwise not in Control occurs, and (ii) this Agreement is not assumed good standing with the Company or any Subsidiary as determined by the surviving corporation Company’s General Counsel due to an alleged violation of the Company’s Code of Business Conduct, applicable law or its parentother misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the General Counsel or his/her designee) has determined (x) the surviving corporation suspension is lifted or its parent does not substitute its own restricted shares(y) the Company determines lack of good standing has been cured (each, then immediately the “Recovery Date”). If the Suspension Event has occurred and prior to the effective Recovery Date, the Grantee dies, is disabled or is terminated without cause, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) or is terminated for cause prior to the Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of such Change in Controlthe Suspension Event, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service unless otherwise agreed by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingCompany.

Vesting. Except The term “vest” as specifically provided in this Agreement and subject used herein with respect to certain any share of Restricted Stock means the lapsing of the restrictions and conditions set forth in the Plandescribed herein with respect to such share. Unless earlier terminated, forfeited, relinquished or expired, the Awarded Shares Restricted Stock shall vest as follows: a. Fifty (a) One hundred percent (50100%) of the Awarded Shares Restricted Stock shall vest on the first anniversary of the Date of Grant, provided that, through such vesting date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that Grantee has (i) a Change remained in Control occurscontinuous Employment as President – Merchandising and Supply Chain (such employment, “Qualifying Service”) and (ii) this Agreement is has not assumed by breached the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change covenants set forth in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in Section 11 herein. (b) In the event of the ParticipantGrantee’s Termination of Qualifying Service is terminated by the Company without Cause, a “Qualifying Termination”): (x) if such Qualifying Termination occurs before May 28, 2019, a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the three (3) months between the Date of Grant and May 28, 2019), will vest in full on the date of the Grantee’s Qualifying Termination and the remainder of the Restricted Stock award granted to the Grantee hereunder will be forfeited on the date of the Grantee’s Qualifying Termination; and (y) if such Qualifying Termination occurs on or after May 28, 2019, any unvested shares of Restricted Stock that are outstanding as of immediately prior to the Qualifying Termination will vest in full on the date of the Grantee’s Qualifying Termination. (c) In the event the Grantee’s Qualifying Service terminates for any reason other than a Qualifying Termination (a “Non-Qualifying Termination”): (x) if such Non-Qualifying Termination occurs before May 28, 2019, a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the three (3) months between the Date of Grant and May 28, 2019), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of the Restricted Stock will be forfeited on the date of Grantee’s Non-Qualifying Termination; and (y) if such Qualifying Termination occurs on or after May 28, 2019, any unvested shares of Restricted Stock that are outstanding as of immediately prior to the Non-Qualifying Termination, will vest according to the original vesting schedule set forth in Section 3(a). Notwithstanding the foregoing, in the event the Grantee breaches any of the restrictive covenants set forth in Section 11 below, the Grantee will immediately forfeit the unvested Awarded Shares shall remain portion of the Restricted Stock award that the Grantee then holds. (d) In the event (i) the Restricted Stock (or any portion thereof) is outstanding as of immediately prior to a Change of Control and the Administrator provides for the assumption or continuation of, or the substitution of a period of one substantially equivalent award for, the Restricted Stock (1or any portion thereof) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested 7(a)(i) of the Plan (the “Rollover Award”) and (ii) the Grantee’s Employment is terminated by the Company (or its successor) without Cause within the one twelve (112) year period immediately months following such Termination the Change of Service shall be immediately forfeited and shall cease Control, the Rollover Award to be outstandingthe extent still outstanding will vest in full on the date of the Grantee’s termination of Employment.

Vesting. Except as specifically provided in Subject to the terms of the Plan and this Agreement and subject to certain restrictions and conditions set forth in the PlanAgreement, the Awarded Shares RSUs shall vest as follows: a. Fifty percent (50%a) (i) one-third of the Awarded Shares RSUs ( _______ units) shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) anniversary of the Awarded Shares Grant Date, (ii) one-third of the RSUs ( ______ units) shall vest on the first datesecond anniversary of the Grant Date, if anyand (iii) one-third of the RSUs ( _______ units) shall vest on the third anniversary of the Grant Date (each such anniversary, a “Vesting Date”); provided, in each case, that the Total Enterprise Value equals Participant has not incurred a termination of employment prior to such date, except as provided in Section 2(b) or exceeds 2(c) below. (b) In the Second TEV Threshold, provided event of a termination of the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service Participant’s employment as a result of the Participant’s death or Total and Permanent Disability. In addition, Disability (as defined in the event that (i) Employment Agreement), a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event pro rata portion of the Participant’s Termination unvested RSUs shall automatically vest, determined by multiplying the total number of Service RSUs awarded hereunder by a fraction, the numerator of which is the number of whole months elapsed from the Grant Date until the date of such termination, and the denominator of which is 36 (reduced by the number of RSUs that had vested prior to such termination date), and the remainder of such RSUs shall be forfeited. (c) In the event of a termination of the Participant’s employment by the Company without CauseCause or by the Participant for Good Reason (each as defined in the Employment Agreement), all unvested RSUs granted hereunder shall automatically vest as of the unvested Awarded Shares shall remain outstanding for date of the Participant’s termination of employment, provided, however, that the Participant has timely executed, and not revoked, a period fully effective release of one (1) year following such Termination of Service and shall remain eligible for vesting claims in accordance with this the terms of the Employment Agreement. (d) Except as provided in Section 3; provided2(b) or 2(c), that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service there shall be immediately forfeited no proportionate or partial vesting in the periods prior to the applicable Vesting Dates and all vesting shall cease to be outstandingoccur only on the appropriate Vesting Date.

Vesting. Except The term “vest” as specifically provided in this Agreement and subject used herein with respect to certain any share of Restricted Stock means the lapsing of the restrictions and conditions set forth in the Plandescribed herein with respect to such share. Unless earlier terminated, forfeited, relinquished or expired, the Awarded Shares Restricted Stock shall vest as follows: a. Fifty (a) One hundred percent (50100%) of the Awarded Shares Restricted Stock shall vest on the first anniversary of the Date of Grant, provided that, through such vesting date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that Grantee has (i) a Change remained in Control occurscontinuous Employment as President – Merchandising and Supply Chain (such employment, “Qualifying Service”) and (ii) this Agreement is has not assumed by breached the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change covenants set forth in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in Section 11 herein. (b) In the event of the ParticipantGrantee’s Termination of Qualifying Service is terminated by the Company without Cause, a “Qualifying Termination”): (x) if such Qualifying Termination occurs before [current quarter end date], a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the current fiscal quarter of the Company (each, a “Fiscal Quarter”)), will vest in full on the date of the Grantee’s Qualifying Termination and the remainder of the Restricted Stock award granted to the Grantee hereunder will be forfeited on the date of the Grantee’s Qualifying Termination; and (y) if such Qualifying Termination occurs on or after [current quarter end date], any unvested Awarded Shares shall shares of Restricted Stock that are outstanding as of immediately prior to the Qualifying Termination will vest in full on the date of the Grantee’s Qualifying Termination. (c) In the event the Grantee’s Qualifying Service terminates for any reason other than a Qualifying Termination (a “Non-Qualifying Termination”): (x) if such Non-Qualifying Termination occurs before [current quarter end date], a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service current Fiscal Quarter), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of (d) In the event (i) the Restricted Stock (or any portion thereof) is outstanding as of immediately prior to a Change of Control and the Administrator provides for the assumption or continuation of, or the substitution of a period of one substantially equivalent award for, the Restricted Stock (1or any portion thereof) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested 7(a)(i) of the Plan (the “Rollover Award”) and (ii) the Grantee’s Employment is terminated by the Company (or its successor) without Cause within the one twelve (112) year period immediately months following such Termination the Change of Service shall be immediately forfeited and shall cease Control, the Rollover Award to be outstandingthe extent still outstanding will vest in full on the date of the Grantee’s termination of Employment.

Vesting. Except (a) Unless vesting is accelerated pursuant to paragraphs 6 or 9 hereof, the Director’s rights to receive the Deferred Shares, as specifically provided in well as any OMNOVA common stock accumulated pursuant to the dividend reinvestment feature under paragraph 3 of this Agreement Agreement, shall vest irrevocably, and subject to certain restrictions the Deferral Period shall terminate, upon the later of (x) one year following the Date of Grant and conditions set forth (y) the Director’s Separation from Service with the Board; provided, however, that if the Director’s Separation from Service with the Board occurs on or before June 30th in the Plansame calendar year as the Date of Grant, the Awarded Shares shall vest as follows: a. Fifty percent (50%) then one-half of the Awarded Deferred Shares will be forfeited and Director shall vest on only be entitled to receive the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) remaining one-half of the Awarded Deferred Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that dateupon vesting. Notwithstanding the foregoing, all Awarded (i) in the event the nonemployee Director has become an employee of the Company after the date of this Agreement (but is not a “key employee” as defined below), the Deferred Shares shall not previously vested shall immediately become vested in full upon a Termination be issued until the later of (x) one year following the Date of Grant, (y) the date of the Director’s Separation from Service with the Board, or (z) the date of the Director’s Separation from Service as a result an employee of the Participant’s death or Total Company; and Permanent Disability. In addition, (ii) in the event that the Director is a key employee, as defined under Code § 416(i), as of the date of the Director’s Separation from Service with the Board, the Director’s rights to receive the Deferred Shares, as well as any OMNOVA common stock accumulated pursuant to the dividend reinvestment feature under paragraph 3 of this Agreement, shall vest irrevocably upon the date that is 6 months following the later of (iA) a Change the Director’s Separation from Service with the Board, or (B) the Director’s Separation from Service with the Company as an employee (as determined under paragraph 5 of this Agreement); provided that in Control occursno event shall the Director’s rights to receive the Deferred Shares vest sooner than one year following the Date of Grant. (b) For purposes of this Agreement, and (ii) this Agreement is not assumed by in accordance with Code § 409A, the surviving corporation or its parent, or Director’s “Separation from Service with the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to Board” shall occur upon the effective date of such Change in Controlthe Director’s termination of membership on the Board. For purposes of this Agreement, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; providedCode § 409A, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Director’s “Separation from Service with the Company as an employee” shall be immediately forfeited and shall cease to be outstandinghave the same meaning as “separation from service” as defined in Treas. Reg. § 1.409A-1(h)(1).

Vesting. Except as specifically provided in this Agreement and subject (a) Subject to certain restrictions all of the terms and conditions set forth of all subsections of this Section 3, the Restricted Stock shall become Vested Restricted Stock as follows: 10,000 shares shall become Vested Restricted Stock based on Participant’s Continuous Service through January 9, 2028. (b) In the event that the Participant’s employment is terminated as a result of death or Disability, the Participant shall vest in the PlanRestricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. (c) In the event the Participant’s employment terminates as a result of his/her retirement as approved by the Board of Directors of the Company, the Awarded Shares Participant shall vest in the Restricted Stock with such vesting occurring as follows: a. Fifty percent (50%) of the Awarded Shares day before the termination of employment and no portion of the Restricted Stock shall vest on be Unvested Restricted Stock. (d) In the first date, if any, that event the Total Enterprise Value equals or exceeds Participant’s employment is terminated by the First TEV Threshold, provided the Participant is employed by (Company without Cause or if the Participant terminates his/her employment with Good Reason, the Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. (e) In the event there is a Contractor or an Outside DirectorChange in Control, is providing services to) as defined in the Company or a Subsidiary on that datePerformance Plan, then the Participant shall vest in the Restricted Stock as of the effective date of any such Change in Control. b. Fifty percent (50%f) of In the Awarded Shares shall vest on event the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant Participant’s employment is employed by (terminated for Cause or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoingterminates his/her employment without Good Reason, all Awarded Shares not previously vested Unvested Restricted Stock shall immediately become vested and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (g) Except as is provided in full upon a Termination of Service as a result Section 9 of the Participant’s death or Total and Permanent Disability. In additionPerformance Plan, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior any adjustment to the effective date an award of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein Restricted Stock pursuant to the contrary, in the event Section 9 of the Participant’s Termination Performance Plan shall not change the ratio of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease Unvested Restricted Stock to be outstandingVested Restricted Stock.

Vesting. (a) Except as specifically provided set forth in subsections (b), (c) and (d) below, the Restricted Stock shall become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest ) as follows: a. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or follows if the Participant is a Contractor or an Outside Director, is providing services to) has been continuously employed by the Company until such date: October 1, 2007 30,000 October 1, 2008 30,000 October 1, 2009 30,000 October 1, 2010 30,000 October 1, 2011 30,000 There shall be no proportionate or a Subsidiary partial vesting in the periods prior to the applicable vesting dates and all vesting shall occur only on that the appropriate vesting date. b. Fifty percent (50%b) of Upon the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals death or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result Disability of the Participant’s death or Total , all of the Restricted Stock shall become vested and Permanent Disability. cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan). (c) In addition, in the event that (i) the Participant resigns for “Good Reason” or incurs a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without “Cause” (as such terms are defined in the letter agreement between the Company and the Participant dated August 21, 2006) , other than as set forth in Section 2(e)(ii) below, the lesser of (i) Thirty Thousand (30,000) shares of Restricted Stock or (ii) the remaining unvested Awarded Shares shares of Restricted Stock, shall become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan). Any remaining unvested shares of Restricted Stock that could vest pursuant to Section 2(e)(i) below shall remain outstanding for a period of one three (13) year months following the date of such Termination termination, provided that such shares of Service and Restricted Stock shall remain eligible for vesting only vest in accordance with this Section 3; provided2(e)(i) below. (d) In the event of a Change in Control in which (i) the holders of the Company’s outstanding Common Stock receive only cash in exchange for such Common Stock or (ii) the Company is privatized and the Common Stock is no longer traded on a national securities exchange or the Nasdaq Stock Market, that any Awarded Shares that do not Inc., then all of the Restricted Stock shall, immediately prior to such Change in Control, become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingRestricted Stock (but shall remain subject to the other terms of this Agreement and the Plan). (e) In the event of any other Change in Control not covered under Section 2(d), all of the Restricted Stock shall immediately become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan) upon (i) such Change in Control if such Change in Control occurs within three (3) months following any resignation by the Participant for Good Reason or a termination of the Participant’s service by the Company (or the successor thereto) without Cause, or (ii) any resignation by the Participant for Good Reason or termination of the Participant’s service by the Company (or the successor thereto) without Cause occurring eighteen (18) months after such Change in Control.

Vesting. Except (a) Subject to (b) and (c) below, the interest of the Employee in the Stock Option shall vest 25 percent on each of the first, second, third, and fourth anniversaries of the Grant Date, conditioned upon the Employee’s continued employment with the Company or an Affiliated Employer as specifically provided in this Agreement and subject to certain restrictions and conditions of each vesting date. In the event of the Employee’s Termination of Employment with the Company or an Affiliated Employer for any reason other than as set forth in (b) or (c), unvested Units shall be forfeited. A transfer of Employee’s employment among the Plan, Company and any Affiliated Employer shall not be treated as a Termination of Employment hereunder. (b) In the Awarded Shares shall vest as follows: a. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, event that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) Employee’s employment with the Company or a Subsidiary on that date. b. Fifty percent (50%) an Affiliated Employer terminates by reason of the Awarded Shares Employee’s death after the grant, 100 percent of the Employee’s interest in the Stock Option shall vest on and become immediately exercisable. In the first date, if any, that event of the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) Employee’s Termination of Employment with the Company or a Subsidiary on that date. Notwithstanding an Affiliated Employer due to Disability or Retirement seven months or longer after the foregoingGrant Date, all Awarded Shares not previously vested the Employee’s interest in the Stock Option shall immediately continue to vest and become vested in full upon a exercisable as if there was no Termination of Service as a result Employment. (c) In the event of the ParticipantEmployee’s death Termination of Employment with the Company or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parentan Affiliated Employer, or the surviving corporation successor thereto, without Cause six months preceding or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such two years following a Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to 100 percent of the contrary, Employee’s then unvested interest in the event Stock Option shall vest upon the later of the ParticipantEmployee’s Termination of Service by termination date or the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting Change in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingControl.

Vesting. Except as specifically provided in (a) The Performance Units shall have a three-year performance period, consisting of the Company’s fiscal years 2008, 2009 and 2010 (the “Performance Period”), at the end of which the Performance Units will be valued pursuant to section 3(a) of this Agreement agreement and subject paid, if they vest, or cancelled, if they do not vest. For the Performance Units to certain restrictions and conditions set forth in the Planvest, the Awarded Shares Company must pay to its shareholders a dividend of at least $.85 per share in each fiscal quarter during the period commencing on the Date of Grant and ending on December 31, 2010 (the “Threshold Requirement”), unless the Company’s Board of Directors specifically approves the noncancellation of the Performance Units upon the declaration of a quarterly dividend of less than $.85 per share (except that in no event shall vest as follows: a. Fifty percent (50%the Company’s Board of Directors have the authority to approve the noncancellation of the Performance Units for any grantee who is a “Covered Employee” within the meaning of 162(m) of the Awarded Shares shall vest on Internal Revenue Code). In the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) event the Company fails to satisfy the Threshold Requirement, and the Company’s Board of Directors does not or a Subsidiary on that datecannot approve the noncancellation of the Performance Units, the Performance Units shall be cancelled. b. Fifty percent (50%b) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein in Section 2(a) to the contrary, in the event of (i) the ParticipantGrantee’s death, (ii) the Grantee’s Permanent Disability (as defined in the Company’s Long-Term Disability Plan), (iii) the Grantee’s voluntary termination of employment, including retirement, or (iv) the Grantee’s involuntary Termination of Employment without Cause (as such terms are defined in Section 5 of this Agreement), the Performance Units shall vest, if not cancelled during the Performance Period due to the Company’s failure to meet the Threshold Requirement. Such award shall be paid as soon as practicable following the close of the Company’s books at the end of the Performance Period, and in any event no later than March 15, 2011, and each Performance Unit shall have a Payment Value as set forth in Section 3 (a) of this Agreement. (c) Notwithstanding anything in Section 2(a) to the contrary, in the event of a Change of Control (as defined in the Plan), the number of Performance Units which shall vest, if not cancelled prior to the Change of Control due to the Company’s failure to meet the Threshold Requirement, shall be equal to the product of (i) the original number of Performance Units granted to the Grantee under this Agreement and (ii) a fraction, the numerator of which shall be the number days in the Performance Period before the date of the Change of Control, and the denominator of which shall be the total number of days in the Performance Period. Such prorated award shall be paid as soon as practicable after the Change of Control, and in any event no later than March 15 after the end of the year in which the Change of Control occurs, and each Performance Unit shall have a Payment Value as set forth in section 3(b) of this Agreement. (d) Upon the Grantee’s Termination of Service Employment for Cause (as such terms are defined in Section 5 of this Agreement) prior to the end of a Performance Period, all of the Grantee’s Performance Units shall be cancelled. (e) Notwithstanding anything to the contrary contained in this Section 2 or in any other Section of this Agreement, if the Grantee has a written employment or severance agreement with the Company or one of its subsidiaries, and such other agreement contains provisions relating to the vesting by the Company Grantee in the Performance Units or the right of the Grantee to receive the Payment Value (as defined below) (including, without Causelimitation, vesting provisions upon the unvested Awarded Shares termination of employment of the Grantee), and such provisions are different than the comparable provisions of this Agreement, then the provisions of such other agreement shall remain outstanding for a period of one (1) year following such Termination of Service govern and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingcontrol.

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares This Warrant shall vest as follows: a. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or in an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that amount equal to (i) a Change in Control occurs, 2,666 shares on the Initial Exercise Date and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one 5,334 shares over (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within 8) quarterly periods beginning on the one (1) year period anniversary of the Initial Exercise Date and ending on the three (3) year anniversary of the Initial Exercise Date, so long as Holder continues to services to the Company as a consultant or employee. In the event Holder ceases to provide such services to the Company, any portion of this Warrant which is not yet vested shall immediately following terminate and not be exercisable. Notwithstanding the vesting provisions contained in this Section 2(f), in the event that there is a “Change of Control” of the Company, any unvested portion of this Warrant will immediately vest in full. For purposes of this Warrant, “Change of Control” means (i) a sale of all or substantially all of the Company’s assets other than to an Excluded Entity (as defined below), (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, limited liability company or other entity other than an Excluded Entity, or (iii) the consummation of a transaction, or series of related transactions, in which any “person” (as such Termination term is used in Sections 13(d) and 14(d) of Service the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of all of the Company’s then outstanding voting securities. Notwithstanding the foregoing, a transaction shall not constitute a Change of Control if its primary purpose is to (A) change the jurisdiction of the Company’s incorporation, (B) create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities immediately forfeited and shall cease before such transaction, or (C) obtain funding for the Company in a financing that is approved by the Company’s Board. An “Excluded Entity” means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be outstanding.cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction

Vesting. Except as specifically provided (a) The Restricted Stock Units shall become vested and nonforfeitable on the Vesting Date set out in this Agreement and subject to certain restrictions and conditions set forth Award Agreement, provided that the Grantee remains in the Plancontinuous employment or other service of the Company and its Subsidiaries through the Vesting Date, except as otherwise provided herein. (b) Notwithstanding Section 2(a), if the Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the Vesting Date as a result of the Grantee’s (i) death, (ii) Disability, or (iii) Retirement (defined as the Grantee’s voluntary termination of employment, with the consent of the Administrator (or the Administrator’s delegate) at or after age 60 with at least five years of service with the Company and its Subsidiaries), a pro rata portion of the Restricted Stock Units shall become vested, determined by multiplying the number of Restricted Stock Units credited to the Grantee’s account on the date of termination by a fraction, the Awarded Shares shall vest as followsnumerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date of the Restricted Stock Units and the denominator of which is the number of days from the Grant Date to the Vesting Date of the Restricted Stock Units. (c) In the event of a Change in Control prior to the Vesting Date: a. Fifty percent (50%i) If the Restricted Stock Units are honored, assumed or substituted in the form of an Alternative Award, and the Awarded Shares shall vest on Grantee’s continuous employment or other service with the first date, if any, that Company and its Subsidiaries is terminated after the Total Enterprise Value equals or exceeds Change in Control and prior to the First TEV Threshold, provided the Participant is employed Vesting Date (A) by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent without Cause, or (50%B) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant Grantee is covered by a Contractor severance plan, employment agreement or an Outside Director, is providing services to) offer letter with the Company or a Subsidiary on that date. Notwithstanding provides for severance benefits in the foregoingevent of a termination by the Grantee for Good Reason, all Awarded Shares by the Grantee for Good Reason, then the Restricted Stock Units, to the extent not previously vested shall immediately become vested or forfeited, will vest in full full, without pro ration, effective upon a Termination of Service as a result such termination of the ParticipantGrantee’s death or Total employment with the Company and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and its Subsidiaries. (ii) this Agreement is If the Restricted Stock Units are not honored, assumed by or substituted in the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted sharesform of an Alternative Award, then immediately prior to the Restricted Stock Units will vest in full, without pro ration, effective date of upon such Change in Control. (d) For purposes of this Section 2, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event continuous employment or other service of the Participant’s Termination of Service by Grantee with the Company without Causeand its Subsidiaries shall not be deemed to have been interrupted, and the unvested Awarded Shares Grantee shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease deemed to have ceased to be outstandingan Employee of the Company and its Subsidiaries, by reason of the transfer of his or her employment or other service among the Company and its Subsidiaries.

Vesting. Except 5.1 The RSUs with respect to ______________3 Common Shares will vest in substantially equal installments of 25% on each of the first four anniversaries of March 15 of the year of grant (each such anniversary, a “Vesting Date”), subject to Executive continuing to be Employed through each such Vesting Date except as specifically otherwise provided in this Agreement and subject to certain restrictions and conditions set forth in the PlanSection 5.1 (such RSUs, the Awarded Shares “Time-Based RSUs”). For clarification purposes, the Time-Based RSUs granted pursuant to this Agreement shall vest as follows: a. Fifty percent (50%) of the Awarded Shares shall vest have vested in full on the first dateMarch 15, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date202[2][3][4]. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, (i) in the event the Board determines that (i) Executive will no longer serve as the Chief Executive Officer under the terms of the Employment Agreement and, as a Change in Control occursresult, Executive ceases to be Employed prior to the occurrence of one or more Vesting Dates applicable to the Time-Based RSUs, and (ii) this Agreement is not assumed the Board determines in its sole discretion that as of the date Executive ceases to be Employed (A) the Company has hired a new Chief Executive 2 The number of Common Shares underlying each grant will be equal to five million dollars ($5,000,000) divided by the surviving corporation or then-current fair market value of a Common Share on the date of grant, as determined by the Board of Directors in good faith. 3 75% of the total grant. Officer, and (B) Executive has provided a transition plan and such assistance to the Company and such new Chief Executive Officer as the Board in its parentreasonable, or good faith discretion believes is necessary and appropriate to ensure a smooth transition of the surviving corporation or its parent does role (a “Qualifying Resignation”), the Time-Based RSUs for which a Vesting Date has not substitute its own restricted sharesotherwise occurred will become vested as of the date Executive ceases to be Employed (such date, then with respect to such RSUs, also a “Vesting Date”); provided, that with respect to any Time-Based RSUs granted within the twelve (12) months immediately prior to the effective date Executive ceases to be Employed, only a pro rata portion of such Change in Control, all Awarded Shares not previously Time-Based RSUs will become vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided5.1, that any Awarded Shares that do not become vested within which portion is equal to the one number of months in which Executive was employed during the four (14) year vesting period immediately applicable to such Time-Based RSUs divided by forty-eight (48). Following the occurrence of a Change in Control or a Liquidity Event, in either case in the event the Majority Stockholder as of the date of December 19, 2017 ceases to hold or have the right to appoint or elect a majority of the seats on the Board, for purposes of making the determination under prong (ii) as to whether a Qualifying Resignation has occurred in accordance with the above, without otherwise limiting the foregoing, following Executive’s notice to the Board of his desire to step down from the role of Chief Executive Officer, Executive shall propose such Termination candidates for the role as Executive deems appropriate and the Board shall take (or have taken) all commercially reasonable efforts to accommodate Executive’s request to step down from the role of Service Chief Executive Officer within a reasonable period of time following notice thereof, and shall consider (or have considered) any reasonable candidate(s) for the role of Chief Executive Officer in good faith (it being understood that the decision to and whom to appoint as a new Chief Executive Officer shall continue to be made by the Board in its sole discretion). 5.2 The RSUs with respect to ______________4 Common Shares will vest only upon the occurrence of a Liquidity Event, as defined below, in which the Majority Stockholder achieves a Net MoM of 2.0, subject to Executive continuing to be Employed through such Liquidity Event (such occurrence, also a “Vesting Date”). 5.3 Any portion of the RSUs that does not vest in accordance with this Section 5 shall be immediately automatically forfeited and shall cease to be outstandingby Executive.

Vesting. Except as specifically provided in this Agreement (i) The IH1 Vested Shares, IH2 Vested Shares, IH3 Vested Shares, IH4 Vested Shares, IH5 Vested Shares and IH6 Vested Shares shall not be subject to certain restrictions any vesting conditions. (ii) The Unvested Restricted Shares shall vest and conditions become Vested Shares, with respect to (i) the IH1 Unvested Restricted Shares, in accordance with Schedule A, (ii) the IH2 Unvested Restricted Shares, in accordance with Schedule B, (iii) the IH3 Unvested Restricted Shares, in accordance with Schedule C, (iv) the IH4 Unvested Restricted Shares, in accordance with Schedule D, (v) the IH5 Unvested Restricted Shares, in accordance with Schedule E and (vi) the IH6 Unvested Restricted Shares, in accordance with Schedule F, in the case of each of Schedules A through F, as attached hereto. To the extent the number of Unvested Restricted Shares is not evenly divisible by the number of vesting dates set forth in the Planapplicable Schedule, the Awarded vesting installments shall be as equal as possible with the smaller installments vesting first. (iii) If the Participant’s employment with the Company and its Subsidiaries is terminated at any time, all Unvested Restricted Shares shall vest as follows: a. Fifty percent automatically and immediately be forfeited and canceled (50%) after giving effect to any acceleration of the Awarded Shares shall vest on the first datevesting or other applicable terms set forth in Schedules A through F attached hereto). In addition, if any, that (x) the Total Enterprise Value equals Participant’s employment with the Company and its Subsidiaries is terminated by the Company for Cause or exceeds the First TEV Threshold, provided (y) the Participant is employed by (or if the Participant is resigns at a Contractor or an Outside Director, is providing services to) the Company or time when grounds for a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result termination of the Participant’s death or Total and Permanent Disability. In additionemployment for Cause existed, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Causeeither case, the unvested Awarded Participant shall forfeit any Vested Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingno consideration.

Vesting. Except The Restricted Stock Units shall vest in installments, and the right to receive shares of Common Stock pursuant to the Restricted Stock Units shall be based upon the Grantee’s “Continuous Service” (as specifically provided in this Agreement defined below) to the Company and subject to certain restrictions and conditions the achievement by the Company of the performance milestones set forth in the Plan, the Awarded Shares below. The Restricted Stock Units shall vest as follows: a. Fifty (a) If the Company achieves all of the performance objectives set forth on Exhibit A attached hereto for the twelve month period ending December 31, 2015, then eighty percent (5080%) of the Awarded Shares Restricted Stock Units shall vest effective as of December 31, 2015, provided that the Grantee shall have provided Continuous Service to the Company through December 31, 2015. (b) If the Company achieves all of the performance objectives set forth on Exhibit A attached hereto for the first datetwelve month period ending December 31, 2016, then one hundred percent (100%) of the remaining unvested Restricted Stock Units shall vest effective as of December 31, 2016, provided that the Grantee shall have provided Continuous Service to the Company through December 31, 2016. (c) No additional Restricted Stock Units shall vest after the date of termination of Optionee’s “Continuous Service” (as defined below). (d) As used herein, the term “Continuous Service” means (i) employment by either the Company or any parent or subsidiary corporation of the Company, or by any successor entity following a Change in Control, which is uninterrupted except for vacations, illness, or leaves of absence which are approved in writing by the Company or any of such other employer corporations, if anyapplicable, that or (ii) service as a member of the Total Enterprise Value equals or exceeds Board of Directors of the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside DirectorCompany until ▇▇▇▇▇▇▇ resigns, is providing services to) removed from office, or Grantee’s term of office expires and he or she is not reelected. The Grantee’s Continuous Service shall not terminate merely because of a change in the capacity in which the Grantee renders service to the Company or a Subsidiary on that date. b. Fifty percent corporation or subsidiary corporation described in clause (50%i) above. For example, a change in the Grantee’s status from an employee to a Non-Employee Director will not constitute an interruption of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV ThresholdGrantee’s Continuous Service, provided there is no interruption in the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that dateGrantee’s performance of such services. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon for any employee of a Termination of Service as a result subsidiary of the ParticipantCompany located outside the United States, such employee’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Continuous Service shall be immediately forfeited and shall cease deemed terminated upon the commencement of such employee’s “garden leave period,” “notice period,” or other similar period where such employee is being compensated by such subsidiary but not actively providing service to be outstandingsuch subsidiary.

Vesting. Except The Restricted Units shall vest and become “Vested Units” as specifically and to the extent provided for in this Agreement and subject Section 3. (a) Subject to certain restrictions and conditions set forth in the Plansubsections (b) through (d) of this Section 3, the Awarded Shares Restricted Units granted hereunder shall vest become Vested Units as follows: a. Fifty percent (50%i) [1/36th] [1/4th] of the Awarded Shares Restricted Units on and after [DATE] (the “Initial Vesting Date”); and (ii) an additional [1/36th] [1/48th] of the Restricted Units on and after each monthly anniversary of the Initial Vesting Date thereafter; provided that any Restricted Units granted hereunder that are not Vested Units immediately prior to the date of a Company Sale (as defined in the LLC Agreement) shall vest on become Vested Units upon the first datedate of a Company Sale. (b) For purposes of this Section 3, if any“Cause” (A) shall mean with respect to any Person that is engaged under, that or party to, a written employment, services or equity incentive agreement with the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by Company (or if any Subsidiary) which includes a definition of “for cause” or “Cause”, shall be as defined in such agreement and otherwise, (B) shall mean (i) the Participant is Grantee’s (A) plea of guilty or nolo contendere to, or indictment for, any felony or (B) conviction of a Contractor crime involving moral turpitude that has had or an Outside Director, is providing services to) could reasonably be expected to have a material adverse effect on the Company or a Subsidiary on that date. b. Fifty percent any of its Subsidiaries (50%collectively, the “Company Group”), (ii) the Grantee’s commitment of an act of fraud, embezzlement, misappropriation or breach of fiduciary duty against any member of the Awarded Shares shall vest on Company Group, (iii) the first dateGrantee’s failure for any reason after ten (10) days written notice thereof to correct or cease any refusal or willful failure to comply with the lawful, if any, that reasonably appropriate requirement of the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by Company (or if any Subsidiary), as communicated by the Participant is a Contractor or an Outside Director, is providing services to) Chief Executive Officer of the Company or a Subsidiary on the Board in writing, (iv) the Grantee’s chronic absence from work other than for medical reasons, (v) the Grantee’s use of illegal drugs that date. Notwithstanding has materially affected the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result performance of the ParticipantGrantee’s death duties, (vi) gross negligence or Total willful misconduct in the Grantee’s duties that has caused substantial injury to the Company (or any Subsidiary), or (vii) the Grantee’s breach of any material provision under this Award or any employment, independent contractor other agreement with respect to the Grantee’s Service Relationship, any agreement regarding confidentiality or assignment of intellectual rights to the Company (or any Subsidiary) in connection with such Service Relationship (each, a “Service Relationship Agreement”). For the avoidance of doubt, the occurrence of any event described in subsections (i) and Permanent Disability. (ii) above shall be deemed to be incurable by the Grantee. (c) In addition, in the event that (i) the Grantee’s Service Relationship is terminated by the Company (or any Subsidiary) for Cause, (ii) the Grantee violates the terms of this Award, the LLC Agreement or any other Service Relationship Agreement (any such event described in the foregoing clauses (i) or (ii) hereof, a Change “Termination Event”), then in Control occurssuch event (A) the Grantee shall automatically, and without any action being required on the part of the Company, forfeit that portion of the Restricted Units which are not at such time Vested Units and (B) for a period of four (4) months from the date of such Termination Event, the Company shall have the option to purchase all or part the Restricted Units which are Vested Units, at a price per Unit equal to $0.00. The Grantee hereby acknowledges that, inasmuch as the calculation of the actual damages that would be sustained by the Company as a result of a Termination Event would be difficult, if not impossible, to ascertain, estimate or determine, the forfeiture and/or repurchase of the Restricted Units pursuant to this Section 3(c) shall constitute liquidated damages in a reasonable amount for the harm caused by such Termination Event. The Grantee agrees that any such forfeiture and/or repurchase of the Restricted Units is compensation for damages and not a penalty. (d) In the event that the Grantee’s Service Relationship is terminated (i) by the Company (or any Subsidiary) without Cause, (ii) due to the death or disability of the Grantee, or (iii) as a result of retirement or resignation of the Grantee for any reason whatsoever, then in such event (A) the Grantee shall automatically, and without any action being required on the part of the Company, forfeit that portion of the Restricted Units which are not at such time Vested Units and (B) for a period of four (4) months from the date of such event, the Company shall have the option to purchase all or part of the Restricted Units which are Vested Units, at a price per Unit equal to the Unit Fair Market Value of such Unit (as defined in the LLC Agreement). If within three (3) months following the termination of the Grantee’s Service Relationship in accordance with Section 3(d)(i) or (ii) a Company Sale is consummated, (i) any portion of the Restricted Units which at the time of such termination were not Vested Units and would have become Vested Units upon, or immediately prior to, consummation of the Company Sale had the Grantee’s Service Relationship not been terminated shall automatically be deemed Vested Units and the Grantee shall be entitled to receive consideration with respect to such Vested Units in connection with such Company Sale and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by extent the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting previously exercised its repurchase right in accordance with this Section 3; provided3(d), that any Awarded Shares that do the Company shall pay to the Grantee the difference, if any, between the repurchase price paid to the Grantee and the amount the Grantee would have received for his or her Vested Units upon the Company Sale if the Company had not become vested within exercised its repurchase right. Notwithstanding the one foregoing, the repurchase right in this Section 3(d) shall terminate on the earlier to occur of (1i) year period immediately following such Termination a Company Sale or (ii) a Qualified Public Offering. If the Company elects to repurchase Vested Units from the Grantee pursuant to Section 3(c) or 3(d) hereof, the Company shall deliver written notice of Service its election to the Grantee (a “Repurchase Notice”). The Repurchase Notice shall be immediately forfeited and shall cease set forth the number of Vested Units to be outstandingacquired from the Grantee, the aggregate consideration to be paid for such Vested Units, and the time and place for the closing of the transaction. The closing of the purchase of the Vested Units pursuant to the Repurchase Notice shall take place on the date designated by the Company in the Repurchase Notice. The Company may pay for the Vested Units to be purchased pursuant to the Repurchase Notice, at its election, by (i) check, or (ii) wire transfer of immediately available funds. In connection with any such purchase of Vested Units, the Company will be entitled to receive customary representations and warranties from the Grantee regarding the valid ownership of such Units, free of all liens and encumbrances (other than those arising under applicable securities Laws), and the Grantee’s authority, power and right to sell such Units without violating any other agreement.

Vesting. Except as specifically provided (c) All of the Class B Shares corresponding to the LILAB Unrestricted Share Award shall be fully vested on the Grant Date (such date being a Vesting Date). (d) Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 5 of this Agreement or Section 11.1(b) of the Plan and subject to certain restrictions Section 4(d) and conditions set forth in the Planforfeiture provisions of this Agreement, the Awarded Shares Earned Performance Share Units corresponding to the LILAB PSU Award shall vest as follows:become vested in accordance with the following schedule (each date specified below being a Vesting Date): a. Fifty percent (50%i) On March 15, 2023, 37.5% of the Awarded Shares Earned Performance Share Units shall vest on become vested (the first date“2023 LILAB PSUs”); and (ii) On March 15, if any2024, 62.5% of the Earned Performance Share Units shall become vested (the “2024 LILAB PSUs”). (e) On each Vesting Date, subject to the satisfaction of any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Earned Performance Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that dateEarned Performance Share Units related thereto shall have become vested in accordance with this Agreement. b. Fifty percent (50%f) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares if the Grantee is suspended (with or without compensation) or is otherwise not previously vested shall immediately become vested in full upon a Termination of Service good standing with the Company or any Subsidiary as a result determined by the Company’s Chief Legal Officer due to an alleged violation of the ParticipantCompany’s death Code of Business Conduct, applicable law or Total and Permanent Disability. In additionother misconduct (a “Suspension Event”), in the event that Company has the right to suspend the vesting of the Earned Performance Share Units until the day after the Company (i) a Change in Control occurs, and (ii) this Agreement is not assumed as determined by the surviving corporation Chief Legal Officer or its parenthis/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately “Recovery Date”). If the Suspension Event has occurred and prior to the effective Recovery Date, the Grantee dies, is disabled or is terminated without Cause or terminates for Good Reason, then the provisions of Sections 4(a), 4(b), 4(c) and Section 5 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 Earned Performance Share Units will be terminated without any further vesting after the date of such Change in Controlthe Suspension Event, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service unless otherwise agreed by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingCompany.

Vesting. Except The term “vest” as specifically provided in this Agreement and subject used herein with respect to certain any share of Restricted Stock means the lapsing of the restrictions and conditions set forth in the Plandescribed herein with respect to such share. Unless earlier terminated, forfeited, relinquished or expired, the Awarded Shares Restricted Stock shall vest as follows: a. Fifty (a) Twelve and a half percent (5012.5%) of the Awarded Shares Restricted Stock shall vest on each three (3) month anniversary of the first Date of Grant, provided that, through each such vesting date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services toi) the Company Grantee has remained in continuous Employment either (x) as interim Chief Executive Officer pursuant to the offer letter agreement between the Grantee, Michaels Stores, Inc. and the Company, made and entered into as of February 28, 2019 (the “Offer Letter”), or (y) through his service as a Subsidiary on that datemember of the Company’s board of directors (the “Board”) (each of clauses (x) and (y), “Qualifying Service”) and (ii) has not breached the covenants set forth in Section 11 herein. b. Fifty (b) In the event (i) the Grantee’s Employment as interim Chief Executive Officer pursuant to the Offer Letter is terminated by the Company without Cause prior to the appointment of a new Chief Executive Officer of the Company, (ii) the Grantee’s service on the Board is terminated without Cause, or (iii) the Grantee is not re-elected to the Board and circumstances constituting Cause do not exist (each of clauses (i), (ii), and (iii), a “Qualifying Termination”): (x) if such Qualifying Termination occurs before May 28, 2019, a pro-rata portion of the initial twelve and a half percent (5012.5%) of the Awarded Shares shall Restricted Stock eligible to vest (based on the first datenumber of days the Grantee has provided Qualifying Service in the three (3) months between the Date of Grant and May 28, 2019), will vest in full on the date of the Grantee’s Qualifying Termination and the remainder of the Restricted Stock award granted to the Grantee hereunder will be forfeited on the date of the Grantee’s Qualifying Termination; and (y) if anysuch Qualifying Termination occurs on or after May 28, 2019, any unvested shares of Restricted Stock that are outstanding as of immediately prior to the Total Enterprise Value equals Qualifying Termination will vest in full on the date of the Grantee’s Qualifying Termination. (c) In the event the Grantee’s Qualifying Service terminates for any reason other than a Qualifying Termination (a “Non-Qualifying Termination”): (x) if such Non-Qualifying Termination occurs before May 28, 2019, a pro-rata portion of the initial twelve and a half percent (12.5%) of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the three (3) months between the Date of Grant and May 28, 2019), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of the Restricted Stock will be forfeited on the date of Grantee’s Non-Qualifying Termination; and (y) if such Qualifying Termination occurs on or exceeds after May 28, 2019, any unvested shares of Restricted Stock that are outstanding as of immediately prior to the Second TEV ThresholdNon-Qualifying Termination, provided will vest according to the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that dateoriginal vesting schedule set forth in Section 3(a). Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event the Grantee breaches any of the restrictive covenants set forth in Section 11 below, the Grantee will immediately forfeit the unvested portion of the Restricted Stock award that the Grantee then holds. (d) In the event (i) the Restricted Stock (or any portion thereof) is outstanding as of immediately prior to a Change of Control and the Administrator provides for the assumption or continuation of, or the substitution of a substantially equivalent award for, the Restricted Stock (or any portion thereof) in Control occurs, accordance with Section 7(a)(i) of the Plan (the “Rollover Award”) and (ii) this Agreement the Grantee’s Employment is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service terminated by the Company (or its successor) without CauseCause within the twelve (12) months following the Change of Control, the unvested Awarded Shares shall remain Rollover Award to the extent still outstanding for a period will vest in full on the date of one (1) year following such Termination the Grantee’s termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingEmployment.

Vesting. Except as specifically provided in Subject to the terms and conditions of this Agreement, the Option granted pursuant to this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: a. Fifty to twenty-five percent (5025%) of the Awarded Option Shares shall vest subject thereto on each of the first datefirst, if anysecond, third and fourth anniversaries of the Grant Date (each a “Vesting Date”), provided that the Total Enterprise Value equals or exceeds Participant’s Termination Date has not occurred before the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that dateapplicable Vesting Date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested : (a) [Include for Grants in full upon a Termination of Service as a result of 2015 and 2016] if the Participant’s death or Total and Permanent Disability. In addition, Termination Date occurs prior to a Vesting Date due to a Qualifying Termination (as defined in the event Executive Employment Agreement between the Company and the Participant dated August 8, 2013 (the “Employment Agreement”)) and if the Release Requirements (as defined in the Employment Agreement) are satisfied as provided in Paragraph 4(b) of the Employment Agreement, then the Option shall immediately vest with respect to all Option Shares then subject thereto; (a) [Include for Grants in 2017 and Later] if the Participant’s Termination Date occurs prior to a Vesting Date due to a Qualifying and if the Release Requirements are satisfied as provided in paragraph 4(b) of the Employment Agreement, then the Option shall immediately vest with respect to all Option Shares then subject thereto; provided, however, that if the Participant’s Termination Date occurs at the end of the Term of the Employment Agreement pursuant to the last sentence of paragraph 2(a) thereof, this paragraph (a) shall not apply with respect to the Option or any of the Option Shares subject thereto; (b) if the Participant’s Termination Date occurs prior to a Vesting Date due to a Qualifying Termination and (i) on or within six (6) months prior to a Change in Control occursand at a time when the Company is a party to a letter of intent relating to transactions which, and (ii) this Agreement is not assumed by the surviving corporation or its parentif consummated, would constitute a Change in Control or the surviving corporation or its parent does not substitute its own restricted sharesCompany is in negotiations regarding a transaction which if consummated, then immediately prior to the effective date of such would constitute a Change in Control, (ii) within three (3) months prior to a Change in Control, or (iii) on or within two (2) years following a Change in Control, then the Option shall immediately vest with respect to all Awarded Option Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of then subject thereto; (c) if the Participant’s Termination of Service by Date due to death or Disability (as defined in the Company without CauseEmployment Agreement), the unvested Awarded Option shall immediately vest with respect to that number of Option Shares shall remain outstanding for subject to the Option that would have otherwise vested on a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within Vesting Date occurring during the one (1) year period following the Termination Date. Except as specifically provided above, any portion of the Option that is not vested upon the Participant’s Termination Date shall immediately following such Termination of Service expire and shall be immediately forfeited and the Participant shall cease have no further rights with respect thereto, including the right to be outstandingexercise the Option. The Participant may only exercise the Option with respect to Option Shares to the extent the Option is vested with respect to such Option Shares and if and to the extent that the Option is otherwise exercisable.

Vesting. Except (a) The restricted Common Shares generally will become cumulatively vested and transferable to the extent of ______ of such shares on _________, 20__; ______ of such shares on _________, 20__; and ______ of such shares on _________, 20__. (b) Upon the occurrence of a Change in Control of the Company (as specifically provided in defined below), all non-vested restricted Common Shares granted pursuant to this Agreement and subject to certain restrictions and conditions set forth in shall thereupon become fully vested. (c) In the Plan, event that the Awarded Shares shall vest as follows: a. Fifty percent Grantee’s employment by the Company (50%or any of its affiliates) ceases by reason of the Awarded Grantee’s death, disability (disability to be determined in accordance with the Company’s then applicable long-term disability insurance policy plan), or retirement (retirement to be determined in accordance with the then prevailing Company policy established by the Board), then all non-vested restricted Common Shares granted pursuant to this Agreement shall vest on thereupon become fully vested. (d) In the first date, if any, event that the Total Enterprise Value equals or exceeds Grantee’s employment by the First TEV Threshold, provided the Participant is employed by Company (or if the Participant any of its affiliates) is a Contractor or an Outside Director, is providing services to) terminated by the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if any of its affiliates) for Cause (as defined below), or by the Participant is a Contractor or an Outside DirectorGrantee for any reason other than the reasons addressed in Section 2(c), is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, then all Awarded non-vested restricted Common Shares not previously vested granted pursuant to this Agreement shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, thereupon be forfeited; in the event that the Grantee’s employment by the Company (ior any of its affiliates) a Change in Control occursis terminated by the Company (or any of its affiliates) other than for Cause, and (ii) then all non-vested restricted Common Shares granted pursuant to this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contraryThe parties acknowledge and agree that, in the event of a Change in Control of the Participant’s Termination Company, all non-vested restricted Common Shares granted pursuant to this agreement shall thereupon become fully vested, notwithstanding that the Grantee may resign in connection with the Change in Control of Service by the Company without Cause, upon such Change in Control of the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingCompany.

Vesting. Except as specifically provided in this Agreement and subject (a) Subject to certain restrictions and conditions set forth in the PlanParticipant’s continued employment with at least one of the Company, an Affiliate, the Awarded Manager or Sharpridge, the Restricted Shares shall vest and become nonforfeitable as follows: a. Fifty percent i. with respect to Restricted Shares (50%representing 15% of the Restricted Shares initially granted hereunder) on the first anniversary of the Date of Grant; ii. with respect to Restricted Shares (representing 15% of the Restricted Shares initially granted hereunder) on the second anniversary of the Date of Grant; iii. with respect to Restricted Shares (representing 20% of the Restricted Shares initially granted hereunder) on the third anniversary of the Date of Grant; iv. with respect to Restricted Shares (representing 20% of the Restricted Shares initially granted hereunder) on the fourth anniversary of the Date of Grant; and v. with respect to Restricted Shares (representing 30% of the Restricted Shares initially granted hereunder) on the fifth anniversary of the Date of Grant. (b) The Restricted Shares shall be forfeited by the Participant without consideration on the date on which the Participant ceases to be employed by at least one of the Company, an Affiliate, the Manager or Sharpridge, to the extent any such Restricted Shares are not vested on or before the cessation of such employment. (c) Notwithstanding any other provision of this Agreement to the contrary but subject to Section 9(b) of the Awarded Shares shall vest on the first datePlan, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded any Restricted Shares not previously forfeited or vested shall immediately become vested in full upon a Termination of Service as a result (i) on the date of the Participant’s death death, (ii) on the date that the Participant ceases to be employed by at least one of the Company, an Affiliate, the Manager or Total and Permanent Disability. In additionSharpridge on account of Disability (as defined below), in or (iii) on the event date that (i) a Change in Control occurs. (d) For purposes of this Agreement, and (ii) this Agreement is not assumed “employment” means service provided by the surviving corporation Participant as an officer, director or its parentemployee of the Company, an Affiliate, the Manager or Sharpridge. The Participant’s employment with the surviving corporation Company, an Affiliate, the Manager or its parent does Sharpridge shall not substitute its own restricted shares, then immediately prior be deemed to have ended if the Participant transfers from the employment or service of one such entity to the effective date employment or service of another such Change entity without an interruption in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingservice.

Vesting. 3.1 Except as specifically otherwise provided herein, provided that the Grantee remains in Continuous Service through the applicable vesting date, the Restricted Stock Units will vest in accordance with the following schedule: The last day of each calendar month beginning August 2013 20 % Once vested, the Restricted Stock Units become “Vested Units.” 3.2 Except as provided in this Agreement and subject to certain restrictions and conditions set forth in the Plannext sentence, if the Grantee’s Continuous Service terminates for any reason at any time before all of his or her Restricted Stock Units have vested, the Awarded Shares Grantee’s unvested Restricted Stock Units (except for unvested Restricted Stock Units which vest simultaneously with such termination) shall vest as follows: a. Fifty percent be automatically forfeited upon such termination of Continuous Service and neither the Company nor any Affiliate shall have any further obligations to the Grantee with respect to such unvested Restricted Stock Units. The foregoing vesting schedule notwithstanding, (50%a) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Grantee’s Continuous Service terminates as a result of the ParticipantGrantee’s death death, Disability, a termination by the Company or Total an Affiliate without Cause or a termination by the Grantee for Good Reason, then (subject to Section 10.2) 100% of the unvested Restricted Stock Units shall vest as of the date of such termination, and Permanent Disability. In addition, in the event that (ib) if a Change in Control occurs, and (ii) this Agreement is not assumed by occurs during the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted sharesGrantee’s Continuous Service, then immediately prior (subject to Section 10.2) 100% of the effective unvested Restricted Stock Units shall vest as of the date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding.

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: a. The Tranche A Shares shall vest as follows: i. One-third (1/3rd) of the total Tranche A Shares shall vest on the third (3rd) anniversary of the Date of ▇▇▇▇▇, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. ii. An additional one-third (1/3rd) of the total Tranche A Shares shall vest on the fourth (4th) anniversary of the Date of Grant, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. iii. The remaining one-third (1/3rd) of the total Tranche A Shares shall vest on the fifth (5th) anniversary of the Date of Grant, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. The Tranche B Shares shall vest as follows: i. Fifty percent (50%) of the Awarded Tranche B Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. ii. Fifty percent (50%) of the Awarded Tranche B Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding.

Vesting. a. Except as specifically otherwise provided herein, provided that the Participant remains in service with the Company through the applicable vesting date, the Restricted Stock Units will vest in accordance with the following schedule: December 31, 2023 One-Third December 31, 2024 One-Third December 31, 2025 One-Third If the number of Restricted Stock Units vesting as of a vesting date is a fractional number, the number vesting will be rounded up to the nearest whole number with any fractional portion carried forward. a. The foregoing vesting schedule notwithstanding, and except as provided in this Agreement and subject to certain restrictions and conditions set forth in Section 3.3 hereof, if the PlanParticipant’s service with the Company terminates for any reason at any time before all of his or her Restricted Stock Units have vested, the Awarded Shares Participant’s unvested Restricted Stock Units shall vest as follows: a. Fifty percent (50%) be automatically forfeited upon such termination of service and neither the Awarded Shares Company nor any Affiliate shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided have any further obligations to the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that dateunder this Agreement. b. Fifty percent (50%) of the Awarded Shares shall vest on the first dateThe foregoing vesting schedule notwithstanding, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) Participant’s service with the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result is terminated (i) by reason of the Participant’s death or Total and Permanent “Disability. In addition, in the event that (i) a Change in Control occurs, and ,” (ii) this Agreement is not assumed by the surviving corporation Company or its parent, or an Affiliate without “Cause,” (iii) by the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event Participant for “Good Reason,” (iv) by reason of the Participant’s Termination “Retirement,” or (v) by reason of Service a termination of employment after the Company’s nonrenewal of the Term of Employment that meets all of the conditions of Section 5(m)(i) or Section 5(m)(ii) of the Participant’s Employment Agreement, in effect as of the date of this grant, 100% of the unvested Restricted Stock Units shall vest as of the date of such termination (which shall be treated as the “vesting date” for purposes of Section 6.1), in each case, provided that the Participant complies with Section 5(i) of the Employment Agreement, in effect at the time of this grant. For purposes of this Agreement, “Disability,” “Cause,” “Good Reason” and “Term of Employment” are as defined under the Employment Agreement. For purposes of this Agreement, “Retirement” means the termination of service with the Company by the Participant with or without Good Reason or by the Company without Cause, in each case, after the unvested Awarded Shares shall remain outstanding Participant has attained age 55 and the sum of his age plus his years of service with the Company and its predecessors (including, in each case, fractional years) equals or exceeds 65 as of such termination date, and the Participant has at least five years of service with the Company and its predecessors as of such termination date, provided that the Participant complies with Section 5(i) of the Employment Agreement, in effect at the time of this grant. Years of service for a period this purpose will be based on all periods of one (1) year following such Termination of Service employment with the Company and shall remain eligible for vesting its predecessors as determined by the Company in accordance with this Section 3; providedsuch rules and procedures as it may establish from time to time, provided that any Awarded Shares that do not become vested within years of service shall include employment by Fixed Income Discount Advisory Company (“FIDAC”) during the one (1) year period immediately following such Termination time FIDAC was the external manager of Service the Company. c. Vested Restricted Stock Units shall be immediately forfeited and shall cease to be outstandingpayable at such time or times as specified in Section 6 below.

Vesting. Except as specifically provided in this Agreement and subject (a) Subject to certain restrictions and conditions set forth in the PlanParticipant’s continued employment by the Company or any of its Affiliates through December 31, [Year 3], (the “Specified Date”), the Awarded Shares shall vest as follows: a. Fifty percent (50%) of the Awarded Shares Banked Units shall vest on the first dateSpecified Date. (b) In the event the Participant’s employment terminates by reason of (i) Disability, if any(ii) death, that (iii) Non-Approved Retirement, or (iv) by the Total Enterprise Value equals or exceeds Company without Cause other than within two years following a Change in Control, then such Participant’s Banked Units determined in accordance with Section 2(g) will remain outstanding and will vest and be delivered to the First TEV ThresholdParticipant, provided at the same time as delivery would have been made had the Participant is employed by (or if the Participant is not had a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that datecessation of employment. b. Fifty percent (50%c) In the event the Participant’s cessation of employment occurs by reason of Approved Retirement, then all of the Awarded Shares Participant’s Banked Units shall vest on the first date, if any, that Specified Date. (d) If prior to the Total Enterprise Value equals date the Units otherwise vest and within two years following a Change in Control the Participant’s employment is terminated either by the Company without Cause or exceeds the Second TEV Threshold, provided by the Participant is employed by due to a resignation with Good Reason (or if the Participant is a Contractor or an Outside Directoras defined in Section 20), is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result any of the Participant’s death or Total and Permanent Disability. In addition, in the event then outstanding Banked Units (including any pro-rated Banked Units that (iremain outstanding pursuant to Section 3(b) a Change in Control occursabove, and any Banked Units that remain outstanding pursuant to Section 3(c) above), and all Target Units for incomplete Measurement Periods, will vest immediately prior to such event. (iie) this Agreement is Upon a cessation of the Participant’s employment with the Company or any of its Affiliates, any Banked Unit that has not assumed by the surviving corporation become vested on or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change cessation or any Banked Unit that does not specifically remain outstanding pursuant to Section 3(b), 3(c), or 3(d) will then be forfeited immediately and automatically and the Participant will have no further rights with respect thereto. (f) The application of Sections 3(b)(iii), 3(b)(iv), 3(c), and 3(d) is in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein each case conditioned on (i) the Participant’s execution and delivery to the contraryCompany of a general release of claims against the Company and its affiliates in a form prescribed by the Company, in and (ii) such release becoming irrevocable within 60 days following the event cessation of the Participant’s Termination of Service employment or such shorter period specified by the Company without CauseCompany. For avoidance of doubt, if this release requirement is not timely satisfied, the unvested Awarded Shares shall remain outstanding for a period Units will be forfeited as of one (1) year following such Termination the effective date of Service the cessation of the Participant’s employment and shall remain eligible for vesting in accordance the Participant will have no further rights with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingrespect thereto.

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares This Warrant shall vest as follows: a. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or in an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that amount equal to (i) a Change in Control occurs, [*] shares on the Initial Exercise Date and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one [*] shares over (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within 8) quarterly periods beginning on the one (1) year period anniversary of the Initial Exercise Date and ending on the three (3) year anniversary of the Initial Exercise Date, so long as Holder continues to services to the Company as a consultant or employee. In the event Holder ceases to provide such services to the Company, any portion of this Warrant which is not yet vested shall immediately following terminate and not be exercisable. Notwithstanding the vesting provisions contained in this Section 2(f), in the event that there is a “Change of Control” of the Company, any unvested portion of this Warrant will immediately vest in full. For purposes of this Warrant, “Change of Control” means (i) a sale of all or substantially all of the Company’s assets other than to an Excluded Entity (as defined below), (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, limited liability company or other entity other than an Excluded Entity, or (iii) the consummation of a transaction, or series of related transactions, in which any “person” (as such Termination term is used in Sections 13(d) and 14(d) of Service the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of all of the Company’s then outstanding voting securities. Notwithstanding the foregoing, a transaction shall not constitute a Change of Control if its primary purpose is to (A) change the jurisdiction of the Company’s incorporation, (B) create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities immediately forfeited and shall cease before such transaction, or (C) obtain funding for the Company in a financing that is approved by the Company’s Board. An “Excluded Entity” means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be outstanding.cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction

Vesting. Except as specifically provided (a) The Restricted Stock shall vest in this Agreement and three equal annual increments on the first three anniversaries of the Grant Date, subject to certain restrictions the Grantee’s continued employment with the Company and conditions set forth in its Subsidiaries on each applicable vesting date. The vesting of the Planshares of Restricted Stock shall be cumulative, but shall not exceed 100% of the shares of Restricted Stock. If the foregoing schedule would produce fractional shares, the Awarded Shares shall vest as follows: a. Fifty percent (50%) number of the Awarded Shares shall shares that vest on the first two vesting dates shall be rounded down to the nearest whole share and the fractional shares shall be accumulated and vest on the last vesting date. The period during which the Restricted Stock has not yet vested hereunder shall be referred to as the “Vesting Period.” (b) Notwithstanding any other provision of this Agreement, during the Vesting Period, the Restricted Stock shall be immediately and unconditionally forfeited and revert to the Company, without any action required by the Grantee or the Company in the event any of the following events occur: (1) The Grantee is dismissed as an employee of the Company and its Subsidiaries based upon fraud, theft, or dishonesty, which is reflected in a written or electronic notice given to the Grantee; (2) The Grantee purchases or sells securities of the Company in violation of the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect, if any; (3) The Grantee breaches any duty of confidentiality including that required by the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect, that if any; (4) The Grantee fails to assign any invention, technology, or related intellectual property rights to the Total Enterprise Value equals or exceeds Company within 30 days after the First TEV ThresholdCompany’s written request for such assignment, provided the Participant is employed by (or if the Participant such assignment is a Contractor condition of any agreement between the Company and the Grantee; or (5) The Grantee breaches any non-solicitation or an Outside Directornon-competition covenant by which the Grantee is bound, is providing services topursuant to the Employee Confidential Information and Invention Assignment Agreement or otherwise. (c) Notwithstanding the foregoing provisions of this Section 2, upon cessation of the Grantee’s employment with the Company and its Subsidiaries under any circumstances, including, without limitation, the Grantee’s resignation, death or disability, or termination of employment by the Company or a Subsidiary on Subsidiary, the Restricted Stock shall be immediately and unconditionally forfeited and revert to the Company, without any action required by the Grantee or the Company, to the extent that date. b. Fifty percent (50%the Vesting Period has not ended in accordance with Section 2(a) as of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event cessation of the Participant’s Termination of Service by employment with the Company without Cause, the unvested Awarded and its Subsidiaries. Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares Restricted Stock that do not become vested within the one (1pursuant to Section 2(a) year period immediately following such Termination of Service shall be immediately forfeited and the Grantee shall cease to be outstandinghave any rights of a stockholder with respect to such forfeited shares as of the date of the Grantee’s termination of employment.

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the PlanAll shares of Restricted Stock, the Awarded Shares shall vest as follows: a. Fifty percent (50%) of the Awarded Shares if not earlier vested, shall vest on the first datethird (3rd) anniversary of the Grant Date (the “Vesting Date”), provided that on the Vesting Date, the Grantee is an active employee of SunTrust or a Subsidiary and has been in the continuous employment of SunTrust or a Subsidiary from the Grant Date through the Vesting Date, and further provided the Company has repaid its obligations under the U.S. Treasury’s Capital Purchase Program (“CPP). In no event shall the shares of Restricted Stock vest, and Grantee shall forfeit the shares of Restricted Stock, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing Grantee shall not have continued to perform substantial services to) for the Company for at least two years from the date of grant, other than due to the employee’s death or disability, or a change in control event (as defined in 26 CFR 1.280G–1, Q&A– 27 through Q&A–29 or as defined in 26 CFR 1.409A–3(i)(5)(i)) with respect to the Company before the second anniversary of the date of grant. If Grantee is not an active employee of SunTrust or a Subsidiary on the Vesting Date, Grantee forfeits all rights to any shares that date. b. Fifty percent (50%) of the Awarded Shares shall would otherwise vest on the first Vesting Date; provided, however, shares may vest prior to the Vesting Date in accordance with the provisions of § 3 or § 4. If the Company has not repaid its obligations under the U.S. Treasury’s Capital Purchase Program (“CPP”), on the vesting date, if any, that then the Total Enterprise Value equals Shares of Restricted Stock shall not vest or exceeds the Second TEV Threshold, provided the Participant is employed by otherwise become transferable until such CPP repayment (except as necessary to reflect a merger or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result acquisition of the Participant’s death or Total and Permanent Disability. In additionCompany), in the event that except that: (i) a Change in Control occurs, and 25% of the shares of Restricted Stock granted may vest at the time of repayment of 25% of the aggregate obligations of the Company under the CPP; (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event an additional 25% of the Participant’s Termination shares of Service by Restricted Stock granted (for an aggregate total of 50% of the shares of Restricted Stock granted) may vest at the time of repayment of 50% of the aggregate obligations of the Company without Causeunder the CPP; (iii) an additional 25% of the shares of Restricted Stock granted (for an aggregate total of 75% of the shares of Restricted Stock granted) may vest at the time of repayment of 75% of the aggregate obligations of the Company under the CPP; and (iv) the remainder of the shares of Restricted Stock granted may vest at the time of repayment of 100% of the aggregate obligations of the Company under the CPP. In calculating such percentages, the unvested Awarded Shares portion of the restricted stock units transferred or sold to pay taxes shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within count toward the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingpercentages above.

Vesting. Except as specifically provided in this Agreement and subject (a) Subject to certain restrictions the terms and conditions set forth in the Planof this Agreement, the Awarded Shares shall vest as follows: a. Fifty percent (50%) of the Awarded Performance Shares shall vest on March 2, 2008. For the first datePerformance Shares to vest, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or must pay to its shareholders a Subsidiary dividend of at least $.95 per share in each fiscal quarter during the period commencing on that datethe Date of Grant and ending on December 31, 2007 (the “Threshold Requirement”), unless the Company’s Board of Directors specifically approves the noncancellation of the Performance Shares upon the declaration of a quarterly dividend of less than $.95 per share. In the event the Company fails to pay its shareholders a dividend of at least $.95 per share in any fiscal quarter during the period from the Date of Grant and ending on December 31, 2007, and the Company’s Board of Directors does not approve the noncancellation of the Performance Shares, the Performance Shares shall be cancelled. b. Fifty percent (50%b) Notwithstanding anything in Section 3(a) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of (i) the ParticipantGrantee’s death, (ii) the Grantee’s Permanent Disability (as such term is defined in the Company’s Long-Term Disability Plan), or (iii) a Change of Control, 100% of the Performance Shares not previously cancelled due to the Company’s failure to meet the Threshold Requirement, shall vest. (c) Notwithstanding anything in Section 3(a) of this Agreement to the contrary, in the event of (i) the Grantee’s involuntary Termination of Employment without Cause (as such terms are defined in Section 4 of this Agreement), or (ii) the Grantee’s Retirement (as such term is defined below), the number of Performance Shares that will vest, if not previously cancelled due to the Company’s failure to meet the Threshold Requirement, shall be equal to the product of (x) the original number of Performance Shares granted to the Grantee under this Agreement and (y) a fraction, the numerator of which shall be the number of whole or partial months between the Date of Grant and the date of the Grantee’s Termination of Service by Employment, and the denominator of which shall be 36. For purposes of this Agreement, the term “Retirement” shall mean an employee’s voluntary Termination of Employment on or after his or her 65th birthday, or on or after his or her 55th birthday with 10 or more years of service with the Company without Cause, or a subsidiary of the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingCompany.

Vesting. (a) Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan(b), (c) and (d) below, the Awarded Shares Grantee shall vest become vested in the Award as follows: a. Fifty percent (50%i) the SAR shall vest and become exercisable as to __________ Shares on ______________; (ii) the SAR shall vest and become exercisable as to __________ Shares on ______________; and (iii) the SAR shall vest and become exercisable as to __________ Shares on ______________. (b) If the Grantee’s employment with the Company and all subsidiaries terminates due to the Grantee’s death or disability, the Award shall vest as to a prorata number of unvested shares of Common Stock subject to the Award shall vest, such number to be determined by multiplying the number of unvested shares by a fraction, the numerator of which is the number of full months that have elapsed from the Date of Award to the termination of employment and the denominator of which is the number of full months in the vesting period. Award shares that do not vest shall be forfeited. (c) If the Grantee’s employment with the Company and all Subsidiaries terminates for any reason other than death or disability as described in Section 5(b) above or following a Change in Control as described in Section 5(d)(ii) below, the unvested portion of the Awarded Shares Award shall vest be forfeited to the Company, and the Grantee’s rights, title and interest with respect to such forfeited SAR shall automatically lapse and be of no further force or effect. The Grantee hereby irrevocably designates and appoints the Secretary of the Company as the Grantee’s agent and attorney in fact, to act for or on behalf of the first dateGrantee and in his or her name and ▇▇▇▇▇, if any, that for the Total Enterprise Value equals or exceeds limited purpose of executing any documents and instruments to further evidence the First TEV Threshold, provided forfeiture of the Participant is employed by unvested Award. (or if the Participant d) If there is a Contractor or an Outside DirectorChange in Control of the Company, is providing services to) and the Grantee has remained in continuous employment with the Company or a Subsidiary on that until such date.: b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) unless the Award is continued or assumed by a public company in an equitable manner, the SAR shall vest as to all of the Shares as of the date of the Change in Control; and (ii) if the Award is continued or assumed by a public company in an equitable manner, the Award shall continue to vest as provided in this Section 5; provided that if within two years following the Change in Control occurs, and the Company terminates the Grantee’s employment without cause (ii) this Agreement is not assumed as determined by the surviving corporation or Committee in its parentsole discretion, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, unless otherwise defined in the event of Grantee's employment agreement with the Participant’s Termination of Service by the Company without CauseCompany), the unvested Awarded Shares portion of the Award shall remain outstanding for a period fully vest. (e) The foregoing provisions of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service 5 shall be immediately forfeited subject to the provisions of any written employment or severance agreement that has been or may be executed by the Grantee and the Company, and the provisions in such employment or severance agreement concerning the vesting of an Award shall cease to be outstandingsupersede any inconsistent or contrary provision of this Section 5.

Vesting. Except (a) Subject to Section 4 below, the Option shall become vested and exercisable in such amounts and at such times as specifically provided in this Agreement and subject to certain restrictions and conditions are set forth in the Plan, the Awarded Shares shall vest as follows:Grant Notice. a. Fifty percent (50%b) No portion of the Awarded Shares shall vest Option that has not become vested and exercisable on the first datedate on which ▇▇▇▇▇▇▇’s Continuous Service Status ends shall thereafter become vested and exercisable, if any, that except as may be otherwise provided by the Total Enterprise Value equals Administrator or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is as set forth in a Contractor or an Outside Director, is providing services to) written agreement between the Company or a Subsidiary on that dateand Grantee. b. Fifty percent (50%c) of Notwithstanding Section 3(a) hereof and the Awarded Shares shall vest on the first dateGrant Notice, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services tobut subject to Section 3(b) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contraryhereof, in the event of a Corporate Transaction, the ParticipantOption shall be treated pursuant to Section 14(c) and Section 15 of the Plan. (d) For purposes of the Option, ▇▇▇▇▇▇▇’s Termination Continuous Service Status will be considered terminated as of Service the date Grantee is no longer actively providing services to the Company or, if different, Grantee’s employer (the “Employer”) (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Grantee is a providing services or the terms of Grantee’s employment or service agreement, if any), and unless otherwise expressly provided in this Stock Option Agreement or determined by the Company without CauseAdministrator, (i) Grantee’s right to vest in the unvested Awarded Shares shall remain outstanding for a Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Grantee’s period of one service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where Grantee is providing services or the terms of Grantee’s employment or service agreement, if any); and (1ii) year following the period (if any) during which Grantee may exercise the Option after such Termination termination of Grantee’s Continuous Service Status will commence on the date Grantee ceases to actively provide services and will not be extended by any notice period or the terms of Grantee’s employment or service agreement, if any; the Administrator shall remain eligible have the exclusive discretion to determine when Grantee is no longer actively providing services for vesting in accordance with purposes of this Section 3; provided, that any Awarded Shares that do not become vested within the one Option grant (1) year period immediately following such Termination of Service shall including whether Grantee may still be immediately forfeited and shall cease considered to be outstandingproviding services while on a leave of absence).

Vesting. Except as specifically provided in this Agreement and The shares of Common Stock subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares Option shall vest as followsin seven equal quarterly installments of 531,828 shares on each of August 1, 1998; November 1, 1998; February 1, 1999; May 1, 1999; August 1, 1999; November 1, 1999; and February 1, 2000; and an installment of 531,831 shares on May 1, 2000; subject to the following: a. Fifty percent (50%a) the Option shall immediately vest in full as to all shares of Common Stock subject hereto (i) upon the occurrence of a "Change of Control (as defined below); or (ii) Optionee resigns employment with the Company pursuant to Subsection 8(D)(1) (Employee resigns for "Good Reason") of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals Employment Agreement; or exceeds the First TEV Threshold, provided the Participant (iii) Optionee's employment is employed terminated by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent pursuant to Subsection 8(E) (50%Company terminates without "Cause") of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by Employment Agreement; and (or if the Participant is a Contractor or an Outside Director, is providing services tob) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested Option shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that cease to vest (i) a Change the day following the first vesting date following the applicable "Date of Termination" (as defined in Control occursSubsection 8(I) of the Employment Agreement) if Optionee's employment with the Company terminates pursuant to Subsection 8(A)(Employee's death), Subsection 8(B)(Company terminates because of Employee's incapacity), Subsection 8(D)(2)(Employee terminates because of poor health), or Subsection 8(G)(Company terminates for "Non-Performance") of the Employment Agreement and (ii) this Agreement is not assumed by immediately on the surviving corporation "Date of Termination" if Optionee's employment with the Company terminates pursuant to Subsection 8(C)(Company terminates with "Cause") or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event Subsection 8(F)(Employee terminates upon notice) of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3Employment Agreement; provided, however, that if Employee's employment terminates pursuant to Subsection 8(G)(Company terminates for "Non-Performance") and at the Date of Termination applicable thereto, a tender offer has been made with respect to the Company's Common Stock or the Company has received a proposal soliciting a Sale of the Company or of any Awarded Shares that do not become vested within Material Subsidiary and such offer or proposal results in the one (1) year period occurrence of a Change of Control, then the Option shall immediately following such Termination vest in full as to all shares of Service shall be immediately forfeited and shall cease to be outstandingCommon Stock subject hereto effective as of the date of the occurrence of the Change of Control.

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: a. Fifty percent (50%) of the Awarded Shares The Restricted Stock Units shall vest on the first date, if any, that third anniversary of the Total Enterprise Value equals or exceeds Effective Date of the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) Grantee’s Amended and Restated Employment Agreement with the Company dated _______________ (the “Employment Agreement”) (the “Vesting Date” with respect to the Restricted Stock Units scheduled to vest on such date), subject in each case to the provisions of this Agreement, including those relating to the Grantee’s continued employment with the Company and its Affiliates (collectively, the “Imprimis Group”). If the Grantee’s employment is terminated by the Company without Cause (as defined under his Employment Agreement), or a Subsidiary on that date. b. Fifty percent by the Grantee for Good Reason (50%) as defined under his Employment Agreement), the portion of the Awarded Shares Restricted Stock Units equal to 200,000 multiplied by a fraction the numerator of which shall be the sum of the number of days between the Grant Date and the termination of employment plus 365 days and the denominator of which shall be 1095, shall vest on the first datedate of termination of employment, if anyprovided that the Grantee executes and delivers the Release contemplated by the Employment Agreement to the Company within twenty-one (21) days following the date of termination, without revocation or modification; provided, further, that under no circumstances will the Total Enterprise Value equals or exceeds Grantee vest in more than 100% of the Second TEV Threshold, provided Restricted Stock Units subject to his award. If the Participant Grantee’s employment is employed terminated by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding its successor without Cause or by the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service Grantee for Good Reason (as a result of the Participant’s death or Total and Permanent Disability. In additiondefined under his Employment Agreement), in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of each case within one (1) year following such Termination after a Change of Service Control, the Restricted Stock Units shall vest in full., provided that the Grantee executes and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested delivers the Release contemplated by the Employment Agreement to the Company within the twenty-one (121) year period immediately days following such Termination the date of Service shall be immediately forfeited and shall cease to be outstandingtermination, without revocation or modification.

Vesting. Except as specifically provided in Subject to the terms of the Plan and this Agreement and subject to certain restrictions and conditions set forth in the PlanAgreement, the Awarded Shares RSUs shall vest as follows: a. Fifty percent (50%a) (i) one-third of the Awarded Shares RSUs ([●] units) shall vest on the first dateanniversary of [●], if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services toii) the Company or a Subsidiary on that date. b. Fifty percent (50%) one-third of the Awarded Shares RSUs ([●] units) shall vest on the first datesecond anniversary of [●], if anyand (iii) one-third of the RSUs ([●] units) shall vest on the third anniversary of [●] (each such anniversary, a “Vesting Date”); provided, in each case, that the Total Enterprise Value equals Participant has not incurred a termination of employment prior to such date, except as provided in Section 2(b) or exceeds 2(c) below. (b) In the Second TEV Threshold, provided event of a termination of the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service Participant’s employment as a result of the Participant’s death or Total and Permanent Disability. In addition, Disability (as defined in the event that (i) Employment Agreement), a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event pro rata portion of the Participant’s Termination unvested RSUs shall automatically vest, determined by multiplying the total number of Service RSUs awarded hereunder by a fraction, the numerator of which is the number of whole months elapsed from the Grant Date until the date of such termination, and the denominator of which is 36 (reduced by the number of RSUs that had vested prior to such termination date), and the remainder of such RSUs shall be forfeited. (c) In the event of a termination of the Participant’s employment by the Company without CauseCause or by the Participant for Good Reason (each as defined in the Employment Agreement), all unvested RSUs granted hereunder shall automatically vest as of the unvested Awarded Shares shall remain outstanding for date of the Participant’s termination of employment, provided, however, that the Participant has timely executed, and not revoked, a period fully effective release of one (1) year following such Termination of Service and shall remain eligible for vesting claims in accordance with this the terms of the Employment Agreement. (d) Except as provided in Section 3; provided2(b) or 2(c), that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service there shall be immediately forfeited no proportionate or partial vesting in the periods prior to the applicable Vesting Dates and all vesting shall cease to be outstandingoccur only on the appropriate Vesting Date.

Vesting. Except as specifically provided in this Agreement and subject (a) Subject to certain restrictions and conditions set forth in the PlanParticipant’s continued employment by the Company or any of its Affiliates through December 31, [YEAR 3], (the “Specified Date”), the Awarded Shares shall vest as follows: a. Fifty percent (50%) of the Awarded Shares Banked Units shall vest on the first dateSpecified Date. (b) In the event the Participant’s employment terminates by reason of (i) Disability, if any(ii) death, that (iii) Non-Approved Retirement, or (iv) by the Total Enterprise Value equals or exceeds the First TEV ThresholdCompany without Cause other than within two years following a Change in Control, provided then such Participant’s previously Banked Units and those Banked Units determined in accordance with Section 2(h) will vest and be delivered to the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that datein accordance with Section 4. b. Fifty percent (50%c) In the event the Participant’s cessation of the Awarded Shares shall vest on the first dateemployment occurs by reason of Approved Retirement, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, then all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total previously Banked Units and Permanent Disability. In addition, those Banked Units determined in accordance with Section 2(i) will vest and be delivered to the event that Participant in accordance with Section 4. (id) If prior to the date the Units otherwise vest and within two years following a Change in Control occurs, and (ii) this Agreement the Participant’s employment is not assumed terminated either by the surviving corporation Company without Cause or by the Participant due to a resignation with Good Reason, any of the Participant’s then outstanding previously Banked Units will vest immediately prior to such event and will be delivered to the Participant in accordance with Section 4. For avoidance of doubt, this section will not apply if the Participant has satisfied the conditions for Approved Retirement or Non-Approved Retirement as of the date of the Participant’s termination (in that case, Section 3(b)(iii) or 3(c) will apply, as applicable). (e) Upon a cessation of the Participant’s employment with the Company or any of its parentAffiliates, any Target Unit or the surviving corporation Banked Unit that has not become vested on or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change cessation and any Unit that does not specifically vest pursuant to Section 3(b), 3(c) or 3(d) will then be forfeited immediately and automatically, and the Participant will have no further rights with respect thereto. (f) Solely for purposes of this Agreement, (x) employment with the Company will be deemed to include employment with an Affiliate, but only during the period of such affiliation, and (y) the Participant will be deemed to be in Control“continued employment” or “continuous employment” during temporary absences from active employment due to vacation or sick leave taken in accordance with Company policies or other approved leaves of absence. (g) The application of Sections 3(b)(iii), 3(b)(iv), 3(c) and 3(d), is in each case, conditioned on (i) the Participant’s execution and delivery to the Company of a general release of claims against the Company and its affiliates in a form prescribed by the Company, and (ii) such release becoming irrevocable within 60 days following the cessation of the Participant’s employment or such shorter period specified by the Company. For avoidance of doubt, if this release requirement is not timely satisfied, all Awarded Shares not previously vested shall thereupon immediately become fully vested. the Units will be forfeited as of the effective date of the cessation of the Participant’s employment and the Participant will have no further rights with respect thereto. (h) Notwithstanding anything else herein to the contrary, in the event of if the Participant’s Termination of Service employment is terminated by the Company without Causefor Cause (or if the Participant resigns at a time that a Cause basis for termination exists), then the unvested Awarded Shares shall remain outstanding for a period of one Participant will forfeit immediately and automatically all Units (1whether or not otherwise earned) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingwill have no further rights hereunder.

Vesting. Except (a) So long as specifically provided in this Agreement and subject the Employee continues to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: a. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is be employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or its Subsidiaries, the Restricted Stock shall become 100% vested and non-forfeitable upon the earliest to occur of (i) the first anniversary of the Grant Date, (ii) the date immediately preceding the date on which the Company completes a Subsidiary secondary public offering, provided Employee is employed with the Company on the date the offering commenced; (iii) a Change in Control; (iv) the date on which, at any time from the Grant Date until the tenth anniversary of the Initial Public Offering (as defined below), at least two of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ are not employed by, or do not serve as a director of, the General Partner, the Partnership or any of its subsidiaries; or (v) the Employee’s death or Disability; provided, that, notwithstanding the foregoing, the Restricted Stock shall vest to the extent necessary to allow Employee to participate in secondary offerings that datecommence after the Employee’s commencement of employment with the Company on the same pro rata basis as other U.S. senior managing directors of the Company, taking into account all of the Employee’s outstanding equity awards (including any Shares subject to any restricted stock grants and restricted stock unit grants) in the denominator. b. Fifty percent (50%b) Notwithstanding any of the Awarded foregoing, the Restricted Stock shall also become 100% vested and non-forfeitable upon Employee’s termination of employment for Good Reason (as defined below) or the Company’s termination of the Employee’s employment without Cause (as defined below). (c) Subject to the provision of Section 5 below, the Company shall only deliver to the Employee Shares shall vest underlying vested Restricted Stock on the first dateearlier of (i) the Employee’s death, if anyDisability, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed termination without Cause by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or resignation for Good Reason, (ii) the fifth anniversary of the Initial Public Offering or (iii) immediately prior to a Subsidiary on that dateChange in Control where the Shares, in whole, do not survive the transaction. Notwithstanding the foregoing, all Awarded however, the Employee shall also be able to transfer Shares not previously underlying vested shall immediately become Restricted Stock as an Employee in secondary offerings that commence after the Employee’s commencement of employment with the Company of vested in full upon a Termination of Service Shares on the same pro rata basis as a result other U.S. senior managing directors of the ParticipantCompany, taking into account all of the Employee’s death or Total outstanding equity awards (including any Shares subject to any restricted stock grants and Permanent Disability. In addition, restricted stock unit grants) in the event that denominator. (id) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in In the event of the Participant’s Termination death of Service by the Company without CauseEmployee, the unvested Awarded delivery of Shares under Section 2(c) shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting be made in accordance with this Section 3the beneficiary designation form on file with the Company; provided, that however, that, in the absence of any Awarded such beneficiary designation form, the delivery of Shares that do not become vested within the one (1) year period immediately following such Termination of Service under Section 2(c), as applicable, shall be immediately forfeited made to the person or persons to whom the Employee’s rights under the Agreement shall pass by will or by the applicable laws of descent and distribution. (e) For purpose of this Agreement, the following terms shall cease to be outstanding.have the following meanings:

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares (a) The Restricted Stock shall vest as follows: a. Fifty percent (50%) of the Awarded Shares shall vest in its entirety on the first anniversary of the Grant Date, subject to the Grantee’s continued status as a member of the Board of Directors (a “Director”) on the vesting date. The period during which the Restricted Stock has not yet vested hereunder shall be referred to as the “Vesting Period.” (b) Notwithstanding any other provision of this Agreement, during the Vesting Period, the Restricted Stock shall be immediately and unconditionally forfeited and revert to the Company, without any action required by the Grantee or the Company in the event any of the following events occur: (1) The Grantee is removed as a Director based upon fraud, theft, or dishonesty, which is reflected in a written or electronic notice given to the Grantee; (2) The Grantee purchases or sells securities of the Company in violation of the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect, if any; or (3) The Grantee breaches any duty of confidentiality including that required by the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect. (c) Notwithstanding the foregoing provisions of this Section 2, upon cessation of the Grantee’s being a Director under any circumstances, including, without limitation, the Grantee’s resignation, death or disability, or removal by the Company, the Restricted Stock shall be immediately and unconditionally forfeited and revert to the Company, without any action required by the Grantee or the Company, to the extent that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services toVesting Period has not ended in accordance with Section 2(a) the Company or a Subsidiary on that date. b. Fifty percent (50%) as of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded cessation of status as a Director. Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares Restricted Stock that do not become vested within the one (1pursuant to Section 2(a) year period immediately following such Termination of Service shall be immediately forfeited and the Grantee shall cease to be outstandinghave any rights of a stockholder with respect to such forfeited shares as of the date of the Grantee’s termination of status as a Director.

Vesting. Except as specifically provided (i) The Restricted Stock shall become vested and cease to be Restricted Stock, and accordingly, the restrictions contained in this Agreement Sections 2, 3(a) and 3(b) shall no longer apply (but the Shares shall remain subject to certain restrictions and conditions set forth Section 5) pursuant to the following schedule, which shall be cumulative; provided that the Participant has not had a Termination at any time prior to the applicable vesting date: (ii) There shall be no proportionate or partial vesting in the Plan, the Awarded Shares periods prior to each vesting date and all vesting shall vest as follows: a. Fifty percent (50%) of the Awarded Shares shall vest occur only on the first appropriate vesting date, if any, ; provided that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that no Termination has occurred prior to such date. b. Fifty percent (50%iii) In the event of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals a Change in Control or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that the Participant ceases to be a member of the Board for any of the following reasons: (ix) the Participant runs for re-election as a Change in Control occurs, director at an Annual Meeting of the Company’s stockholders and (ii) this Agreement is not assumed re-elected or (y) the Participant is willing to stand for re-election at an Annual Meeting of the Company’s stockholders and is not nominated by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted sharesBoard to run for re-election, then all unvested Shares shall immediately prior vest upon the happening of any such events. (iv) When any Shares of Restricted Stock become vested, the Company shall promptly issue and deliver, unless the Company is using a book entry or similar method pursuant to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrarySection 8, in which case the event of Company shall upon the Participant’s Termination request promptly issue and deliver, to the Participant a new stock certificate registered in the name of Service the Participant for such Shares without the legend set forth in Section 4(a) hereof and deliver to the Participant such Shares and any related other RS Property (all of which is included in the term Restricted Stock), in each case free of all liens, claims and other encumbrances (other than those created by the Company without CauseParticipant), the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease subject to be outstandingapplicable withholding taxes.

Vesting. Except as specifically provided in this Agreement (a) The Performance Units shall have a three-year performance period, consisting of the Company's fiscal years 2002, 2003 and subject 2004 (the "Performance Period"), at the end of which the Performance Units will be valued and paid, if they vest, or cancelled, if they do not vest. For the Performance Units to certain restrictions and conditions set forth in the Planvest, the Awarded Shares shall vest as follows: a. Fifty percent Company must pay to its stockholders a dividend of at least $0.95 per share in each fiscal quarter during the period commencing on the Date of Grant and ending on December 31, 2004 (50%) the "Threshold Requirement"), unless the Company's Board of Directors specifically approves the noncancellation of the Awarded Shares shall vest on Performance Units upon the first date, if any, that declaration of a quarterly dividend of less than $0.95 per share. In the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) event the Company or fails to pay its stockholders a Subsidiary dividend of at least $0.95 per share in any fiscal quarter during the period from the Date of Grant and ending on that dateDecember 31, 2004, and the Company's Board of Directors does not approve the noncancellation of the Performance Units, the Performance Units shall be cancelled. b. Fifty percent (50%b) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein in Section 2(a) to the contrary, in the event of (i) the Participant’s Grantee's death, (ii) the Grantee's Permanent Disability (as defined in the Company's Long Term Disability Plan), (iii) the Grantee's retirement under a retirement plan of the Company or a subsidiary of the Company, or (iv) the Grantee's involuntary Termination of Service Employment without Cause (as such terms are defined in Section 5 of this Agreement), the number of Performance Units which shall vest, if not previously cancelled due to the Company's failure to meet the Threshold Requirement, shall be equal to product of (x) the original number of Performance Units granted to the Grantee under this Agreement and (y) a fraction, the numerator of which shall be the number of whole or partial months between January 1, 2002 and the date of the Grantee's Termination of Employment, and the denominator of which shall be 36. Such prorated award shall be paid as soon as practicable following the close of the Company's books at the end of the Performance Period, and each Performance Unit shall have a Payment Value as defined in Section 3 of this Agreement. (c) Notwithstanding anything in Section 2(a) to the contrary, in the event of a Change of Control (as defined in the Plan), the number of Performance Units which shall vest, if not previously cancelled due to the Company's failure to meet the Threshold Requirement, shall be equal to the product of (i) the original number of Performance Units granted to the Grantee under this Agreement and (ii) a fraction, the numerator of which shall be the number of whole or partial months in the Performance Period before the date of the Change of Control, and the denominator of which shall be 36. Such prorated award shall be paid as soon as practicable after the Change of Control. The value of each Performance Unit shall be equal to the greater of (x) the Initial Grant Value or (y) the Initial Grant Value multiplied by the Company without Causeaverage of the total weighted AIAP (as defined in Section 3 of this Agreement) scores for the financial and market share components of the AIAP for each of the years 2002, 2003 and 2004 completed prior to the Change of Control. (d) Upon the Grantee's voluntary Termination of Employment or Termination of Employment for Cause (as such terms are defined in Section 5 of this Agreement) prior to the end of a Performance Period, all of the Grantee's Performance Units shall be cancelled, except to the extent that at the time of Termination of Employment, the unvested Awarded Shares shall remain outstanding for a period Grantee has an employment or termination agreement with the Company or one of one (1) year following such Termination its subsidiaries which includes non-cancellation of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within some or all of the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingPerformance Units.

Vesting. Except as specifically provided (a) The Award will vest, if at all, in accordance with Schedule A, attached hereto and made a part of this Agreement and subject Agreement. (b) In the event Recipient's employment with one of the Corporation's Subsidiaries is terminated prior to certain restrictions and conditions the end of the three year measurement period set forth in Schedule A (the Plan"Measurement Period") due to the Recipient's death, the Awarded Shares shall vest Disability (as follows: a. Fifty percent (50%defined in section 409A(a)(2)(C) of the Awarded Shares shall vest on Internal Revenue Code of 1986, as amended, (the first date"Code")), Retirement or termination not for Cause (each an "Early Termination") the Award will vest, if anyat all, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is on a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total pro-rata basis and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior will be paid to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contraryEmployee (or, in the event of the Participant’s Termination Employee's death, the Employee's designated beneficiary for purposes of Service the Award, or in the absence of an effective beneficiary designation, the Employee's estate). The pro-rata basis will be a percentage where the denominator is 36 and the numerator is the number of months from January 1, 2003 through the month of Early Termination, inclusive. The pro-rata basis will be paid to the Recipient at the same time as Cash Awards and Stock Distributions are made to then current employees who have Awards under the Plan, subject to Section 2(f) of this Agreement. (c) In the event Recipient's employment with one of the Corporation's Subsidiaries is terminated for Cause, or if the Recipient terminates his/her employment with such Subsidiary, each occurring prior to April 20, 2006, the Award will be forfeited in its entirety. (d) If prior to April 20, 2006, the Recipient becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Company Corporation, or if the Recipient begins a leave of absence without reinstatement rights, then in each case the Award will be forfeited in its entirety. (e) [Intentionally omitted] (f) Notwithstanding the provisions of Section 2(b), if the Employee is a person subject to section 409A(a)(2)(B)(i) of the Code, any payment on account of Retirement or termination not for Cause of the Employee will be delayed until the sixth month anniversary of the date of separation from employment due to Retirement or termination not for Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding.

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded (a) The Time-Vested Restricted Shares shall vest as follows: a. Fifty percent (50%i) 50,000 TVRSs vest on the 1-year anniversary of the Awarded Grant Date; (ii) 50,000 TVRSs vest on the 2-year anniversary of the Grant Date; (iii) 50,000 TVRSs vest on the 3-year anniversary of the Grant Date; (b) The Performance-Based Restricted Shares shall vest on upon achieving each of the first datefollowing Milestones in connection with the Company’s “Telehealth Net Revenue” (which means the sum of the Company’s gross telehealth sales minus telehealth-related refunds and returns) and Consolidated Adjusted EBITDA Profit, as follows: 50,000 ≥ $125,000,000 in Telehealth Net Revenue and 10% EBITDA margins 12/31/24 50,000 ≥ $150,000,000 in Telehealth Net Revenue and 15% EBITDA margins 12/31/25 50,000 ≥ $200,000,000 in Telehealth Net Revenue and 15% EBITDA margins 12/31/26 (c) To the extent it is then unvested, the Restricted Shares shall vest upon the termination of the Employee’s employment with the Company without Cause (if termination is by the Company) or for Good Reason (if termination is by Employee), as such terms are defined in the employment agreement of such Employee or if such term or terms is not defined in the employment agreement or there is not an employment agreement, as defined by the Plan. In lieu of fractional vesting, the number of Restricted Shares shall be rounded up each time until fractional Restricted Shares are eliminated. (d) However, notwithstanding any other provisions of this Agreement, at the option of the Board in its sole and absolute discretion, all Restricted Shares shall be immediately forfeited in the event any of the following events occur: (i) The Employee purchases or sells securities of the Company without written authorization in accordance with the Company’s i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy then in effect, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.; b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parentThe Employee (A) discloses, publishes, or authorizes anyone else to use, disclose or publish, without the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event written consent of the Participant’s Termination Company, any proprietary or confidential information of Service by the Company Company, including, without Causelimitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets, or any other proprietary or confidential information or (B) directly or indirectly uses any such proprietary or confidential information for the unvested Awarded Shares shall remain outstanding individual benefit of the Employee or the benefit of a third party; (iii) During the term of employment and for a period of one two (12) year following years thereafter, the Employee disrupts or damages, impairs, or interferes with the business of the Company or its Affiliates by recruiting, soliciting, or otherwise inducing any of their respective employees to enter into employment or other relationship with any other business entity, or terminate or materially diminish their relationship with the Company or its Affiliates, as applicable; (iv) During the term of employment and for a period of nine months thereafter, the Employee solicits or directs business of any person or entity who is (A) a customer of the Company or its Affiliates at any time or (B) solicited to be a “prospective customer” of the Company or its Affiliates, in any case either for such Termination Employee or for any other person or entity. For purposes of Service this clause (v), “prospective customer” means a person or entity who contacted, or is contacted by, the Company or its Affiliates regarding the provision of services to or on behalf of such person or entity; provided that the Employee has actual knowledge of such prospective customer; (v) The Employee fails to reasonably cooperate to effect a smooth transition of the Employee’s duties and shall remain eligible to ensure that the Company is apprised of the status of all matters the Employee is handling or is unavailable for vesting consultation after termination of employment of the Employee, if such availability is a condition of any agreement to which the Company and the Employee are parties; (vi) The Employee fails to assign all of such Employee’s rights, title, and interest in accordance with this Section 3; providedand to any and all ideas, inventions, formulas, source codes, techniques, processes, concepts, systems, programs, software, computer data bases, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable or subject to copyright or trademark or trade secret protection, developed and produced by the Employee used or intended for use by or on behalf of the Company or the Company’s clients; (vii) The Employee acts in a disloyal manner to the Company, such as making comments, whether oral or in writing, that any Awarded Shares tend to disparage or injure: (i) the reputation or business of the Company or its Affiliates, or is likely to result in discredit to, or loss of, business reputation or goodwill of the Company or its Affiliates or (ii) its directors, officers, or stockholders; or (viii) A finding by the Board that do not become vested within the one (1) year period immediately following such Termination Employee has acted against the interests of Service shall be immediately forfeited and shall cease to be outstandingthe Company or in a manner that has or may have a detrimental effect on the Company.

Vesting. Except (a) The Option vests and becomes exercisable as specifically set forth above and in accordance with Sections 2(b), 2(c) and 2(d) below (each such date, a “Vesting Date” and the portion of the Option that is vested and exercisable following each such Vesting Date, the “Vested Option”), subject in all cases to applicable law and Company policy. The Vested Option remains exercisable for its full Term as set forth above. (b) The vesting of each installment of the Option is, in all cases, subject to the Optionee continuing to be employed by the Company (or an Affiliate or Parent, if applicable) and, subject to Sections 2(c) and (d), unvested Options shall be forfeited upon a termination of employment; provided, that such Options shall not be forfeited in the event that Section 2(d) may cause such Options to become Vested Options until such time as the vesting provided in this Agreement and subject Section 2(d) may no longer occur. The entire Option will become a Vested Option as of the date of the Optionee’s death or Disability, if such events occur prior to certain restrictions and conditions set forth the applicable Vesting Dates. (c) In addition to the accelerated vesting that may occur in connection with a Change in Control pursuant to Section 6(g) of the Plan, in the Awarded Shares shall vest as follows: a. Fifty percent (50%) of event the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) Optionee’s employment with the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals its Affiliates or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service Parent will terminate as a result of the ParticipantOptionee being employed with a Subsidiary of the Company that is intended to be transferred to an unaffiliated person, and as a result such Subsidiary will cease to be a part or Affiliate of the Company or its Parent, and such unaffiliated person or its affiliates does not agree to assume in writing, on substantially the same terms, the Option and the obligations hereunder, the entire Option shall become a Vested Option as of immediately prior to the date such transfer is consummated and otherwise treated in accordance with the Agreement, the Plan and Section 409A of the Code. (d) For purposes of applying Section 6(g) of the Plan to this Agreement, an Optionee’s death or Total and Permanent Disability. In addition, employment will be deemed to have been terminated “in the event that (i) connection with” a Change in Control occursif such termination occurs during the three (3) month period prior to the Change in Control Date or during the twenty-four (24) month period beginning on the Change in Control Date. If the termination occurs during the three (3) month period prior to the Change in Control Date and vesting occurs due to the application of Section 6(g) of the Plan, and the Change in Control Date shall be a Vesting Date. “Change in Control Date” is defined as (i) the date on which the event described in Sections 2(g)(i)-(iv) of the Plan is consummated, or (ii) this Agreement is not assumed by the surviving corporation date on which the liquidation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change dissolution described in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event Section 2(g)(v) of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding.Plan commences. Version Nov 2019

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares The Options shall vest as follows: a. Fifty percent in four equal 25% installments (50%of One Hundred Seventy-Five Thousand Shares each) on December 31, 2011 and each of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Thresholdnext three anniversaries thereof, provided the Participant that Executive’s employment is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that not terminated prior to any such applicable vesting date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, : (1) in the event that the Company terminates Executive’s employment without Cause (ias defined below) in accordance with subsection 6.a.iv, including a non-extension by the Company of Executive’s Employment Period, Executive terminates his employment for Good Reason (as defined below) in accordance with subsection 6.a.v, or the Executive’s employment is terminated on his death (subsection 6.a.i) or Disability (subsection 6.a.ii), the portion of the Options that would have become vested on the next scheduled vesting date shall become immediately vested and exercisable and any remaining portion of the Options that has not become vested and exercisable shall immediately expire and be forfeited as soon as it is certain that Section 3.b.i.2 is not applicable; (2) in the event that, during the period commencing three (3) months immediately preceding a Change in Control occurs, (as defined below) and (ii) this Agreement is not assumed by ending on the surviving corporation or its parent, or first anniversary of the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein Executive’s employment is terminated (x) without Cause by the Company or by Executive for Good Reason pursuant to clause (B) or (C) of 6.a.v (i.e., by virtue of the contraryCompany’s uncured breach of the Agreement or a change in the Company’s principal place of business) or (y) the Executive resigns without Good Reason on the first anniversary following a Change in Control in accordance with clause (C) of subsection ▇.▇.▇▇., subject to Executive’s execution of a general release and compliance with the restrictive covenants described in Section 4, in the event case of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting termination in accordance with this Section 3; providedclause (x) above, all or any portion of the Options that has not yet become exercisable shall vest and become immediately exercisable, and in the case of a termination in accordance with clause (y) above, the pro rata portion of the Options that would have become vested on the next two (2) scheduled vesting date after the Date of Termination (as defined below) shall become immediately vested and exercisable, and any Awarded Shares remaining portion of the Options that do has not become vested within and exercisable shall immediately expire and be forfeited. In the one event of a termination in accordance with clauses (1x) year period immediately following such Termination or (y) above, any portion of Service shall the Options that vests after the Change in Control, to the extent it has not been originally converted into the consideration that the original shareholders received in the Transaction, will be immediately forfeited and shall cease to be outstandingso converted, including cash.

Vesting. (a) Provided the Participant remains in the employ of the Company and its subsidiaries, the Stock Option Award will vest at a rate of one-third (1/3) on each of the first, second and third anniversaries of the Date of Grant. For example, if 9,000 stock options were granted on March 1, 2007, then 3,000 options would vest on each of March 1, 2008, March 1, 2009 and March 1, 2010. If the Participant fails to satisfy the vesting period with respect to any portion of the Stock Option Award granted pursuant to Section 3(a) hereof, he shall forfeit his interest in such unvested portion of the Stock Option Award and the right to receive any shares of Common Stock thereunder unless (i) the Committee waives this condition at the time his employment actually terminates or (ii) the Participant's employment with the Company and its subsidiaries terminates by reason of (x) his death, (y) his disability (as determined by the Committee in its sole discretion using a standard which is no less rigorous than the standard for disability described in Section 22(c)(3) of the Code, or (z) a Change in Control. (b) Except as specifically otherwise provided in Sections 10 and 11, any Stock Options underlying a Stock Option Award which the Participant does not forfeit under Section 4(a) may be exercised by the Participant, in accordance with Section 7(b) of the 2005 Plan and any forfeiture conditions under this Agreement or the Plan, as soon as practicable after the vesting period under Section 4(a) has been satisfied; provided, however, if the Committee at any time before such transfer reasonably determines that the Participant might have violated any applicable civil or criminal law or did violate any standard of conduct or ethics applicable generally for officers, directors or associates of the Company and subject its subsidiaries, the Committee shall have the right to certain restrictions completely revoke the Participant's interest in such Stock Option Award and conditions the shares of Common Stock underlying such Stock Option Award without regard to whether (i) the Participant has satisfied the vesting periods set forth in Section 4(a) before the Plandate the Committee makes such determination, or (ii) the Awarded Shares shall vest as follows: a. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant Participant's employment is employed by (or if the Participant is a Contractor or an Outside Director, is providing services tomight have been) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service terminated as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingconduct.

Vesting. Except (a) If the Employee remains continuously employed (including during the continuance of any leave of absence approved by the Company or an Affiliate) by the Company or an Affiliate, then the Restricted Shares will vest in the numbers and on the dates specified in the Vesting Schedule at the beginning of this Agreement. (b) If the Employee’s employment by the Company or an Affiliate terminates because of the Employee’s death (or if the Employee dies within 90 days after termination of employment for any reason other than for Cause (as specifically provided defined below)), then the unvested Restricted Shares will immediately vest in full. (c) If the Employee’s employment with the Company or an Affiliate terminates for any reason, other than for Cause (as defined below) or because of the Employee’s death, then *Unless the context indicates otherwise, terms that are not defined in this Agreement and subject to certain restrictions and conditions shall have the meaning set forth in the Plan, . the Awarded Restricted Shares shall continue to vest as followsin accordance with the Vesting Schedule set forth above; provided, however, that any remaining Restricted Shares which do not become vested will immediately be forfeited in accordance with Section 4 of this Agreement if the Employee does any of the following after such termination: a. Fifty percent (50%i) of the Awarded Shares shall vest on the first dateuses, if any, that the Total Enterprise Value equals discloses or exceeds the First TEV Threshold, provided the Participant is employed by misappropriates any Company-Related Information (or if the Participant is a Contractor or an Outside Director, is providing services toas defined below) unless the Company or a Subsidiary on that date. b. Fifty percent (50%) an Affiliate consents otherwise in writing. “Company-Related Information” means any confidential or secret knowledge or information of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or an Affiliate that the Employee has acquired or become acquainted with during the Employee’s employment with the Company or an Affiliate, including, without limitation, any confidential customer list, confidential business information, confidential materials relating to the practices or procedures of the Company or an Affiliate, or any other proprietary information of the Company or an Affiliate; provided, however that Company-Related Information shall not include any knowledge or information that is now published or which subsequently becomes generally publicly known in the form in which it was obtained from the Company or an Affiliate, other than as a Subsidiary on direct or indirect result of the Employee’s disclosure in contradiction of this Section 2(c); (ii) without the prior written consent of the Company or an Affiliate, directly or indirectly, owns, manages, operates, controls or participates in the ownership, management, operation or control of, or becomes connected as an officer, employee, partner, director, consultant, independent contractor or otherwise with, or has any financial interest or other pecuniary interest in, any Competing Business (as defined below). A “Competing Business” means any corporation, partnership, limited liability company or other business association, organization or entity or person of any kind whatsoever that date(i) competes or plans to compete with the Company or any Affiliate in any line of business or (ii) otherwise offers any type of securities, investment or other financial products or services as a principal part of its business, regardless of whether such products or services are currently offered, or proposed to be offered, by the Company or any Affiliate. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination ownership, for passive personal investment purposes only, of Service as a result less than 5% of the Participantvoting stock of any publicly held corporation shall not by itself result in forfeiture of the Restricted Shares; (iii) without the prior written consent of the Company or an Affiliate, accepts a position as an officer, employee, partner, consultant or independent contractor with any corporation, partnership, limited liability company or other business association, organization or entity or person of any kind whatsoever (regardless of whether such position is with a Competing Business) if such position involves duties, responsibilities or expertise similar to that of the Employee’s death position of employment with the Company or Total and Permanent Disability. In additionan Affiliate at the time of the Employee’s termination of such employment; (iv) directly or indirectly, on behalf of the Employee or any other person (including a Competing Business), solicits for employment in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed Competing Business any person who was employed by the surviving corporation Company or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately an Affiliate within three years prior to the effective date of the Employee’s termination of employment; or (v) directly or indirectly, on behalf of the Employee or any other person (including a Competing Business), solicits any customers, clients or accounts of the Company or any Affiliate or otherwise seeks to divert such Change in Controlcustomers, all Awarded Shares not previously vested shall thereupon immediately become fully vested. clients or accounts away from the Company or any Affiliate. (d) Notwithstanding anything herein any other provisions of this Agreement to the contrary, the Committee may in its sole discretion, declare at any time that the event of the Participant’s Termination of Service by the Company without CauseRestricted Shares, the unvested Awarded Shares or any portion thereof, shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingvest immediately.

Vesting. (a) The RSUs shall become vested as follows: (i) 33.3% of the RSUs shall vest on July 16, 2021; (ii) 33.3% of the RSUs shall vest on July 16, 2022; and (iii) 33.4% of the RSUs shall vest on July 16, 2023 (each a “Vesting Date”); provided that the Participant remains in continuous employment with the Company or its Affiliates through the applicable Vesting Date. (b) Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in Sections 2(c) and 2(d) below, if the PlanParticipant’s employment is terminated for any reason, the Awarded Shares (i) this RSU Award Agreement shall vest as follows: a. Fifty percent (50%) terminate and all rights of the Awarded Shares Participant with respect to RSUs that have not vested as of the date of termination shall immediately terminate, (ii) any such unvested RSUs shall be forfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs. (c) If the Participant’s employment is terminated by the Company without Cause, provided that the Participant has not been terminated based on inadequate performance as determined by the Company in its sole discretion, and provided further that the Participant executes and delivers to the Company (and does not revoke) a general release of claims in a form satisfactory to the Company within 60 days following such termination (or such shorter period as may be specified by the Company in accordance with applicable law): (i) a pro rata amount of the RSUs that are scheduled to vest on the first datenext applicable Vesting Date equal to (x) the total number of RSUs that are scheduled to vest on the next applicable Vesting Date, multiplied by (y) a fraction, the numerator of which is the number of full calendar months the Participant has been employed following July 16, 2020 (or, as applicable, any later Vesting Date immediately preceding such termination of employment), and the denominator of which is 12, shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment in accordance with Section 3 below, but in no event later than March 15 of the year following the year in which such date of termination occurs; (ii) this RSU Award Agreement shall terminate and all rights of the Participant with respect to the portion of the RSUs, if any, that have not vested as of the Total Enterprise Value equals or exceeds the First TEV Threshold, provided date of termination in accordance with this Section 2(c) shall immediately terminate; (iii) any such unvested RSUs shall be forfeited without payment of any consideration; and (iv) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs. (d) If the Participant’s employment is employed by terminated due to the Participant’s death or Disability, and provided in each case that the Participant (or the Participant’s estate, if applicable) executes and delivers to the Participant is Company (and does not revoke) a Contractor general release of claims in a form satisfactory to the Company within 60 days following such termination (or an Outside Director, is providing services tosuch shorter period as may be specified by the Company in accordance with applicable law): (i) the Company or a Subsidiary on that date. b. Fifty percent (50%) portion of the Awarded Shares shall RSUs that are scheduled to vest on the first datenext applicable Vesting Date shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment in accordance with Section 3 below, but in no event later than March 15 of the year following the year in which such date of termination occurs; (ii) this RSU Award Agreement shall terminate and all rights of the Participant with respect to the portion of the RSUs, if any, that have not vested as of the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided date of termination in accordance with this Section 2(d) shall immediately terminate; (iii) any such unvested RSUs shall be forfeited without payment of any consideration; and (iv) neither the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result nor any of the Participant’s death successors, heirs, assigns, or Total and Permanent Disability. In addition, personal representatives shall thereafter have any further rights or interests in the event that such unvested RSUs. (e) Notwithstanding anything set forth in this Section 2 if (i) a Change in Control occurs, and (ii) this Agreement the Participant’s employment is not assumed terminated by the surviving corporation Company without Cause on or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to after the effective date of such the Change in Control but prior to 24 months following the Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein and (iii) provided that the Participant executes and delivers to the contrary, Company (and does not revoke) a general release of claims in a form satisfactory to the event of the Participant’s Termination of Service Company within 60 days following such termination (or such shorter period as may be specified by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; providedapplicable law), that any Awarded Shares that do not become vested within the one (1) year period then all unvested RSUs shall immediately following such Termination of Service vest and shall be immediately forfeited and shall cease to be outstandingsettled as soon as practicable after the date of such termination of employment in accordance with Section 3 below, but in no event later than March 15 of the year following the year in which such date of termination occurs.

Vesting. Except as specifically provided in this Agreement and subject Contrary to certain restrictions and conditions the vesting dates set forth in the PlanOffering Memorandum and the Partnership Agreement (as it relates to Class O Interests), any Class O Interests acquired pursuant to this offering will vest one-third on December 31, [ ], an additional one-third on December 31, [ ] (for a total of two-thirds having vested as of such date, including the amount vested on December 31, [ ]) and the final one-third on December 31, [ ] (for a total of 100% having vested as of such date, including the amounts vested on December 31, [ ] and December 31, [ ]) (each date, a “Class O Vesting Date” and together, the Awarded Shares shall vest “Class O Vesting Dates”). Except in the case of Retirement (as follows: a. Fifty percent described below), a departure from ▇▇▇▇▇▇▇ ▇▇▇▇▇ (50%or any successors thereto) for any reason (whether due to voluntary or involuntary termination of employment) prior to the applicable Class O Vesting Date will result in the automatic forfeiture, for no consideration, of the Awarded Shares shall vest on the first dateunvested portion of your Class O Interests. These vesting provisions will apply irrespective of involuntary termination (including due to downsizing) or death or adjudication of incompetence (i.e., if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that datevesting will not be accelerated for any reason). Notwithstanding the foregoing, all Awarded Shares if the Employment of an Executive Participant is terminated by Retirement, such Executive Participant’s Class O Interests will not previously be subject to forfeiture. Instead, such Interests that have not yet vested shall immediately will vest according to the Class O Vesting Dates set forth above; provided, however, that such Executive Participant’s rights to any Class O Interest that become vested by virtue of Retirement will terminate and such Executive Participant will have no further rights in full upon a Termination respect of Service as a result of the that Class O Interest following such Executive Participant’s death Association with a Covered Enterprise on or Total and Permanent Disabilitybefore the applicable Class O Vesting Date. In addition, Class O Interests will not be eligible for continued vesting as described in the event that preceding sentence if: (i) a Change in Control occurssuch Executive Participant or ▇▇▇▇▇▇▇ ▇▇▇▇▇ gives notice of termination, and or such Executive Participant’s Employment terminates for any reason, prior to the date such Executive Participant would otherwise qualify for Retirement; (ii) this Agreement such Executive Participant’s Employment terminates while ▇▇▇▇▇▇▇ ▇▇▇▇▇ is not assumed by the surviving corporation considering whether such Executive Participant engaged in conduct constituting Cause or its parent, after ▇▇▇▇▇▇▇ ▇▇▇▇▇ determines that such Executive Participant has engaged in conduct constituting Cause; or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior (iii) such Executive Participant has Breached an Obligation to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vestedFirm. Notwithstanding anything herein to the contrary▇▇▇▇▇▇▇ ▇▇▇▇▇ will determine, in its sole discretion, whether the event Executive Participant meets the eligibility criteria for continued vesting described in this paragraph, and the Interests to which continued vesting may apply. The terms and conditions of an investment in the Fund applicable to an Executive Participant’s Termination Interests will remain in full force and effect; including, without limitation, provisions that provide for termination of Service by some or all of an Executive Participant’s rights such as redemption, transfer and/or forfeiture of vested Class O Interests, as well as the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease Additional Conditions Applicable to be outstanding.Class O Interests described below. [ ]

Vesting. Except as specifically provided (a) If the Grantee remains in this Agreement and subject to certain restrictions and conditions set forth in continuous service with the PlanEmployer from January 1, 2016 through December 31, 2016 (the Awarded Shares shall vest as follows: a. Fifty “2016 Service Period”), fifty percent (50%) of the Awarded Shares Certified Award shall vest on the first dateand become non-forfeitable. Thereafter, if anythe Grantee remains in continuous service with the Employer from January 1, that 2017 through December 31, 2017 (the Total Enterprise Value equals or exceeds “2017 Service Period”), the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty remaining fifty percent (50%) of the Awarded Shares Certified Award shall vest on the first dateand become non-forfeitable. Except as set forth herein, if any, any Performance Units that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by do not vest due to (or if the Participant is a Contractor or an Outside Director, is providing services toX) the Company failure to fully satisfy the applicable performance goal shall be forfeited as of December 31, 2016 or a Subsidiary on that date. Notwithstanding (Y) the foregoingfailure to satisfy the continuous service requirements with the Employer shall be forfeited as of the date of such termination of employment and, all Awarded Shares in either such case, the Grantee shall not previously vested have any further rights with respect to those Performance Units. (b) If the Grantee’s service with the Employer ceases due to (i) the death of the Grantee, or (ii) the termination by the Employer because the Grantee becomes “totally disabled” (as defined below), the Grantee shall immediately become vested in full upon a Termination of Service as a result portion of the Participant’s death or Total and Permanent Disability. In additionPerformance Units, as follows: (i) If such cessation occurs during the 2016 Service Period, the portion shall be fifty percent (50%) of the Target Award. (ii) If such cessation occurs during the 2017 Service Period, in addition to any portion of the event that Performance Units to which the Grantee had become vested on account of the 2016 Service Period, the portion of the Performance Units to which the Grantee shall become vested on account of the 2017 Service Period shall be fifty percent (50%) of the Certified Award. (c) If the Grantee’s service with the Employer ceases due to (i) a Change in Control occurstermination by the Employer without “cause” (as defined below), and or (ii) this Agreement is not assumed the resignation by the surviving corporation or its parentGrantee with “good reason” (as defined below), or the surviving corporation or its parent does not substitute its own restricted sharesGrantee, then immediately prior subject to the effective date Grantee’s execution and delivery of such Change a general release of claims against the Company and its affiliates in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service a form prescribed by the Company without Causeand subject further to that release becoming irrevocable within 45 days following the Grantee’s cessation of service, shall become vested in a portion of the Performance Units, as follows: (i) If such cessation occurs during the 2016 Service Period, the unvested Awarded Shares portion shall remain outstanding for a period be fifty percent (50%) of one the Certified Award. (1ii) year following If such Termination cessation occurs during the 2017 Service Period, in addition to any portion of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not the Performance Units to which the Grantee had become vested within on account of the one 2016 Service Period, the portion of the Performance Units to which the Grantee shall become vested on account of the 2017 Service Period shall be fifty percent (150%) year period immediately following of the Certified Award. (d) If the Grantee’s service with the Employer ceases due to a resignation by the Grantee without “good reason” or due to a termination by the Employer for cause, the Grantee, shall become vested in a number of Performance Units, as follows: (i) If such Termination resignation or termination occurs during the 2016 Service Period, 100% of Service the Performance Units shall be immediately forfeited and the Grantee shall cease not have any further rights with respect to this Grant. (ii) If such cessation occurs during the 2017 Service Period, although the Grantee shall remain vested in any portion of the Performance Units to which the Grantee had become vested on account of the 2016 Service Period, the remaining balance of the Performance Units shall be outstandingimmediately forfeited and the Grantee shall not have any further rights with respect to this such Performance Units. (e) For purposes of this Agreement:

Vesting. a. Except as specifically otherwise expressly provided in this Agreement and Section 4.b hereof, subject to certain restrictions and conditions set forth in the PlanParticipant’s continued employment or service through each applicable vesting date, the Awarded Shares shall vest as follows: a. Fifty percent (50%i) 20% of the Awarded Shares RSUs (the “Initial Tranche”) shall vest on the earlier to occur of (A) one hundred and eighty (180) days after the pricing of an underwritten public offering of the Common Stock that occurs following the Effective Date and (B) two (2) business days after the first date, if any, day that the Total Enterprise Value equals or exceeds Common Stock becomes listed on a nationally recognized securities exchange through a direct listing that does not occur in conjunction with an underwritten public offering (as applicable, the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs“Initial Vesting Date”), and (ii) this Agreement an additional 20% of the RSUs shall vest on each of the first four (4) anniversaries of the date of grant. b. Notwithstanding anything to the contrary contained in Section 4.a hereof, upon a Participant’s Qualifying Termination, (i) 100% of the unvested RSUs shall vest, if such Qualifying Termination occurs on or before the first anniversary of the date of grant; (ii) 50% of the unvested RSUs shall vest, if such Qualifying Termination occurs after the first anniversary and on or before the second anniversary of the date of grant; and (iii) 25% of the unvested RSUs shall vest, if such Qualifying Termination occurs after the second anniversary and on or before the third anniversary of the date of grant; provided, that if a Participant undergoes a Qualifying Termination or is not assumed by terminated due to death or Disability, in each case, prior to the surviving corporation or its parentInitial Vesting Date, or the surviving corporation or its parent does not substitute its own restricted sharesInitial Tranche shall vest on the date of such termination. c. Notwithstanding anything to the contrary contained in Section 4.a hereof, then 100% of the RSUs shall vest immediately prior to the effective consummation of a Change in Control. d. Subject to Section 4.b hereof, vesting shall cease immediately upon termination of Participant’s employment or service for any reason, and any portion of the RSUs that has not vested on or prior to the date of such Change in Control, all Awarded Shares not previously vested termination shall thereupon immediately become fully vestedbe forfeited on such date. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without CauseOnce vesting has occurred, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting vested portion will be settled at the time specified in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding6 hereof.

Vesting. Except as specifically provided (a) Unless the Committee otherwise determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Agreement and subject to certain restrictions and conditions set forth in or Section 10.1(b) of the Plan, Restricted Stock Units will vest, in whole or in part, only in accordance with this Section 5. (b) After December 31, 20[●] but prior to M▇▇▇▇ ▇▇, ▇▇[●], (▇) the Awarded Shares shall Committee will certify the number and type of Restricted Stock Units that will vest (the date as follows: a. Fifty percent of which such certification is made, the “Committee Certification Date”) based on the Committee’s assessment in its sole discretion (50%after input from the Company’s Chief Executive Officer) of the Awarded Shares shall vest on Grantee’s satisfaction of such discretionary performance objectives for calendar year 20[●] as may be deemed relevant by the first dateCommittee, if any, that including the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) Committee’s exercise of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occursany negative discretion, and (ii) the Committee will specify the Vesting Date of such Restricted Stock Units, which Vesting Date will be not later than March 15, 20[●]. (c) Upon the satisfaction of any other applicable restrictions, terms and conditions of the Plan and this Agreement is not assumed by the surviving corporation or its parentAgreement, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior any RSU Dividend Equivalents with respect to the effective date of such Change in Control, all Awarded Shares Restricted Stock Units that have not previously theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in extent that the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares Restricted Stock Units related thereto shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting have become vested in accordance with this Section 3; provided, that any Awarded Shares Agreement. (d) Any Restricted Stock Units that do not become vested within vest pursuant to Section 5(b) will automatically be forfeited as of the one Close of Business on the Committee Certification Date, together with any related Unpaid Dividend Equivalents. (1e) year period immediately following Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Stock Units or related Unpaid RSU Dividend Equivalents in which the Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by or providing services to the Company or its Subsidiaries from the Grant Date through such Termination date (the vesting or forfeiture of Service shall be immediately forfeited such Restricted Stock Units and shall cease related Unpaid RSU Dividend Equivalents to be outstandinggoverned instead by Section 6 hereof).

Vesting. Except as specifically provided (i) The Restricted Stock will become vested and cease to be Restricted Stock, and accordingly, the restrictions contained in this Agreement Sections 2, 3(a) and 3(b) will no longer apply (but the Shares will remain subject to certain restrictions and conditions set forth in Section 5) on _____________ (the Plan, the Awarded Shares shall vest as follows: a. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, “Vesting Date”); provided that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is continuously providing services to) to the Company or a Subsidiary on that datean Affiliate from the Grant Date through the Vesting Date. b. Fifty percent (50%ii) of Notwithstanding Section 3(c)(i), the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately Restricted Stock will become vested in full and cease to be Restricted Stock prior to the Vesting Date upon a Termination of Service as a result the date of the Participant’s death or Total and Permanent Termination due to Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to on the effective date of such Change the consummation of a Control in ControlChange, provided in all events that the Participant is continuously providing services to the Company or an Affiliate from the Grant Date through the applicable vesting date. (iii) There will be no proportionate or partial vesting in the periods prior to any vesting date and, subject to Sections 3(c)(i) and 3(c)(ii), as applicable, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein vesting pursuant to Sections 3(c)(i) and 3(c)(ii) will occur only on the contrary, in the event of appropriate vesting date subject to the Participant’s Termination continuously providing services to the Company or an Affiliate from the Grant Date through such date. (iv) When any Shares of Service Restricted Stock become vested, the Company will within thirty (30) days of the vesting date issue and deliver, unless the Company is using a book entry or similar method pursuant to Section 8, in which case the Company will upon the Participant’s request promptly issue and deliver, to the Participant a new stock certificate registered in the name of the Participant for such Shares without the legend set forth in Section 4(a) hereof and deliver to the Participant such Shares and any related other RS Property (all of which is included in the term Restricted Stock), in each case free of all liens, claims and other encumbrances (other than those created by the Company without CauseParticipant), the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease subject to be outstandingapplicable withholding taxes.

Vesting. Except (a) Subject to Grantee's continuous employment by or continued relationship as specifically provided an individual services provider or director of the Company and/or its affiliates ("Continuous Service") through the applicable vesting date, the Restricted Stock granted and issued hereby shall become vested as follows: [_____________________________]. The period over which applicable shares of Restricted Stock remain unvested is referred to as the "Restricted Period" with respect to solely such applicable shares of unvested Restricted Stock (such that, for the avoidance of doubt, upon vesting any Vested Stock shall no longer be considered within the Restricted Period). Shares of Restricted Stock that have vested in accordance with the provisions of this Section 2 are referred to as "Vested Stock". Shares of Restricted Stock that have not vested in accordance with the provisions of this Section 2 are referred to as "Unvested Stock". (b) If Grantee's Continuous Service terminates for any reason, other than death or Disability, at any time before all of his or her Restricted Stock has vested, Grantee's Unvested Stock shall be automatically forfeited upon such termination of Continuous Service and neither the Company nor any affiliate of the Company shall have any further obligations to Grantee under this Agreement and subject with respect to certain restrictions and conditions set forth in such Unvested Stock. (c) The foregoing vesting schedule notwithstanding, if Grantee's Continuous Service terminates due to Grantee's death, 100% of the Plan, the Awarded Shares Unvested Stock shall vest as follows: a. Fifty percent (50%) of the Awarded Shares shall vest on the first datedate of such termination. (d) The foregoing vesting schedule notwithstanding, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant Grantee's Continuous Service is employed terminated by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) an affiliate of the Awarded Shares Company due to a Disability, 100% of the Unvested Stock shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Controltermination. (e) The foregoing vesting schedule notwithstanding, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to upon the contraryoccurrence of a Substantial Corporate Change, in the event 100% of the Participant’s Termination Unvested Stock shall vest as of Service by the Company without Cause, date of the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingSubstantial Corporate Change.

Vesting. (a) Except as specifically otherwise provided in this Agreement and Section 3, the RSUs shall become vested in accordance with the following schedule, if as of each such date Director has continuously served as a director on the Board and/or on the board of directors of the Subsidiaries since the date hereof, such that, subject to certain restrictions the other terms and conditions set forth of this Agreement, all of the RSUs shall be vested on September 12, 2010: September 12, 2009 8,500 RSUs September 12, 2010 Additional 8,500 RSUs (b) Except as otherwise provided in this Section 3, if Director’s directorship with the PlanCompany and/or its Subsidiaries terminates for any reason (including upon the death or disability of Director prior to the vesting of all or any portion of the RSUs awarded under this Agreement), such unvested portion of the RSUs shall immediately be cancelled and Director (and Director’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such RSUs. (c) In addition to Sections 3(a)-(b) above, upon a termination of Director’s directorship with the Company that also constitutes a “separation from service” within the meaning of Treas. Reg. § 1.409A-3(i)(5) within twelve months following a “Change in Control,” as defined below, of the Company (the “Change in Control Termination”), the Awarded Shares RSUs shall vest as follows: a. Fifty percent : (50%A) of if the Awarded Shares Change in Control Termination occurs on or before September 12, 2009, 8,500 RSUs shall vest on the first date, if any, that date of the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by Change in Control Termination and (or B) if the Participant is a Contractor or an Outside DirectorChange in Control Termination occurs on any date from September 13, is providing services to2009 up to and including September 12, 2010, the remaining 8,500 RSUs shall vest. For purposes of this Agreement, (x) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested term “Change in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that Control” means (i) the consummation of any transaction or series of transactions resulting in a Third Party (or group of affiliated third parties) owning, directly or indirectly, securities of the Company possessing the voting power to elect a majority of the members of the Board (whether by merger, consolidation or sale or transfer of the Company’s securities) or (ii) the sale, transfer or other disposition of all or substantially all of the business and assets of the Company, whether by sale of assets, merger or otherwise (determined on a consolidated basis) to a Third Party (or group of affiliated third parties), and (y) the term “Third Party” means any person or entity who or which (i) does not own any of the Company’s securities as of the date of this Agreement, (ii) is not controlling, controlled by or under common control with any person or entity that owns any of the Company’s securities as of the date of this Agreement and (iii) is not the spouse or descendent (by birth or adoption) of any person who directly or indirectly owns or controls any of the Company’s securities as of the date of this Agreement. Upon the occurrence of a Change in Control occursTermination in the time period described in either clause (A) or (B) of the first sentence of this Section 3(c), the Board shall be permitted, in its sole discretion, to cause the Company to pay to Director in substitution for the vesting of Director’s RSUs and (ii) this Agreement is not assumed by the surviving corporation or its parentdelivery of Common Stock to Director under such circumstances and in respect of each share of Common Stock that would otherwise be issuable upon such vesting, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior cash in an amount per share of Common Stock equal to the effective date of such price per share payable in the Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, Control in the event respect of the Participant’s Termination each issued and outstanding share of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingCommon Stock.

Vesting. Except (a) Subject to Section 4(b) hereof and the further provisions of this Agreement, a number of whole shares of Restricted Stock as specifically provided close as possible to 25% of the total number of shares granted hereunder shall vest on each of the first four anniversaries of November 15, 20__ [insert year in this Agreement and subject to certain restrictions and conditions set forth which Effective Date occurs] (each such date, a “Vesting Date”). (b) In the event of the occurrence of a Change in Control, as defined in Section 3.8(a) of the Plan, the Awarded Shares shall vest as follows: a. Fifty percent (50%) of the Awarded Shares shall vest in effect on the first datedate of such occurrence, if anybefore all the shares of Restricted Stock are vested, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares Restricted Stock shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon on the date of such Change in Control. However, Participant agrees that such vesting shall be waived in the event that (x) such Change in Control is also a Termination Change of Service Control of Genco Shipping & Trading Limited (“Genco”) pursuant to the Participant’s Employment Agreement with Genco dated as of September 21, 2007 (the “Genco Employment Agreement”) and (y) such Change in Control is not a Change in Control as described in clause (i)(B) or (ii)(B) of the definition provided in Section 3.8(a) of the Plan; provided that in the event that the Participant’s employment with Genco does not terminate within three months of such Change in Control other than as a result of the Participant’s death or Total and Permanent Disabilitydisability, such vesting shall occur exactly three months after the Change in Control notwithstanding such waiver. In additionFor the avoidance of doubt, in the event that (i) of the occurrence of a Change in Control occurs, and of the circumstances in clauses (x) and (iiy) this Agreement is not assumed by above, if the surviving corporation or its parent, or the surviving corporation or its parent Participant’s employment with Genco does not substitute its own restricted shares, then immediately prior to the effective date terminate within three months of such Change in Control, all Awarded Shares not previously the Restricted Stock shall become vested shall thereupon immediately become fully vested. Notwithstanding anything herein to in full exactly three months after the contraryChange in Control, in the event of and if the Participant’s Termination employment with Genco terminates within three months of such Change in Control as a result of death or disability, then the Restricted Stock shall become vested in full in connection with such termination of employment with Genco. (c) In the event the Participant is providing Service to the Company pursuant to the Participant's Employment Agreement with the Company dated as of December 19, 2013 (the “Employment Agreement”) or is obligated to do so, and the Participant’s Service (as defined below) to the Company is terminated before all the shares of Restricted Stock are vested by the Company without Causecause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement), then the Restricted Stock shall become vested in full on the date of such termination. (d) In the event the Participant is not providing Service to the Company pursuant to the Employment Agreement and is not obligated to do so pursuant to the Employment Agreement, and the Participant’s Service with the Company and Genco is terminated before all the shares of Restricted Stock are vested by the Company without cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement), the unvested Awarded Shares Restricted Stock shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within in full on the one (1) year period immediately following date of such Termination of Service shall be immediately forfeited and shall cease to be outstandingtermination.

Vesting. Except as specifically provided in this Agreement and (a) The Shares subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares Option shall vest become vested as follows: a. Fifty percent : one-fourth (50%1/4th) of the Awarded Shares subject to the Option shall vest on the first dateanniversary of the Date of Grant (the “Initial Vesting Date”) and the remaining three-fourths (3/4ths) of the Shares subject to the Option shall vest in a series of thirty-six (36) successive equal monthly installments on each subsequent monthly anniversary of the Initial Vesting Date (each a “Vesting Date”) such that the entirety of the Option shall be vested as of the fourth (4th) anniversary of the Date of Grant; provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through, and has not given or received a notice of termination of such employment as of, each applicable Vesting Date. (b) Except as set forth in Section 2(c) below, if the Participant’s employment is terminated for any reason prior to the Vesting Date, (i) this Option Award Agreement shall terminate and all rights of the Participant with respect to the Shares subject to the Option that have not vested shall immediately terminate, (ii) any such unvested Shares subject to the Option shall be forfeited without payment of any consideration, and (iii) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested Shares subject to the Option. (c) If the Participant’s employment is terminated either (x) by the Company without Cause or (y) due to the Participant’s death or Disability, and provided in each case that the Participant (or the Participant’s estate, if applicable) executes and delivers to the Company (and does not revoke) a general release of claims in a form satisfactory to the Company within sixty (60) days following such termination (or such shorter period as may be specified by the Company in accordance with applicable law): (i) the portion of the Shares subject to the Option that are scheduled to vest during the period that is six (6) months following such termination date shall immediately vest on the date of such termination of employment, (ii) this Option Award ​ ​ ​ ​ Agreement shall terminate and all rights of the Participant with respect to the portion of the Shares subject to the Option, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) have not vested as of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting termination in accordance with this Section 3; provided2(c) shall immediately terminate without payment of any consideration, that and (iii) neither the Participant nor any Awarded of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested Shares that do not become vested within subject to the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingOption.

Vesting. Except as specifically provided in this Agreement and subject Each Award of Restricted Shares to certain restrictions and conditions set forth an Employee shall become fully vested, in the Plandiscretion of the Committee, over a period no shorter than three years from the date of grant, as specified in the Award Agreement, except that Restricted Shares granted to a new Employee in the fiscal year of the Company in which his or her Service first commences may become vested more quickly, but over a period no shorter than one year from the date of grant. Vesting shall occur, at once or in installments, upon satisfaction of the conditions specified in the Award Agreement. If the conditions on vesting have not been satisfied as of the Employee’s termination of employment, the Awarded unvested Shares shall vest as follows: a. Fifty percent (50%) be forfeited, provided that an Award Agreement may provide for accelerated vesting in the event of the Awarded Employee’s death, Disability or Retirement or other events. Restricted Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) of a Change in Control occursunless the Shares vest on the basis of the performance of the Company, and (ii) this Agreement is not assumed by a Subsidiary or a business unit, in which case the provisions of Section 12 shall control, or the acquiring or surviving corporation or its parent, parent or subsidiary assumes the outstanding Restricted Shares or substitutes its own stock for the outstanding Restricted Shares or the outstanding Restricted Shares are converted into stock of the surviving corporation or its parent does not substitute or subsidiary. If the acquiring or surviving corporation or its parent or subsidiary assumes the outstanding Restricted Shares or substitutes its own restricted sharesstock for the Restricted Stock, then immediately prior to a Participant’s assumed or substituted Shares shall become fully vested in the effective date event the Participant’s service with the Company or the acquiring or surviving corporation (or with any of such their respective parent or subsidiary corporations) is terminated involuntarily without Cause within 24 months after the Change in Control, all Awarded . The vesting requirements of Restricted Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein granted to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service Outside Directors shall be immediately forfeited and shall cease subject to be outstandingSection 15(b).

Vesting. All of the Restricted Shares initially shall be unvested. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the PlanSection 3, the Awarded Restricted Shares shall vest as follows: a. Fifty percent (a) 50%) % of the Awarded Restricted Shares shall vest on , and 50% of the first dateRestricted Shares shall vest on [dates selected shall be two and four years after grant and tied to filing of 10-Q or 10-K with SEC to permit trading of stock in an open window period]; (b) If, prior to the Restricted Shares vesting in full, Employee ceases to be employed by the Company as a result of death or Disability, or if the Company fails to have this Agreement assumed pursuant to Section 10 or if, following a Change of Control, in addition to death or Disability, the Employee’s employment is terminated without Cause or for Good Reason, as such terms are defined below, all of the Restricted Shares not then vested shall immediately vest; and (c) If paragraph (b) does not apply and, on or after 18 months* following the date of this Agreement, the Company terminates Employee’s employment for any reason, other than for Cause, or the Employee terminates his or her employment due to retirement on or after reaching age 62*, then in such event a pro-rata portion of the then unvested Restricted Shares shall vest, with the number determined by multiplying the number of Restricted Shares covered by this Agreement by a fraction, the numerator of which is the number of whole months that have passed since the date of this Agreement (purely for example, from a date certain in one month to the same date in the immediately succeeding month shall be considered one full month) to the date of termination of employment, and the denominator of Form 12/19/06 which is 48 (rounded to the nearest whole share), and from that number so determined subtracting the number of Restricted Shares, if any, that then had previously vested under clause 2(a) above. [*The Chief Executive Officer, in his discretion, may in particular cases lower the Total Enterprise Value equals or exceeds requirement for 18 months of service to 12 months and lower the First TEV Threshold, provided the Participant is retirement age from age 62 to 59.5 years and may request a non-competition agreement for such changes.] Nothing contained in this Agreement shall confer upon Employee any right to be employed by (Cray or if to continue to provide services to Cray or to interfere in any way with the Participant is a Contractor right of Cray to terminate Employee’s services at any time for any reason, with or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding.

Vesting. Except (a) The RSUs granted to the Non-Employee Director shall vest and payment in respect of such number of RSUs shall be made in accordance with Section 2(e) as specifically to the percentage of the RSUs indicated on the dates specified below (each an “RSU Vesting Date”), provided that the Non-Employee Director has remained in the continuous service as a member of the Company’s Board from the Grant Date through and including each applicable RSU Vesting Date, except as provided in this Agreement Sections 2(b) and subject to certain restrictions and conditions 2(c): First Anniversary of the Grant Date 25 % Second Anniversary of the Grant Date 25 % Third Anniversary of the Grant Date 25 % Fourth Anniversary of the Grant Date 25 % Any fractional RSUs resulting from the strict application of the incremental percentages set forth in above will be disregarded and the Plan, actual number of RSUs becoming vested on any specific RSU Vesting Date will cover only the Awarded Shares shall vest as follows: a. Fifty percent (50%) full number of RSUs determined by applying the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that daterelevant incremental percentage. b. Fifty percent (50%b) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that during the period of the Non-Employee Director’s service on the Board after the Grant Date: (i) the Non-Employee Director dies, or (ii) the Non-Employee Director incurs a disability (as determined by the Board Committee), (such events are collectively referred to as “Acceleration Events”), then all outstanding unvested RSUs shall immediately vest and be payable as of the date of the applicable Acceleration Event, subject to Section 2(d) below. (c) In the event that during the period of the Non-Employee Director’s service on the Board after the Grant Date a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted sharesshall occur, then immediately all outstanding unvested RSUs that have not been forfeited prior to the effective date of such Change in Control shall vest and be payable on the date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein . (d) In the event that any calendar date on which vesting is purportedly scheduled pursuant to the contraryterms of Sections 2(a), in the event of the Participant’s Termination of Service by the Company without Cause2(b) or 2(c) above is not a Business Day (as defined below), the unvested Awarded Shares vesting shall remain outstanding automatically be delayed until the first Business Day following that calendar date. “Business Day” means a date on which commercial banks in New York, New York are open for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandinggeneral business.

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the PlanUnless earlier terminated, forfeited, relinquished or expired, the Awarded Shares shall Restricted Stock Units will vest as follows:, subject to the Participant remaining in continuous Employment from the Date of Grant through such vesting date. a. Fifty percent (50%i) Except as provided in Section 3(a)(ii) below, [●]% of the Restricted Stock Units will vest on each of the first [●] anniversaries of the Date of Grant, with the number of Restricted Stock Units that vest on any such date being rounded down to the nearest whole Share and the Award becoming vested as to 100% of the Restricted Stock Units on the [●] anniversary of the Date of Grant; provided, however, that in no event will any portion of the Restricted Stock Units be scheduled to vest prior to the first anniversary of the Date of Grant, in accordance with Section 6(a)(4) of the Awarded Shares Plan. (ii) If provision is made to assume or substitute the Restricted Stock Units in connection with a Change in Control pursuant to Section 7(a)(1) of the Plan and the Company or successor to the Company terminates the Participant’s Employment without Cause or for Good Reason as of or within the one-year period following the consummation of the Change in Control, the Restricted Stock Units, to the extent then unvested, will automatically vest upon such cessation of Employment. The vesting of the unvested and outstanding portion of this Award pursuant to the immediately preceding sentence is conditioned, however, upon the Participant’s signing a release of claims in a form provided by the Company (a “Release”), which Release must be executed, returned and, to the extent applicable, no longer subject to revocation, within 60 days following the Participant’s termination of Employment or such shorter period of time as provided in the Release (the “Release Period”); the date such Release has been executed, returned and, to the extent applicable, no longer subject to revocation, is the “Release Effective Date”. Notwithstanding anything to the contrary contained in this Section 3(a)(ii), the unvested and outstanding portion of this Award shall remain outstanding during the Release Period and shall vest on the first dateRelease Effective Date, if any, that so long as the Total Enterprise Value equals or exceeds Release Effective Date occurs during the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that dateRelease Period. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding.

Vesting. Except as specifically provided in this Agreement and subject (a) Subject to certain restrictions and conditions the accelerated vesting provisions set forth in the PlanSection 3(b) or Section 3(c) below, the Awarded Shares Units shall vest as follows: a. Fifty percent (50%) vest, on a cumulative basis, with respect to 20% of the Awarded Shares shall vest Units on the first anniversary of the Grant Date, and as to an additional 20% on each succeeding anniversary of the Grant Date (each such date, if anya “Vesting Date”), that so as to be 100% vested on the Total Enterprise Value equals or exceeds the First TEV Thresholdfifth anniversary thereof, provided that Holder has not incurred a Termination of Service prior to the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that daterespective Vesting Date. b. Fifty percent (50%b) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result if the Holder is an employee of the Participant’s death Company or Total and Permanent Disabilityany Subsidiary on the Grant Date: 1. In addition, The Units shall vest as to 100% of the then unvested Units in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by Holder’s Account upon the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the ParticipantHolder’s Termination of Service by the Company without Cause, ; 2. The Units shall vest as to 100% of the then unvested Awarded Shares shall remain outstanding for Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If the Holder incurs a period of one (1) year following such Termination of Service and for any reason other than by the Company without Cause or death, all Units which have not vested at the time of such termination shall remain eligible be automatically forfeited. (c) Notwithstanding the foregoing, if the Holder is a non-employee director of the Company on the Grant Date: 1. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service for vesting any reason other than the Holder voluntarily electing to resign from the Board of Directors, voluntarily electing not to stand for re-election to the Board of Directors or being involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the stockholders of the Company); 2. The Units shall vest as to 100% of the then unvested Units in accordance with the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If the Holder voluntarily resigns from the Board of Directors, voluntarily elects not to stand for re-election to the Board of Directors or is involuntarily removed from the Board of Directors (excluding, for this Section 3; providedpurpose, a failure to be re-elected by the stockholders of the Company), all Units which have not vested as of the date that any Awarded Shares that do not become vested within the one (1) year period immediately following such Holder incurs a Termination of Service shall be immediately automatically forfeited and shall cease to be outstandingupon the Termination of Service.

Vesting. Except as specifically provided in this Agreement and subject (a) The Restricted Stock Units granted to certain restrictions and conditions set forth in the Plan, the Awarded Shares Employee hereunder shall vest as follows: a. Fifty percent , subject to Employee’s continuous employment with the Company or any of its Affiliates through the vesting date: (501) 1/4 (25%) of the Awarded Shares Restricted Stock Units shall vest on the date the Stock becomes Freely Tradable; (2) an additional 1/4 of the Restricted Stock Units shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) anniversary of the Awarded Shares date the Stock becomes Freely Tradable; (3) an additional 1/4 of the Restricted Stock Units shall vest on the first date, second anniversary of the date the Stock becomes Freely Tradable; and (4) the remaining 1/4 of the Restricted Stock Units shall vest on the third anniversary of the date the Stock becomes Freely Tradable. (b) An Employee’s Restricted Stock Units shall become 100% vested on the date of a Change in Control if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is Employee remains continuously employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or any of its Affiliates until the date of a Subsidiary on that dateChange in Control or if Employee has a Constructive Termination prior to the Change in Control. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) If a Change in Control occurs, and (ii) this Agreement is not assumed the Company may elect to pay the Restricted Stock Units at the time specified in Section 2.3 in cash rather than issuing Stock to Employee. Such cash payment shall be equal to the fair value of the Stock on the date it would otherwise be issued, as reflected by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior transaction giving rise to the effective date of such a Change in Control, all Awarded Shares or if such transaction is not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein a sale of Stock, fair value as determined in good faith by the Company. (c) If, prior to a Liquidity Event, an Employee has an involuntary termination of Employee’s employment with the contraryCompany due to death, in the event of the Participant’s Termination of Service disability, or without cause termination by the Company without Causedue to elimination of Employee’s position, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following Employee’s Restricted Stock Units shall not be forfeited until the six-month anniversary of such Termination death, the date Employee ceased performing services due to Disability, or the date of Service termination due to elimination of Employee’s position, and (2) if a Liquidity Event occurs prior to the expiration of such six-month period, then on the date of the Liquidity Event, Employee shall remain eligible for vesting vest in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within 1/4 of the one (1) year period immediately following such Termination of Service Restricted Stock Units and Employee’s remaining unvested Restricted Stock Units shall be immediately forfeited and surrendered to the Company. (d) Except as provided in subsections (a) through (c) above, Employee shall cease forfeit all of Employee’s unvested Restricted Stock Units upon termination of employment with the Company and its Affiliates. (e) Notwithstanding (a) through (c) above, in the event vesting in the Restricted Stock Units would cause compensation income to Employee within the meaning of Section 280G of the Internal Revenue Code (as amended) that would cause the Company to lose any of its deduction for compensation paid to Employee, the number of Restricted Stock Units that shall vest shall be outstanding.limited to the minimum number of Restricted Stock Units that can vest without any loss in the Company’s deduction under Section 280G, all as determined in good faith by the Company. The remainder of the Restricted Stock Units shall be forfeited, and such forfeiture shall be of the Restricted Stock Units that vest latest in time. Company hereby agrees to use reasonable efforts to obtain shareholder approval for vesting of the Restricted Stock Units so that such vesting does not cause compensation in excess of Code Section 280G.

Vesting. Except as specifically provided in (a) Subject to the terms of this Agreement and subject to certain restrictions and conditions set forth in the PlanSection 3, the Awarded Shares Stock Units shall vest as followsbecome vested upon the date each of the following performance conditions is achieved (each, a “Vesting Date”), provided that the Participant continues to be employed by, or provide service to, the Company and its subsidiaries (the “Employer”) from the Date of Grant until the applicable Vesting Date: a. Fifty percent (i) 50%) % of the Awarded Shares Stock Units shall vest become vested upon the earlier of (A) the date of the acceptance by the United States Food and Drug Administration of the Company’s New Drug Application (NDA) or (B) the date market capitalization of the Company, determined by multiplying the closing per-share sales price of a share of Common Stock during regular trading hours on the first relevant date by the total number of shares of Common Stock issued and outstanding on such date, if any, that the Total Enterprise Value equals or exceeds $500,000,000 (the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date.“Market Capitalization Target”); and ​ ​ b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is the remaining 50% of the Stock Units shall become vested on the date that the Company achieves the Market Capitalization Target. (b) The vesting of the Stock Units shall be cumulative, but shall not assumed by exceed 100% of the surviving corporation or its parentStock Units. If the foregoing schedule would produce fractional Stock Units, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior number of Stock Units that vest shall be rounded down to the effective date nearest whole Stock Unit and the fractional Stock Units will be accumulated so that the resulting whole Stock Units will be included in the number of such Change in Control, all Awarded Shares not previously Stock Units that become vested shall thereupon immediately become fully vestedon the last Vesting Date. ​ (c) Notwithstanding anything herein to the contrarySection 3(a) above or Section 4 below, in the event of the Participant’s Termination termination of Service by the Company without Causeemployment on account of death, the unvested Awarded Shares Stock Units shall remain outstanding for become vested upon the achievement of the performance conditions set forth in Section 3(a)(i) and (ii), to the extent that such conditions are achieved on or prior to the twelve (12) month anniversary of the Participant’s death. On the twelve (12) month anniversary of the Participant’s death, all Stock Units that have not become vested as of such date shall be forfeited. (d) [Notwithstanding Section 3(e) below,] in the event of a period Reorganization Event (as such term is defined in the Plan) [other than a Change in Control (as such term is defined below),] before all of one (1) year following such Termination of Service and shall remain eligible for vesting the Stock Units vest in accordance with this Section 3; provided3(a) above, the provisions of the Plan applicable to a Reorganization Event shall apply to the Stock Units, and, in the event of a Reorganization Event, the Board may take such actions with respect to the vesting of the Stock Units as it deems appropriate pursuant to the Plan. [(e) In the event that any Awarded Shares that do not there shall occur a Change in Control and if Participant is at such time employed by, or provide service to, the Employer, the Stock Units shall become fully vested within the one (1) year period immediately following upon such Termination of Service shall be immediately forfeited and shall cease to be outstandingChange in Control.

Vesting. Except as specifically provided (a) The Performance Shares (if any) credited to the Grantee’s account pursuant to Section 2 hereof shall become vested and nonforfeitable on the Vesting Date set out in this Agreement and subject to certain restrictions and conditions set forth Award Agreement, provided that the Grantee remains in the Plancontinuous employment or other service of the Company and its Subsidiaries through the Vesting Date, except as otherwise provided herein. (b) Notwithstanding Section 3(a), if the Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the Vesting Date as a result of the Grantee’s death, a pro rata portion of the Performance Shares shall become vested, determined by multiplying the target number of Performance Shares by a fraction, the Awarded numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date of the Performance Shares and the denominator of which is 1096. (c) Notwithstanding Section 3(a), if the Grantee’s continuous employment or other service with the Company and its Subsidiaries terminates prior to the Vesting Date as a result of the Grantee’s Disability or Retirement (defined as the Grantee’s voluntary termination of employment with the consent of the Administrator (or the Administrator’s delegate) at or after age 60 with at least five years of service with the Company and its Subsidiaries), a pro rata portion of the Performance Shares shall vest become vested, effective as followsof December 31, 2017, determined by multiplying the number of Performance Shares that would have been earned pursuant to Section 2 hereof, based upon actual achievement of the applicable Relative TSR Performance Goals if the Grantee had remained in the continuous employment or other service of the Company and its Subsidiaries through the last day of the third Performance Period, by a fraction, the numerator of which is the number of days of continuous employment or other service completed by the Grantee after the Grant Date of the Performance Shares and the denominator of which is 1096. (d) In the event of a Change in Control prior to the Vesting Date: a. Fifty percent (50%i) If the Performance Shares are honored, assumed or substituted in the form of an Alternative Award, and the Awarded Shares shall vest on Grantee’s continuous employment or other service with the first date, if any, that Company and its Subsidiaries is terminated after the Total Enterprise Value equals or exceeds Change in Control and prior to the First TEV Threshold, provided the Participant is employed Vesting Date (A) by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent without Cause, or (50%B) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant Grantee is covered by a Contractor severance plan, employment agreement or an Outside Director, is providing services to) offer letter with the Company or a Subsidiary on that date. Notwithstanding provides for severance benefits in the foregoingevent of a termination by the Grantee for Good Reason, all Awarded Shares by the Grantee for Good Reason, then the Performance Shares, to the extent not previously vested shall immediately become vested in full or forfeited, will vest, without pro ration and effective upon a Termination of Service as a result such termination of the ParticipantGrantee’s death or Total employment with the Company and Permanent Disability. In additionits Subsidiaries, in as follows: (x) with respect to any Performance Period completed prior to the event that (i) a Change in Control occursdate of such termination of employment, the number of Performance Shares earned pursuant to Section 2 hereof, based upon actual achievement of the applicable Relative TSR Performance Goals with respect to such Performance Period, shall become vested, and (iiy) this Agreement is with respect to any Performance Period not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately completed prior to the effective date of such termination of employment, the portion of the target number of Performance Shares allocated to such Performance Period shall become vested. (ii) If the Performance Shares are not honored, assumed or substituted in the form of an Alternative Award, then the target number of Performance Shares will vest in full, without pro ration, effective upon such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event . (e) For purposes of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do the continuous employment or other service of the Grantee with the Company and its Subsidiaries shall not become vested within be deemed to have been interrupted, and the one (1) year period immediately following such Termination of Service Grantee shall not be immediately forfeited and shall cease deemed to have ceased to be outstandingan Employee of the Company and its Subsidiaries, by reason of the transfer of his or her employment or other service among the Company and its Subsidiaries.

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares shall vest as follows: a. Fifty Twenty-five percent (5025%) of the Awarded Shares Restricted Stock Units (rounded up to the nearest whole number) shall vest on the first date, if any, that anniversary of the Total Enterprise Value equals date of this Agreement and on each of the next three (3) successive anniversaries thereof unless previously vested or exceeds forfeited in accordance with the First TEV Threshold, provided Plan or this Agreement (the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date“Normal Vesting Schedule”). b. Fifty percent (50%i) Any Restricted Stock Units that fail to vest because the employment condition set forth in Section 3(c) is not satisfied shall be forfeited, subject to the special provisions set forth in subsections (ii) through (iv) of this Section 3(a). (ii) In the Awarded Shares shall vest on event of a Change in Control where the first dateholders of the Company’s Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares Restricted Stock Units not previously vested shall immediately become vested in full upon a Termination of Service as a result of vested. (iii) If the Participant’s death or Total and employment terminates due to death, Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation Participant terminates employment for Good Reason, or its parent does not substitute its own restricted sharesis terminated by the Company without Cause, then immediately prior to the effective date of such Change in Control, all Awarded Shares Restricted Stock Units not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in . (iv) In the event of the Participant’s Termination resignation or termination of Service employment (other than for Cause) on or after the earlier of (A) the Participant’s 60th birthday and having attained ten (10) years of service with the Company or a Subsidiary (including years of service granted by the Company as a result of a merger, acquisition, or other transaction) or (B) the Participant’s 65th birthday (a “Retirement”), where such Retirement is on or after April 1, 2011, Restricted Stock Units not previously vested shall not then be forfeited, but shall continue to vest and be settled pursuant to the Normal Vesting Schedule (without Causeregard to the requirement that the Participant be employed); provided, however, that such Restricted Stock Units shall be subject to the unvested Awarded Shares restrictions on transfer contained in Section 3(b) of this Agreement until the date such Restricted Stock Units vest pursuant to the Normal Vesting Schedule. If the Participant’s Retirement occurs prior to April 1, 2011, Restricted Stock Units not previously vested shall remain outstanding for a period of one (1) year following such Termination of Service continue to vest and shall remain eligible for vesting be settled in accordance with this Section 3subsection (iv); provided, however, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service vesting and settlement shall be immediately forfeited on a pro-rata basis based on the number of calendar days the Participant has been employed by the Company during the period beginning on April 1, 2010 and ending on the date of Retirement. To the extent the Participant’s Retirement date and vesting date under this Section 3(a)(iv) are in different tax years, any amount payable under this subsection shall cease constitute the payment of nonqualified deferred compensation, subject to be outstanding.the requirements of Code Section 409A.

Vesting. Except as specifically provided in this Agreement and subject (a) Subject to certain restrictions and conditions the accelerated vesting provisions set forth in the PlanSection 3(b) or Section 3(c) below, the Awarded Shares Units shall vest as follows: a. Fifty percent (50%) vest, on a cumulative basis, with respect to 20% of the Awarded Shares shall vest Units on May 1, 2013 (the “Initial Vesting Date”), and as to an additional 20% on each succeeding anniversary of the Initial Vesting Date (such Initial Vesting Date and each succeeding anniversary thereof, a “Vesting Date”), so as to be 100% vested on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Thresholdfourth anniversary thereof, provided that Holder has not incurred a Termination of Service prior to the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that daterespective Vesting Date. b. Fifty percent (50%b) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result if the Holder is an employee of the Participant’s death Company or Total and Permanent Disabilityany Subsidiary on the Grant Date: 1. In addition, The Units shall vest as to 100% of the then unvested Units in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by Holder’s Account upon the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the ParticipantHolder’s Termination of Service by the Company without Cause, ; 2. The Units shall vest as to 100% of the then unvested Awarded Shares shall remain outstanding for Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If the Holder incurs a period of one (1) year following such Termination of Service and for any reason other than by the Company without Cause or death, all Units which have not vested at the time of such termination shall remain eligible be automatically forfeited. (c) Notwithstanding the foregoing, if the Holder is a non-employee director of the Company on the Grant Date: 1. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service for vesting any reason other than the Holder voluntarily electing to resign from the Board of Directors, voluntarily electing not to stand for re-election to the Board of Directors or being involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the stockholders of the Company); 2. The Units shall vest as to 100% of the then unvested Units in accordance with the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If the Holder voluntarily resigns from the Board of Directors, voluntarily elects not to stand for re-election to the Board of Directors or is involuntarily removed from the Board of Directors (excluding, for this Section 3; providedpurpose, a failure to be re-elected by the stockholders of the Company), all Units which have not vested as of the date that any Awarded Shares that do not become vested within the one (1) year period immediately following such Holder incurs a Termination of Service shall be immediately automatically forfeited and shall cease to be outstandingupon the Termination of Service.

Vesting. Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, the Awarded Shares This Warrant shall vest as follows: a. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or in an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that amount equal to (i) a Change in Control occurs48,000 shares on the Initial Exercise Date, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within 48,000 shares on the one (1) year period anniversary of the Initial Exercise Date, (iii) 48,000 shares on the two (2) year anniversary of the Initial Exercise Date (iv) 48,000 shares on the three (3) year anniversary of the Initial Exercise Date, and (v) 48,000 shares on the four (4) year anniversary of the Initial Exercise Date, so long as Holder continues to services to the Company as a consultant or employee. In the event Holder ceases to provide such services to the Company, any portion of this Warrant which is not yet vested shall immediately following terminate and not be exercisable. Notwithstanding the vesting provisions contained in this Section 2(f), in the event that there is a “Change of Control” of the Company, any unvested portion of this Warrant will immediately vest in full. For purposes of this Warrant, “Change of Control” means (i) a sale of all or substantially all of the Company’s assets other than to an Excluded Entity (as defined below), (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company with or into another corporation, limited liability company or other entity other than an Excluded Entity, or (iii) the consummation of a transaction, or series of related transactions, in which any “person” (as such Termination term is used in Sections 13(d) and 14(d) of Service the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of all of the Company’s then outstanding voting securities. Notwithstanding the foregoing, a transaction shall not constitute a Change of Control if its primary purpose is to (A) change the jurisdiction of the Company’s incorporation, (B) create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities immediately forfeited and shall cease before such transaction, or (C) obtain funding for the Company in a financing that is approved by the Company’s Board. An “Excluded Entity” means a corporation or other entity of which the holders of voting capital stock of the Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing at least a majority of the votes entitled to be outstanding.cast by all of such corporation’s or other entity’s voting securities outstanding immediately after such transaction

Vesting. Except as specifically provided in this Agreement and The Shares being granted to the Grantee shall, subject to certain restrictions and conditions set forth in the Planforfeiture, the Awarded Shares shall vest vest, as follows: a. Fifty percent (50%i) 100% of the Awarded Shares shall vest on upon completion of the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or 2015 annual audit if the Participant is a Contractor or an Outside Director, is providing services to) Corporation meets its 2015 objectives as approved by the Company or a Subsidiary on that date. b. Fifty percent (50%) Compensation Committee of the Awarded Board of Directors; or (ii) If the Corporation does not meet its 2015 objectives, Shares shall vest upon completion of the 2016 or 2017 annual audit if the Corporation meets the respective years objectives as approved by the Compensation Committee of the Board of Directors; or (iii) In the event Executive’s employment or service with the Corporation or any subsidiary terminates or Non-Employee Director’s membership on the first dateBoard terminates by reason of: (A) the Executive’s or Non-Employee Director’s Retirement (as hereafter defined); (B) the Executive’s or Non-Employee Director’s Disability (as hereafter defined); (C) the termination of the Executive’s employment by the Corporation or a subsidiary of the Corporation in the absence of Cause (an “Involuntary Termination Without Cause”); or (D) the Executive’s voluntary termination of Employment for Good Reason (as hereafter defined) (a “Good Reason Termination”), if anythe Shares shall immediately vest; however, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or E) if the Participant is a Contractor Executive’s employment or an Outside Non-Employee Director’s membership on the Board terminates for any reason other than as described in Section 2(a)(iii)(A)(B)(C) or (D), is providing services to) the vesting of the Restricted Shares, shall, on the date of such termination, cease and any unvested Restricted Shares shall thereupon be forfeited immediately and revert to the Company or a Subsidiary on that date. Notwithstanding without further action; or (iv) Upon the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination date of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (iias hereinafter defined) this Agreement is not assumed by of the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in ControlCorporation, all Awarded unvested Shares not previously vested shall thereupon automatically and immediately become fully vested. Notwithstanding anything herein to the contraryvest, (in the event of the Participant’s Termination of Service by the Company without Causeeach such case, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding“Vested Shares”).

Vesting. Except as specifically provided in this Agreement (a) The Performance Units shall have a three-year performance period, consisting of the Company's fiscal years 2001, 2002 and subject 2003 (the "Performance Period"), at the end of which the Performance Units will be valued and paid, if they vest, or cancelled, if they do not vest. For the Performance Units to certain restrictions and conditions set forth in the Planvest, the Awarded Shares shall vest as follows: a. Fifty percent (50%) Company must pay to its stockholders a dividend of at least $0.775 per share for each of the Awarded Shares shall vest on 12 quarters of the first datePerformance Period (the "Threshold Requirement"), if any, that unless the Total Enterprise Value equals or exceeds Company's Board of Directors specifically approves the First TEV Threshold, provided noncancellation of the Participant is employed by (or if Performance Units upon the Participant is declaration of a Contractor or an Outside Director, is providing services to) quarterly dividend of less than $0.775 per share. In the event the Company or fails to pay its stockholders a Subsidiary on that datedividend of at least $0.775 per share in any quarter during the Performance Period, and the Company's Board of Directors does not approve the noncancellation of the Performance Units, the Performance Units shall be cancelled. b. Fifty percent (50%b) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein in Section 2(a) to the contrary, in the event of (i) the Participant’s Grantee's death, (ii) the Grantee's Permanent Disability (as defined in the Company's Long Term Disability Plan), (iii) the Grantee's retirement under a retirement plan of the Company or a subsidiary of the Company, or (iv) the Grantee's involuntary Termination of Service Employment without Cause (as such terms are defined in Section 5 of this Agreement), the number of Performance Units which shall vest, if not previously cancelled due to the Company's failure to meet the Threshold Requirement, shall be equal to product of (x) the original number of Performance Units granted to the Grantee under this Agreement and (y) a fraction, the numerator of which shall be the number of whole or partial months between January 1, 2001 and the date of the Grantee's Termination of Employment, and the denominator of which shall be 36. Such prorated award shall be paid as soon as practicable following the close of the Company's books at the end of the Performance Period, and each Performance Unit shall have a Payment Value as defined in Section 3 of this Agreement. (c) Notwithstanding anything in Section 2(a) to the contrary, in the event of a Change of Control (as defined in the Plan), the number of Performance Units which shall vest, if not previously cancelled due to the Company's failure to meet the Threshold Requirement, shall be equal to the product of (i) the original number of Performance Units granted to the Grantee under this Agreement and (ii) a fraction, the numerator of which shall be the number of whole or partial months in the Performance Period before the date of the Change of Control, and the denominator of which shall be 36. Such prorated award shall be paid as soon as practicable after the Change of Control. The value of each Performance Unit shall be equal to the greater of (x) the Initial Grant Value or (y) the Initial Grant Value multiplied by the Company without Causeaverage of the total weighted AIAP (as defined in Section 3 of this Agreement) scores for the financial and market share components of the AIAP for each of the years 2001, 2002 and 2003 completed prior to the Change of Control. (d) Upon the Grantee's voluntary Termination of Employment or Termination of Employment for Cause (as such terms are defined in Section 5 of this Agreement) prior to the end of a Performance Period, all of the Grantee's Performance Units shall be cancelled, except to the extent that at the time of Termination of Employment, the unvested Awarded Shares shall remain outstanding for a period Grantee has an employment or termination agreement with the Company or one of one (1) year following such Termination its subsidiaries which includes non-cancellation of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within some or all of the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingPerformance Units.

Vesting. Except as specifically provided Executive will be vested in this Agreement a number of EVUs equal to (i) a number of Tranche One EVUs equal to 666,666 multiplied by the D/D Fraction (the “Tranche One D/D Vested EVUs”), (ii) a number of Tranche Two EVUs equal to 666,667 multiplied by the D/D Fraction (the “Tranche Two D/D Vested EVUs”), and subject (iii) a number of Tranche Three EVUs equal to certain restrictions 666,667 multiplied by the D/D Fraction (the “Tranche Three D/D Vested EVUs” and, collectively with the Tranche One D/D Vested EVUs and conditions set forth in the PlanTranche Two D/D Vested EVUs, the Awarded Shares “D/D Vested EVUs”). For purposes of the preceding sentence, the “D/D Fraction” is a fraction, the numerator of which is the number of calendar months (full or partial) during which Executive was employed on or after January 1, 2015 through the date of death or disability, and the denominator of which is sixty (60), but such fraction shall vest as follows: a. never be greater than one. The remaining EVUs shall be immediately forfeited upon the date of such death or disability. For the avoidance of doubt, if Executive remains employed through December 31, 2019, the EVUs shall be fully vested. • Recapitalization. Fifty percent (50%) of each tranche of the Awarded Shares shall vest D/D Vested EVUs that are outstanding on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by date of termination shall be recapitalized (or if the Participant is a Contractor or an Outside Director, is providing services toas described below) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participantpromptly following Executive’s death or Total disability (the “D/D Measurement EVUs”), but subject to the General Partner’s determination that there will be sufficient Adjusted Net Profits (or gross items of income and Permanent Disabilityrealized gain) for the applicable period, which may occur after the end of the calendar year in which the death or disability occurs. In addition, The remaining 50% of each such tranche of the D/D Vested EVUs that are outstanding on the date of termination (the “D/D End Date Measurement EVUs”) shall not be immediately recapitalized. The allocations in respect of these D/D Vested EVUs shall be calculated as follows: • The allocation (the event that “D/D Acceleration Event Allocation”) in respect of the D/D Measurement EVUs shall equal (i) a Change in Control occursthe product of (A) the D/D Appreciation (defined below) and (B) the number of D/D Measurement EVUs, reduced by (ii) the sum of (A) all Pre-Employment Funds Profit Sharing Payments paid or payable with respect to the period preceding the date of death or disability, and (iiB) this Agreement is not assumed the Vested Portion of the OCGH Grant Value as of the date of death or disability. The number of Partnership Units to be delivered to Executive in connection with the recapitalization of the EVUs following the D/D Acceleration Event Allocation shall be determined by dividing the D/D Acceleration Event Allocation by the surviving corporation or its parent, or volume weighted average price of a Class A Unit of the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to Issuer over the effective ten (10) business day period following the date of such Change death or disability (the “D/D VWAP”), and the recapitalization shall in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting other respects occur in accordance with this Section 3; provided“Recapitalization” below. If the above calculation results in a D/D Acceleration Event Allocation that is a negative number, then any portion of the Pre-Employment Funds Profit Sharing Payments or the Vested Portion of the OCGH Grant Value that any Awarded Shares that do has not become vested within been applied to reduce such D/D Acceleration Event Allocation to zero shall reduce the one subsequent D/D End Date Allocations (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingdefined below).

Vesting. Except as specifically provided in this Agreement and subject (a) Subject to certain restrictions and conditions the accelerated vesting provisions set forth in the PlanSection 3(b) or Section 3(c) below, the Awarded Shares Units shall vest as follows: a. Fifty percent (50%) vest, on a cumulative basis, with respect to 20% of the Awarded Shares shall vest Units on [ ] (the “First Vesting Date”) and as to an additional 20% on each succeeding anniversary of the First Vesting Date (the First Vesting Date and each succeeding anniversary thereof may each be referred to herein as “Vesting Date”), so as to be 100% vested on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Thresholdfifth anniversary thereof, provided that Holder has not incurred a Termination of Service prior to the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that daterespective Vesting Date. b. Fifty percent (50%b) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result if the Holder is an employee of the Participant’s death Company or Total and Permanent Disabilityany Subsidiary on the Grant Date: 1. In addition, The Units shall vest as to 100% of the then unvested Units in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by Holder’s Account upon the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the ParticipantHolder’s Termination of Service by the Company without Cause, ; 2. The Units shall vest as to 100% of the then unvested Awarded Shares shall remain outstanding for Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If the Holder incurs a period of one (1) year following such Termination of Service and for any reason other than by the Company without Cause or due to death, all Units which have not vested at the time of such termination shall remain eligible for vesting in accordance with this Section 3be automatically forfeited; provided, however, that notwithstanding the first clause of this Section 3(b)(3), if a Termination of Service occurs in connection with the Holder’s Retirement, the Committee may, in its sole and absolute discretion, take action to provide for 100% vesting of then unvested Units. (c) Notwithstanding the foregoing, if the Holder is a non-employee director of the Company on the Grant Date: 1. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s Termination of Service for any Awarded Shares reason other than the Holder voluntarily electing to resign from the Board of Directors, voluntarily electing not to stand for re-election to the Board of Directors or being involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the stockholders of the Company); 2. The Units shall vest as to 100% of the then unvested Units in the Holder’s Account upon the Holder’s death prior to Termination of Service; and 3. If the Holder voluntarily resigns from the Board of Directors, voluntarily elects not to stand for re-election to the Board of Directors or is involuntarily removed from the Board of Directors (excluding, for this purpose, a failure to be re-elected by the stockholders of the Company), all Units which have not vested as of the date that do not become vested within the one (1) year period immediately following such Holder incurs a Termination of Service shall be immediately automatically forfeited upon the Termination of Service; provided, however, that notwithstanding the first clause of this Section 3(c)(3), the Committee may, in its sole and shall cease absolute discretion, take action to be outstandingprovide for 100% vesting of then unvested Units upon the Holder’s Retirement.

Vesting. Except as specifically provided The Shares will vest in this Agreement and subject to certain restrictions and conditions set forth in accordance with the Plan, the Awarded Shares shall vest as follows: a. Fifty percent following schedule: (50%a) 1/4th of the Awarded total number of Shares shall vest on the first dateJanuary 1, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by 2014; and (or if the Participant is a Contractor or an Outside Director, is providing services toc) the Company or a Subsidiary on that date. b. Fifty percent (50%) 1/48th of the Awarded remaining Shares shall vest on January 1, 2014 and on the first date, if anysame day of each month thereafter for 35 months; provided, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that of an Involuntary Termination (as defined herein) or a Change of Control (as defined herein) the Shares shall fully vest and become exercisable. Immediately upon the cessation of the Recipient’s Employment (as defined in the Plan), the unvested portion of the Shares shall be immediately cancelled and returned to the Company as set forth in Section 6(a)(4)(A) of the Plan. For the purposes of this Agreement, an “Involuntary Termination” shall include any termination by the Company other than for Cause (as defined herein) and Recipient’s voluntary termination within sixty days after the expiration of the Cure Period (defined below) relating to the occurrence of any of the following events without Recipient’s written consent: (i) a Change material reduction or change in Control occursjob duties, responsibilities and requirements inconsistent with Recipient’s position with the Company and Recipient’s prior duties, responsibilities and requirements or a material negative change in Recipient’s reporting relationship; (ii) this Agreement is a material reduction of Recipient’s base compensation (other than in connection with a general decrease in base salaries for most officers of the Company or successor corporation); or (iii) Recipient’s refusal to relocate his or her principal place of employment to a facility or location more than fifty miles from the Company’s current location, provided that Recipient will not assumed by resign due to such change, reduction or relocation without first providing the surviving corporation Company with written notice of the event or its parent, or events constituting the surviving corporation or its parent does grounds for his voluntary resignation within thirty days of the initial existence of such grounds and a reasonable cure period of not substitute its own restricted shares, then immediately prior to less than thirty days following the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to notice (the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstanding“Cure Period”).

Vesting. Except as specifically provided (a) The Units will vest, if at all, in accordance with Schedule A, attached hereto and made a part of this Agreement and subject Agreement. (b) In the event Recipient's employment with the Corporation (or a Subsidiary or Affiliate thereof) is terminated prior to certain restrictions and conditions the end of the three year measurement period set forth in Schedule A (the Plan"Measurement Period") due to the Recipient's death, Disability, Retirement or termination not for Cause (each an "Early Termination") the Awarded Shares shall vest as follows: a. Fifty percent (50%) of the Awarded Shares shall vest on the first dateAward will vest, if anyat all, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is on a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total prorata basis and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior will be paid to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contraryEmployee (or, in the event of the Participant’s Termination Employee's death, the Employee's designated beneficiary for purposes of Service the Award, or in the absence of an effective beneficiary designation, the Employee's estate). The prorata shares will be a percentage where the denominator is 36 and the numerator is the number of months from January 1, 2003 through the month of Early Termination, inclusive. The Award will be paid to the Recipient at or around the same time as payments are made to then current employees who have been granted Units under the 2003 Unit Plan. (c) In the event Recipient's employment with the Corporation (or any Subsidiary or Affiliate thereof) is terminated for Cause, or if the Recipient terminates his/her employment with the Corporation (or any Subsidiary or Affiliate thereof), each occurring prior to the payment contemplated by this Agreement, the Award shall be forfeited in its entirety. (d) If prior to the payment contemplated by this Agreement, the Recipient becomes an employee of a Subsidiary that is not wholly owned, directly or indirectly, by the Company Corporation, or if the Recipient begins a leave of absence without Causereinstatement rights, then in each case the Award shall be forfeited in its entirety. (e) In the event of a Change in Control or Potential Change in Control of the Corporation, the unvested Awarded Shares Award shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting vest in accordance with this Section 3; providedthe 2003 Unit Plan, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingor its successor.

Vesting. Except as specifically provided in this Agreement and subject (a) Subject to certain restrictions and conditions set forth in the PlanParticipant’s continued employment with at least one of the Company, an Affiliate, the Awarded Manager or Sharpridge, the Restricted Shares shall vest and become nonforfeitable as follows: a. Fifty percent i. with respect to Restricted Shares (50%representing one-third of the Restricted Shares initially granted hereunder) on the first anniversary of the Date of Grant; ii. with respect to Restricted Shares (representing one-third of the Restricted Shares initially granted hereunder) on the second anniversary of the Date of Grant; and iii. with respect to Restricted Shares (representing one-third of the Restricted Shares initially granted hereunder) on the third anniversary of the Date of Grant. (b) The Restricted Shares shall be forfeited by the Participant without consideration on the date on which the Participant ceases to be employed by at least one of the Company, an Affiliate, the Manager or Sharpridge, to the extent any such Restricted Shares are not vested on or before the cessation of such employment. (c) Notwithstanding any other provision of this Agreement to the contrary but subject to Section 9(b) of the Awarded Shares shall vest on the first datePlan, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded any Restricted Shares not previously forfeited or vested shall immediately become vested in full upon a Termination of Service as a result (i) on the date of the Participant’s death death, (ii) on the date that the Participant ceases to be employed by at least one of the Company, an Affiliate, the Manager or Total and Permanent Disability. In additionSharpridge on account of Disability (as defined below), in or (iii) on the event date that (i) a Change in Control occurs. (d) For purposes of this Agreement, and (ii) this Agreement is not assumed “employment” means service provided by the surviving corporation Participant as an officer, director or its parentemployee of the Company, an Affiliate, the Manager or Sharpridge. The Participant’s employment with the surviving corporation Company, an Affiliate, the Manager or its parent does Sharpridge shall not substitute its own restricted shares, then immediately prior be deemed to have ended if the Participant transfers from the employment or service of one such entity to the effective date employment or service of another such Change entity without an interruption in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingservice.

Vesting. Except as specifically provided in this Agreement and subject (a) Subject to certain restrictions and conditions set forth in the PlanParticipant’s continued employment by the Company or any of its Affiliates through December 31, 2019, (the “Specified Date”), the Awarded Shares shall vest as follows: a. Fifty percent (50%) of the Awarded Shares Banked Units shall vest on the first dateSpecified Date. (b) In the event the Participant’s employment terminates by reason of (i) Disability, if any(ii) death, that (iii) Non-Approved Retirement, or (iv) by the Total Enterprise Value equals or exceeds Company without Cause other than within two years following a Change in Control, then such Participant’s Banked Units determined in accordance with Section 2(g) will remain outstanding and will vest and be delivered to the First TEV ThresholdParticipant, provided at the same time as delivery would have been made had the Participant is employed by (or if the Participant is not had a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that datecessation of employment. b. Fifty percent (50%c) In the event the Participant’s cessation of employment occurs by reason of Approved Retirement, then all of the Awarded Shares Participant’s Banked Units shall vest on the first date, if any, that Specified Date. (d) If prior to the Total Enterprise Value equals date the Units otherwise vest and within two years following a Change in Control the Participant’s employment is terminated either by the Company without Cause or exceeds the Second TEV Threshold, provided by the Participant is employed by due to a resignation with Good Reason (or if the Participant is a Contractor or an Outside Directoras defined in Section 20), is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result any of the Participant’s death or Total and Permanent Disability. In addition, in the event then outstanding Banked Units (including any pro-rated Banked Units that (iremain outstanding pursuant to Section 3(b) a Change in Control occursabove, and any Banked Units that remain outstanding pursuant to Section 3(c) above), and all Target Units for incomplete Measurement Periods, will vest immediately prior to such event. (iie) this Agreement is Upon a cessation of the Participant’s employment with the Company or any of its Affiliates, any Banked Unit that has not assumed by the surviving corporation become vested on or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change cessation or any Banked Unit that does not specifically remain outstanding pursuant to Section 3(b), 3(c), or 3(d) will then be forfeited immediately and automatically and the Participant will have no further rights with respect thereto. (f) The application of Sections 3(b)(iii), 3(b)(iv), 3(c), and 3(d) is in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein each case conditioned on (i) the Participant’s execution and delivery to the contraryCompany of a general release of claims against the Company and its affiliates in a form prescribed by the Company, in and (ii) such release becoming irrevocable within 60 days following the event cessation of the Participant’s Termination of Service employment or such shorter period specified by the Company without CauseCompany. For avoidance of doubt, if this release requirement is not timely satisfied, the unvested Awarded Shares shall remain outstanding for a period Units will be forfeited as of one (1) year following such Termination the effective date of Service the cessation of the Participant’s employment and shall remain eligible for vesting in accordance the Participant will have no further rights with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingrespect thereto.

Vesting. (a) Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the PlanAgreement, the Awarded Shares shall vest as follows: a. Fifty (i) Forty percent (5040%) of the total Awarded Shares shall vest on the first dateanniversary of the Closing Date, if any, provided that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is Employee has not incurred a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on Termination of Service prior to that date. b. Fifty (ii) An additional thirty percent (5030%) of the total Awarded Shares shall vest on the first datesecond anniversary of the Closing Date, if any, provided that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares Employee has not previously vested shall immediately become vested in full upon incurred a Termination of Service as a result prior to that date. (iii) The remaining thirty percent (30%) of the Participant’s death or Total total Awarded Shares shall vest on the third anniversary of the Closing Date, provided that the Employee has not incurred a Termination of Service prior to that date. (b) Notwithstanding the foregoing and Permanent Disability. In additionsubject to Sections 3(c) and (d) below, if, following the Closing Date, the Employee incurs a Termination of Service by the Company without Cause (as that term is defined in the event that (iEmployment Agreement) a Change in Control occurs, and (ii) this Agreement is not assumed or by the surviving corporation or its parent, or Employee for Good Reason (as that term is defined in the surviving corporation or its parent does not substitute its own restricted sharesEmployment Agreement), then immediately prior to all of the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. vested upon the date of such Termination of Service. (c) Notwithstanding anything herein to the contraryforegoing, if, following the Closing Date, a Change in the event Control occurs, then all of the ParticipantAwarded Shares not previously vested shall thereupon immediately become fully vested upon the date of such Change in Control, provided that the Employee has not incurred a Termination of Service prior to that date. For the avoidance of doubt, the Merger shall not constitute a Change in Control for purposes of this Section 3(c). (d) Notwithstanding the foregoing, all of the Awarded Shares not previously vested shall become fully vested on the date of the Employee’s Termination of Service due to his death or Total and Permanent Disability. (e) Notwithstanding the foregoing and in addition to the Company’s rights set forth in Section 25, the Company shall have the right to require payment from the Employee, within ninety (90) days following the date the Awarded Shares vest, to cover any applicable taxes due upon the vesting of such Awarded Shares (the “Withholding Obligation”), and the Employee’s receipt of Common Stock for such vested Awarded Shares is specifically conditioned upon the Employee’s satisfaction of the Withholding Obligation. Payment of the Withholding Obligation may be made: (i) by the Employee directly to the Company; (ii) from a broker in connection with a sale of either shares to be acquired upon vesting of the Awarded Shares or other Common Stock of the Company owned by the Employee, provided such Common Stock was not acquired from the Company within the prior six (6) months; (iii) if the Board, in its sole discretion, so consents (which approval must include the affirmative vote of ▇▇▇▇▇ ▇▇▇▇, provided he is serving as a member of the Board when such approval is sought), by the Company’s withholding of a number of shares of Common Stock to be acquired upon the vesting of the Awarded Shares, which shares so withheld have a fair market value equal to the Withholding Obligation; (iv) by such other method(s) (if any) as the Board, in its sole discretion, may consent (which approval must include the affirmative vote of ▇▇▇▇▇ ▇▇▇▇, provided he is serving as a member of the Board when such approval is sought); or (v) by any combination of the above; provided, however, that (A) for Awarded Shares that vest in accordance with Section 3(a)(i), if any, the Company shall withhold, in full or partial satisfaction of the Withholding Obligation related to such vested Awarded Shares, the number of shares of Common Stock that would otherwise be acquired upon vesting of such Awarded Shares, having a fair market value equal to the lesser of (1) the Withholding Obligation and (2) an amount equal to the difference between $200,000 and the fair market value of shares of Common Stock withheld, if any, to satisfy the tax withholding obligations under that certain Restricted Stock Award Agreement, by and between the Company and the Employee, dated March 3, 2016 and as amended October 7, 2016, not to exceed $200,000, with the remaining amount of the Withholding Obligation related to such vested Awarded Shares, if any, to be satisfied by the Employee in accordance with the terms of this Agreement; or (B) if the Awarded Shares become vested in accordance with Section 3(b) on or prior to the 2nd anniversary of the Closing Date, the Employee shall have the right to select, from among the options discussed above in Section 3(e)(i) through Section 3(e)(v), the manner in which payment of the Withholding Obligation is made, including, without limitation, by the Company without Causewithholding shares of Common Stock as described in Section 3(e)(iii), regardless of the unvested Board’s consent or lack thereof. The Employee shall forfeit any Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting which he has not satisfied the Withholding Obligation in accordance with the terms of this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingAgreement.

Vesting. Except The term “vest” as specifically provided in this Agreement and subject used herein with respect to certain any Restricted Stock Unit means the lapsing of the restrictions and conditions set forth in the Plandescribed herein with respect to such Restricted Stock Unit. Unless earlier terminated, forfeited, relinquished or expired, the Awarded Shares Award shall vest as follows, provided in each case (subject to Section 3(b) below) that the Grantee has remained in continuous Employment as Chief Executive Officer of Michaels Stores, Inc. from the Date of Grant through the applicable vesting date: a. (a) Fifty percent (50%) of the Awarded Shares Award shall vest on each anniversary of the first dateDate of ▇▇▇▇▇. (b) Upon the Grantee’s termination of Employment as Chief Executive Officer of Michaels Stores, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed Inc. by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary Michaels Stores, Inc. without Cause (except where Cause exists), the Award will vest as to that portion that would otherwise vest on that datethe next anniversary of the Date of Grant, pro rated based on the number of days since the last annual vesting date (or the Date of Grant if such termination occurs prior to the first anniversary of the Date of Grant). b. Fifty percent (50%c) In the event (i) the Restricted Stock Units (or any portion thereof) are outstanding as of immediately prior to a Change of Control and the Administrator provides for the assumption or continuation of, or the substitution of a substantially equivalent award for, the Restricted Stock Units (or any portion thereof) in accordance with Section 7(a)(i) of the Awarded Shares shall vest on Plan (the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to“Rollover Award”) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parentGrantee’s Employment as Chief Executive Officer of Michaels Stores, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service Inc. by the Company or Michaels Stores, Inc. is terminated by the Company or Michaels Stores, Inc. (or one of their successors) without CauseCause within the twelve (12) months following the Change of Control, the unvested Awarded Shares shall remain Rollover Award to the extent still outstanding will vest in full on the date of the termination of the Grantee’s Employment as Chief Executive Officer of Michaels Stores, Inc. For the avoidance of doubt, if the Administrator does not provide for such assumption, continuation, or substitution in connection with a period Change of one (1Control, then the treatment of the Restricted Stock Units in such Change of Control will be as provided for by the Administrator in its sole discretion pursuant to Section 7(a)(2) year following such Termination through Section 7(a)(5) of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingPlan.

Vesting. Except as specifically provided in this Agreement (i) The Restricted Stock granted pursuant to Section 1 above shall vest and cease to be Restricted Stock (but shall remain subject to certain restrictions and conditions set forth Section 5 of this Agreement) in the Plan, the Awarded Shares shall vest as follows: a. Fifty percent (50%) equal annual installments on each of the Awarded Shares shall vest on third, fourth and fifth anniversaries of the first dateGrant Date (i.e., if anyone-third per year), provided that the Total Enterprise Value equals or exceeds Participant has not incurred a Termination of Employment prior to the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that applicable vesting date. b. Fifty percent (50%ii) of There shall be no proportionate or partial vesting in the Awarded Shares periods prior to the vesting date and all vesting shall vest occur only on the first vesting date, if any, ; provided that no Termination of Employment has occurred prior to such date. (iii) In the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon event of a Termination of Service Employment without Cause or for Good Reason (as a result defined in the Participant’s employment agreement with the Company), or due to non-renewal by the Company of such employment agreement, or upon the Participant’s death or Total and Permanent Disability. In additionDisability (or term or concept of like import, as defined in the event Participant’s employment agreement with the Company) (each, an “Acceleration Event”) prior to the fourth anniversary of the date of grant, then any remaining unvested Shares of Restricted Stock that would have vested if the Participant’s employment had continued for an additional twelve (i12) months shall become vested on the date of such Acceleration Event and cease to be Restricted Stock (but shall remain subject to Section 5 of the Agreement). The Shares of Restricted Stock will become fully vested on a Change in Control occursControl. (iv) When any Shares of Restricted Stock become vested, the Company shall promptly issue and (ii) this Agreement deliver, unless the Company is not assumed by the surviving corporation or its parentusing book entry, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date Participant a new stock certificate registered in the name of the Participant for such Change Shares without the legend set forth in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein Section 4 hereof and deliver to the contraryParticipant any related other RS Property, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease subject to be outstandingapplicable withholding.

Vesting. Except as specifically provided in this Agreement and subject (a) Subject to certain restrictions and conditions the acceleration provisions set forth in that certain Employment Agreement, dated August 22, 2006, between the PlanCompany and the Participant (the “Employment Agreement”), the Awarded Shares shall vest as follows: a. Fifty percent and become free from the forfeiture provisions in Section 2(d) hereof and become free from the transfer restrictions in Section 3 hereof on the date that the Company’s Board of Directors certifies that the Company (50%) or any of the Awarded Shares shall vest on Company’s partners or collaborators) has commercially launched M-Enoxaparin in the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV ThresholdUnited States, provided that (A) such commercial launch shall have occurred prior to January [ ], 2011 and (B) the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that datethe date of such certification by the Company’s Board of Directors. b. Fifty percent (50%b) of Subject to the Awarded vesting provisions set forth in Section 2(a) hereof and the acceleration provisions set forth in the Employment Agreement, the Shares shall vest and become free from the forfeiture provisions in Section 2(d) hereof and become free from the transfer restrictions in Section 3 hereof on the first dateJanuary [ ], if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold2011, provided that (A) the Participant is employed by the Company on January [ ], 2011 and (B) the Company’s Board of Directors certifies that any one of the three events set forth in Section 2(b)(i), 2(b)(ii) or if the Participant is a Contractor or an Outside Director2(b)(iii) hereof shall have occurred prior to January [ ], is providing services to2011: (i) the Company has consummated a public offering of shares of its Common Stock pursuant to a registration statement filed with the Securities and Exchange Commissions with gross proceeds to the Company totaling at least $40.0 million; (ii) the Company has executed a collaboration agreement with an unaffiliated third party partner (and has fulfilled the conditions to closing set forth in such agreement or related agreement(s), including, HSR and other approvals), the terms of which shall include an irrevocable commitment from such third party to provide cash payments of at least $40.0 million to the Company within four years of the date of execution of such collaboration agreement, provided that such unaffiliated third party partner shall not include any party (x) with which the Company has an executed agreement or (y) with which the Company has actively negotiated a Subsidiary collaboration, in each case prior to the date of the Employment Agreement; or (iii) the closing price of the Company’s Common Stock on that datethe Nasdaq Global Market has equaled or exceeded $25.00 over a period of 20 consecutive trading days (such price to be adjusted in the event of a stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event). Notwithstanding the foregoingprovisions of Section 2(a) and Section 2(b) above and subject to the acceleration provisions set forth in the Employment Agreement, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination if at any time during the four year-period ending on January [ ], 2011 the Company’s Board of Service Directors elects to abandon the M-Enoxaparin program and no longer pursue the commercialization of M-Enoxaparin either for strategic reasons or as a result of adverse events in the Participantregulatory process, the Shares shall vest and become free from the forfeiture provisions in Section 2(d) hereof and become free from the transfer restrictions in Section 3 hereof on the date that the Company’s death Board of Directors certifies that any one of the three events set forth in Section 2(b)(i), 2(b)(ii) or Total and Permanent Disability. In addition2(b)(iii) hereof shall have occurred, provided that the Participant is employed by the Company on the date of the certification by the Company’s Board of Directors of the applicable vesting event. (c) Subject to the acceleration provisions set forth in the Employment Agreement, in the event the Shares do not vest in accordance with the conditions set forth in Section 2(a) or Section 2(b) before January [ ], 2011, the Shares shall vest and become free from the forfeiture provisions in Section 2(d) hereof and become free from the transfer restrictions in Section 3 hereof if (A) the Participant is employed by the Company and (B) the Company’s Board of Directors certifies that (x) the Company (or any of the Company’s partners or collaborators) has commercially launched M-Enoxaparin in the United States or (y) any one of the three events set forth in Section 2(b)(i), 2(b)(ii) or 2(b)(iii) hereof shall have occurred, in each case on or after January [ ], 2011 but prior to January [ ], 2013. (d) In the event that (i) a Change in Control occursthe Participant ceases to be employed by the Company prior to the date that the Shares vest under Section 2(a), and Section 2(b) or Section 2(c) hereof, for any reason or no reason, with or without cause, or (ii) this Agreement is the Shares do not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in the event of the Participant’s Termination of Service by the Company without Cause, the unvested Awarded Shares shall remain outstanding for a period of one (1) year following such Termination of Service and shall remain eligible for vesting vest in accordance with this Section 3; provided2(a), that any Awarded Section 2(b) or Section 2(c) hereof, then such Shares that do not become vested within the one (1) year period immediately following such Termination of Service shall be forfeited immediately forfeited and automatically to the Company for no consideration effective as of either the date of termination of employment or January [ ], 2013, whichever is earlier and the Participant shall cease have no further rights with respect to be outstandingsuch Shares. (e) For purposes of this Agreement, employment with the Company shall include employment with a parent or subsidiary of the Company, or any successor to the Company, subject to the terms and provisions of the Employment Agreement.

Vesting. Except as specifically provided in this Agreement (a) The Performance Units shall have a three-year performance period, consisting of the Company's fiscal years 2003, 2004 and subject 2005 (the "Performance Period"), at the end of which the Performance Units will be valued and paid, if they vest, or cancelled, if they do not vest. For the Performance Units to certain restrictions and conditions set forth in the Planvest, the Awarded Shares shall vest as follows: a. Fifty percent Company must pay to its stockholders a dividend of at least $0.95 per share in each fiscal quarter during the period commencing on the Date of Grant and ending on December 31, 2005 (50%) the "Threshold Requirement"), unless the Company's Board of Directors specifically approves the noncancellation of the Awarded Shares shall vest on Performance Units upon the first date, if any, that declaration of a quarterly dividend of less than $0.95 per share. In the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) event the Company or fails to pay its stockholders a Subsidiary dividend of at least $0.95 per share in any fiscal quarter during the period from the Date of Grant and ending on that dateDecember 31, 2005, and the Company's Board of Directors does not approve the noncancellation of the Performance Units, the Performance Units shall be cancelled. b. Fifty percent (50%b) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that (i) a Change in Control occurs, and (ii) this Agreement is not assumed by the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein in Section 2(a) to the contrary, in the event of (i) the Participant’s Grantee's death, (ii) the Grantee's Permanent Disability (as defined in the Company's Long Term Disability Plan), (iii) the Grantee's retirement under a retirement plan of the Company or a subsidiary of the Company, or (iv) the Grantee's involuntary Termination of Service Employment without Cause (as such terms are defined in Section 5 of this Agreement), the number of Performance Units which shall vest, if not previously cancelled due to the Company's failure to meet the Threshold Requirement, shall be equal to product of (x) the original number of Performance Units granted to the Grantee under this Agreement and (y) a fraction, the numerator of which shall be the number of whole or partial months between January 1, 2003 and the date of the Grantee's Termination of Employment, and the denominator of which shall be 36. Such prorated award shall be paid as soon as practicable following the close of the Company's books at the end of the Performance Period, and each Performance Unit shall have a Payment Value as defined in Section 3 of this Agreement. (c) Notwithstanding anything in Section 2(a) to the contrary, in the event of a Change of Control (as defined in the Plan), the number of Performance Units which shall vest, if not previously cancelled due to the Company's failure to meet the Threshold Requirement, shall be equal to the product of (i) the original number of Performance Units granted to the Grantee under this Agreement and (ii) a fraction, the numerator of which shall be the number of whole or partial months in the Performance Period before the date of the Change of Control, and the denominator of which shall be 36. Such prorated award shall be paid as soon as practicable after the Change of Control. The value of each Performance Unit shall be equal to the greater of (x) the Initial Grant Value or (y) the Initial Grant Value multiplied by the Company without Causeaverage of the total weighted Annual Incentive Award Plan ("AIAP") scores for each of the years 2003, 2004 and 2005 completed prior to the Change of Control. (d) Upon the Grantee's voluntary Termination of Employment or Termination of Employment for Cause (as such terms are defined in Section 5 of this Agreement) prior to the end of a Performance Period, all of the Grantee's Performance Units shall be cancelled, except to the extent that at the time of Termination of Employment, the unvested Awarded Shares shall remain outstanding for a period Grantee has an employment or termination agreement with the Company or one of one (1) year following such Termination its subsidiaries which includes non-cancellation of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested within some or all of the one (1) year period immediately following such Termination of Service shall be immediately forfeited and shall cease to be outstandingPerformance Units.

Vesting. Except The term “vest” as specifically provided in this Agreement and subject used herein with respect to certain any share of Restricted Stock means the lapsing of the restrictions and conditions set forth in the Plandescribed herein with respect to such share. Unless earlier terminated, forfeited, relinquished or expired, the Awarded Shares Restricted Stock shall vest as follows: a. Fifty (a) One hundred percent (50100%) of the Awarded Shares Restricted Stock shall vest on the first anniversary of the Date of Grant, provided that, through such vesting date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. b. Fifty percent (50%) of the Awarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by (or if the Participant is a Contractor or an Outside Director, is providing services to) the Company or a Subsidiary on that date. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Service as a result of the Participant’s death or Total and Permanent Disability. In addition, in the event that Grantee has (i) a Change remained in Control occurscontinuous Employment as President – Merchandising and Supply Chain (such employment, “Qualifying Service”) and (ii) this Agreement is has not assumed by breached the surviving corporation or its parent, or the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change covenants set forth in Control, all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to the contrary, in Section 11 herein. (b) In the event of the ParticipantGrantee’s Termination of Qualifying Service is terminated by the Company without Cause, a “Qualifying Termination”): (x) if such Qualifying Termination occurs before August 3, 2019, a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service in the current fiscal quarter of the Company (each, a “Fiscal Quarter”)), will vest in full on the date of the Grantee’s Qualifying Termination and the remainder of the Restricted Stock award granted to the Grantee hereunder will be forfeited on the date of the Grantee’s Qualifying Termination; and (y) if such Qualifying Termination occurs on or after August 3, 2019, any unvested shares of Restricted Stock that are outstanding as of immediately prior to the Qualifying Termination will vest in full on the date of the Grantee’s Qualifying Termination. (c) In the event the Grantee’s Qualifying Service terminates for any reason other than a Qualifying Termination (a “Non-Qualifying Termination”): (x) if such Non-Qualifying Termination occurs before August 3, 2019, a pro-rata portion of the Restricted Stock eligible to vest (based on the number of days the Grantee has provided Qualifying Service current Fiscal Quarter), will remain outstanding and eligible to vest according to its original vesting schedule set forth in Section 3(a) and the remainder of the Restricted Stock will be forfeited on the date of Grantee’s Non-Qualifying Termination; and (y) if such Qualifying Termination occurs on or after August 3, 2019, any unvested shares of Restricted Stock that are outstanding as of immediately prior to the Non-Qualifying Termination, will vest according to the original vesting schedule set forth in Section 3(a). Notwithstanding the foregoing, in the event the Grantee breaches any of the restrictive covenants set forth in Section 11 below, the Grantee will immediately forfeit the unvested Awarded Shares shall remain portion of the Restricted Stock award that the Grantee then holds. (d) In the event (i) the Restricted Stock (or any portion thereof) is outstanding as of immediately prior to a Change of Control and the Administrator provides for the assumption or continuation of, or the substitution of a period of one substantially equivalent award for, the Restricted Stock (1or any portion thereof) year following such Termination of Service and shall remain eligible for vesting in accordance with this Section 3; provided, that any Awarded Shares that do not become vested 7(a)(i) of the Plan (the “Rollover Award”) and (ii) the Grantee’s Employment is terminated by the Company (or its successor) without Cause within the one twelve (112) year period immediately months following such Termination the Change of Service shall be immediately forfeited and shall cease Control, the Rollover Award to be outstandingthe extent still outstanding will vest in full on the date of the Grantee’s termination of Employment.