Common use of Vesting Clause in Contracts

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested, based, for each Tranche, on . The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months worked from that the Date of Grant until the date of Retirement divided Participant was employed by the total Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of months for which that particular Tranche of Options would have otherwise become vestedsubject to this Agreement (rounding up to the nearest whole number), provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.

Vesting. The Options (a) Subject to Section 4(b) hereof and the further provisions of this Agreement, a number of whole shares of Restricted Stock as close as possible to 25% of the total number of shares granted hereunder shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three four anniversaries of the Date of Grant November 15, 2013 (each such one-third date, a “Vesting Date”). (1/3b) In the event of the occurrence of a Change in Control, as defined in Section 3.8(a) of the Options which vest Plan, as in effect on each the date of such anniversary occurrence, before all the shares of Restricted Stock are vested, the Restricted Stock shall become vested in full on the date of such Change in Control. However, Participant agrees that such vesting shall be referred to herein as waived in the event that (x) such Change in Control is also a Change of Control of Genco Shipping & Trading Limited (“TrancheGenco”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that pursuant to the extent then unvestedParticipant’s Employment Agreement with Genco dated as of September 21, 2007 (the Options shall immediately become vested “Genco Employment Agreement”) and exercisable if: (iy) 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 terminates due to death or Permanent Disability, or (ii) with Genco does not terminate within three months of such Change in Control other than as a result of the Participant’s employment terminates within two years death or disability, such vesting shall occur exactly three months after a the Change in Control without Cause or for Good Reasonnotwithstanding such waiver. Further, providedFor the avoidance of doubt, in the event of the occurrence of a Change in Control and of the circumstances in clauses (x) and (y) above, if the Participant’s Retirementemployment with Genco does not terminate within three months of such Change in Control, the Restricted Stock shall become vested in full exactly three months after the Change in Control, and if the Participant’s employment with Genco terminates within three months of such Change in Control as a separate pro-rata portion result of each death or disability, then the Restricted Stock shall become vested in full in connection with such termination of employment with Genco. (c) In the three Tranches of Options (event the Participant is providing Service to the extent 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 cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement), then unvested) the Restricted Stock shall immediately become vested, based, for each Tranche, vested in full on the number of months worked from the Date of Grant until the date of Retirement divided 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 total number of months Company without cause (as defined in the Plan) or by the Participant for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each TrancheGood Reason (as defined in the Employment Agreement), the pro-rata portion that vests Restricted Stock shall only become exercisable vested in full on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination.

Vesting. The Options shall vest and become exercisable (a) Except as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall may otherwise be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; providedprovided herein, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event 40% of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options RSUs (rounded down to the extent then unvestednearest whole Share) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Grant Date, (ii) 40% of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of Grantthe RSUs shall become vested on the third anniversary of the Grant Date, in the case of each of clauses (i), (ii) and (iii), subject to Participant not having incurred a Termination of Employment prior to the applicable vesting date. (b) Except as provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment, any unvested RSUs shall be forfeited by Participant without consideration therefor. Notwithstanding the foregoing, if Participant incurs a Termination of Employment (i) as a result of termination by the Company or its Affiliate without Cause on or after the first anniversary of the Grant Date, then any unvested RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the next vesting date shall vest pro-rata as of the date of Participant’s Termination of Employment, with the number of RSUs vesting to be determined by multiplying the number of unvested RSUs that would have vested on the next vesting date by a fraction, the numerator of which is the number of days between the prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the date of Participant’s Termination of Employment and the denominator of which is 365; or (ii) due to Participant’s death or Disability, then any unvested RSUs shall accelerate and vest in full as of the date of Termination of Employment and be paid out as soon as is administratively practicable.

Vesting. The Options shall vest and become exercisable (a) Except as follows: may otherwise be provided herein, (i) one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant RSUs (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that rounded down to the extent then unvested, the Options nearest whole Share) shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Grant Date, (ii) one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of Grantthe RSUs shall become vested on the third anniversary of the Grant Date, in the case of each of clauses (i), (ii) and (iii), subject to Participant not having incurred a Termination of Employment prior to the applicable vesting date. (b) Except as provided in the immediately following sentence, in the event that Participant incurs a Termination of Employment, any unvested RSUs shall be forfeited by Participant without consideration therefor. Notwithstanding the foregoing, if Participant incurs a Termination of Employment (i) as a result of termination by the Company or its Affiliate without Cause on or after the first anniversary of the Grant Date, then any unvested RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the next vesting date shall vest pro-rata as of the date of Participant’s Termination of Employment, with the number of RSUs vesting to be determined by multiplying the number of unvested RSUs that would have vested on the next vesting date by a fraction, the numerator of which is the number of days between the prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the date of Participant’s Termination of Employment and the denominator of which is 365; or (ii) due to Participant’s death or Disability, then any unvested RSUs shall accelerate and vest in full as of the date of Termination of Employment and be paid out as soon as is administratively practicable.

Vesting. The Options (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become exercisable nonforfeitable as follows: one-third (1/3) of the Options last day of the Performance Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or suffered a Disability and become exercisable on each (ii) the quotient of (A) the number of days beginning with the first day of the first three anniversaries Performance Period and ending on the date of the Date of Grant (each such one-third (1/3) of Participant’s death or the Options which vest on each such anniversary shall be referred to herein date the Participant’s employment is terminated as a “Tranche”result of Disability, as applicable, and (B) unless previously vested or forfeited the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Plan Performance Criteria) and the Participant’s, or the Participant’s estate or beneficiaries in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or suffered a Disability. (c) In the event this Agreement; providedAward Agreement is assumed in connection with a Change in Control, however, that the Committee shall make such adjustments to the extent then unvested, Performance Criteria as are necessary to equitably account for the Options shall immediately become vested and exercisable if: (i) Change in Control. In the event the Participant’s employment terminates due with or service to death the Company or Permanent Disabilityany of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, or and before the Restricted Share Units have become vested under Section 3(a) or (iib), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria) and the Participant’s rights to such vested amount of Restricted Share Units shall become nonforfeitable as of the date on which the Participant’s employment terminates within two years after a Change with or service to the Company is terminated. (d) Except as provided in Control without Cause Section 3(b) or for Good Reason. Further(c) above, provided, in the event of if the Participant’s Retirement, a separate pro-rata portion of each of employment with the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment Company terminates for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options reason prior to the satisfaction expiration of such requirement. Any fractional Options that would result from application of this Section 4(a) the Performance Period, all then-unvested Restricted Share Units shall be aggregated canceled immediately and shall vest on not be payable to the first anniversary of the Date of GrantParticipant.

Vesting. The Options (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become exercisable nonforfeitable as follows: one-third (1/3) of the Options last day of the Performance Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or suffered a Disability and become exercisable (ii) the quotient of (A) the number of days beginning on each the first day of the first three anniversaries Performance Period and ending on the date of the Date of Grant (each such one-third (1/3) of Participant’s death or the Options which vest on each such anniversary shall be referred to herein date the Participant’s employment is terminated as a “Tranche”result of Disability, as applicable, and (B) unless previously vested or forfeited the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Plan Performance Criteria) and the Participant’s, or the Participant’s estate or beneficiaries in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had participant not died or suffered a Disability. (c) In the event this Agreement; providedAward Agreement is assumed in connection with a Change in Control, however, that the Committee shall make such adjustments to the extent then unvested, Performance Criteria as are necessary to equitably account for the Options shall immediately become vested and exercisable if: (i) Change in Control. In the event the Participant’s employment terminates due with or service to death the Company or Permanent Disabilityany of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, or and before the Restricted Share Units have become vested under Section 3(a) or (iib), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria) and the Participant’s rights to such vested amount of Restricted Share Units shall become nonforfeitable as of the date on which the Participant’s employment terminates within two years after a Change with or service to the Company is terminated. (d) Except as provided in Control without Cause Section 3(b) or for Good Reason. Further(c) above, provided, in the event of if the Participant’s Retirement, a separate pro-rata portion of each of employment with the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment Company terminates for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options reason prior to the satisfaction expiration of such requirement. Any fractional Options that would result from application of this Section 4(a) the Performance Period, all then-unvested Restricted Share Units shall be aggregated canceled immediately and shall vest on not be payable to the first anniversary of the Date of GrantParticipant.

Vesting. A. The Options Participant shall vest and become exercisable as follows: onehave a non-third (1/3) forfeitable right to a portion of the Options Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall vest become vested on the vesting date unless the Participant is then, and become exercisable on each since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the first three anniversaries Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. The Award will become eligible to vest upon achievement of the Date of Grant Granted PSUs goals (each such one-third (1/3) “Performance Goals”), as adopted by the Committee in the first calendar quarter of the Options year in which the Award is granted and communicated. The calculation of the number of Granted PSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on each such anniversary shall be your Fidelity stock plan account. Granted PSUs that become eligible to vest are referred to herein as a the “Tranche”) unless previously vested or forfeited in accordance with Eligible PSUs.” In the Plan or this Agreement; provided, however, that event and to the extent that the Performance Goals are not satisfied, such Granted PSUs shall not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of Granted PSUs will become eligible to vest. In no event shall the number of Eligible PSUs exceed 200% of the number of Granted PSUs. All Eligible PSUs shall vest on the later of the third anniversary of the Grant Date or the date of the Committee’s determination of the degree to which the Performance Goals have been satisfied (the “Vesting Date”). C. Except as otherwise provided in the Plan, upon termination of the Participant’s employment with the Company and its Affiliates for any reason, any portion of the Award that is not then unvestedvested will immediately terminate, the Options shall immediately become vested and exercisable ifexcept as follows: (i) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment terminates due to on account of death or Permanent DisabilityDisability will, orto the extent not vested previously, become fully vested upon the later of (a) the date of death or Disability of the Participant or (b) the determination of the Eligible PSUs based on the Performance Goals and the Committee’s approval, even if such determination occurs following the date of death or Disability of the Participant; and (ii) any portion of the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in Award held by the event of Participant immediately prior to the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately not vested previously, will become vested, based, for each Tranche, on fully vested upon the number later of months worked from the Date of Grant until the date of Retirement divided or determination of the Eligible PSUs based on the Performance Goals and the Committee’s approval for fifty percent (50%) of the number of Eligible PSUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSUs covered by such unvested portion for every full year of employment by the total number Company and its Affiliates beyond ten (10) years, up to the remaining amount of months the unvested Eligible PSUs of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to any termination For Cause or any termination for which that particular Tranche insufficient performance, as determined by the Company. D. Notwithstanding anything herein to the contrary, any portion of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests Award held by a Participant or a Participant’s permitted transferee immediately prior to the cessation of the Participant’s employment For Cause shall only become exercisable terminate at the commencement of business on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination.

Vesting. The Options A. Subject to the performance condition set forth in Section 3(B) below and except as otherwise expressly provided in Sections 7 and 8 herein, this Award shall vest as to (i) 33,333 Restricted Stock Units on January 30, 2014 (the “First Tranche”), (ii) 33,333 Restricted Stock Units on January 30, 2015 (the “Second Tranche”); and become exercisable as follows: one-third (1/3iii) of 33,334 Restricted Stock Units on January 30, 2016 (the Options shall vest and become exercisable on each of “Third Tranche”); provided that Grantee has been continuously employed with the first three anniversaries of Company from the Date of Grant (through each such one-third (1/3) applicable vesting date. Except as specifically provided herein, employment or service for only a portion of the Options which vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting. B. No portion of this Award shall vest on each such anniversary shall be referred to herein notwithstanding satisfaction of the continued employment requirement for vesting described in Section 3(A) above unless the Committee certifies, following the end of the Company's 2014 fiscal year, that the Company achieved Licensing Segment Earnings from Operations (as a defined below) for the last three quarters of the Company's 2014 fiscal year (the “TranchePerformance Period”) unless previously vested equal to or forfeited above the level established by the Committee with respect to the Award in accordance connection with the Plan or this Agreementgrant of the Award; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after if either a Change in Control without Cause or for Good Reason. Further, provided, (as defined in the event Employment Agreement) or the death or Disability (as defined in the Employment Agreement) of the Participant’s Retirement, a separate pro-rata portion of each Grantee occurs before the last day of the three Tranches Performance Period, the performance requirement of Options (to the extent then unvestedthis Section 3(B) shall immediately become vested, based, for each Tranche, on the number be deemed met as of months worked from the Date of Grant until the date of Retirement divided by such event. If such performance requirement is not met (and no such Change in Control, death or Disability (as defined in the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, Employment Agreement) occurs before the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise last day of the Options prior to Performance Period), this Award and the satisfaction Restricted Stock Units subject hereto shall terminate and be cancelled as of such requirement. Any fractional Options that would result from application the last day of the Performance Period. C. For purposes of this Section 4(a) shall Award, “Licensing Segment Earnings from Operations” means: the Company's earnings from operations derived from the Company's Licensing Segment for the Performance Period as calculated in accordance with generally accepted accounting principles (“GAAP”), but adjusted to exclude the financial statement impact of any new changes in accounting standards announced during the Performance Period that are required to be aggregated and shall vest on applied during the first anniversary of the Date of GrantPerformance Period in accordance with GAAP.

Vesting. The Options On each Measurement Date set forth in Column 1 below, the Option shall vest and become exercisable as follows: one-third (1/3) for the corresponding number of shares of Common Stock set forth in Column 2 below if the Optionee's employment has not terminated. The "Vested Portion" of the Options Option as of any particular date shall vest and be the cumulative total of all shares for which the Option has become exercisable as of that date. ------------------------------------------------- Column 1 Column 2 Shares Vesting on each Measurement Date Measurement Date ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- ------------------------------------------------- Notwithstanding the foregoing, in the event the Optionee's employment with the Company and/or any Parent Corporation or Subsidiary Corporation is terminated within _______ (___) year(s) after a "Change in Control" then, immediately prior to the effective date of such termination, all Options or converted rights which have not expired, shall become fully vested and exercisable (if not already vested and exercisable) by Optionee for a period of three (3) months thereafter. In addition, upon a Change in Control, pursuant to Section 7.2 of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary Plan, this Option shall be referred canceled and automatically converted into the right to herein as a “Tranche”) unless previously vested or forfeited receive, and thereafter shall be exercisable for, in accordance with the Plan or and this Agreement; provided, however, that to the extent then unvested, the securities, cash and/or other consideration that a holder of the shares underlying the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due would have been entitled to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after receive upon consummation of a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall had such shares been issued and outstanding immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated effective date and shall vest on the first anniversary time of the Date Change in Control (net of Grantappropriate exercise prices).

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) In the event of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participanttermination of Employee’s employment terminates with Employer due to death or Permanent Disabilityunder Section 1.4(a), or (ii) the Participanttermination of Employee’s employment terminates within two years after a Change in Control with Employer due to disability under Section 1.4(b) or (iii) the termination of Employee’s employment by Employer without Cause cause under Section 1.4(e), Employee shall immediately receive an additional twelve (12) months of vesting credit with respect to Employee’s stock options, stock appreciation rights, restricted stock and any other equity or for Good Reasonequity-based compensation. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (The shares underlying any restricted stock units that become vested pursuant to the extent then unvestedthis Section 1.5(d) shall immediately become vested, based, for each Tranche, be payable on the number of months worked from the Date of Grant until the date of Retirement divided by the total number Employee’s termination of months for which employment. Any of Employee’s stock options and stock appreciation rights that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in pursuant to this Section 4(a1.5(d) absent shall be exercisable immediately upon vesting, and any such Retirement. Notwithstanding the foregoing sentences, upon a Participantstock options and stock appreciation rights and any of Employee’s stock options and stock appreciation rights that are otherwise vested and exercisable as of Employee’s termination of employment shall remain exercisable for 12 months following Employee’s termination of employment, provided that, if during such period Employee is under any reasontrading restriction due to a lockup agreement or closed trading window, such period shall be tolled during the period of such trading restriction. In the event the terms of this Agreement are contrary to or conflict with the terms of any document or agreement addressing Employee’s stock options, restricted stock, restricted stock units or any other equity compensation, the Compensation Committee mayterms of this Agreement shall govern and control; provided that, notwithstanding anything to the contrary herein, in its sole discretion, waive no event shall any requirement for vesting then remaining and permit, for a specified period of time consistent with stock option or stock appreciation right continue to be exercisable after the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction original expiration date of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantstock option or stock appreciation right.

Vesting. The Options Subject to the Optionee’s continued employment or other service relationship with the Company or its Subsidiaries through each applicable vesting date (except as otherwise provided in this Section 4), the Option shall vest become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable as follows: one-third according to the following provisions: (1/3a) Twenty percent (20%) of the Options Tranche A Option shall vest become a Vested Option and shall become exercisable on each of the first three five (5) anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementDate; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable ifthat: (i) the Participantentire Tranche A Option shall immediately become a Vested Option and shall become exercisable on the sixth (6) monthly anniversary of a Change in Control; provided, further, that if a Termination of Relationship occurs within six (6) months following a Change in Control as a result of (a) a termination of the Optionee’s employment terminates due to death or Permanent other service relationship by the Company or its Subsidiaries without Cause or (b) the Optionee’s death, serious illness or Disability, the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a), and (ii) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the installment of the Tranche A Option scheduled to vest on the anniversary of the Grant Date next following such Termination of Relationship (if any) shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the number of Option Shares equal to 20% of the Tranche A Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the last anniversary of the Grant Date prior to the date of the Termination of Relationship or, if no such anniversary date has yet occurred, the Grant Date, and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control (notwithstanding the provisions of Section 4(a)(i)) and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. (b) The Tranche B Option shall become a Vested Option and shall become exercisable as follows: (i) Fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of at least one and three-quarters (1.75), as calculated by the Committee; and (ii) Up to fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of greater than one and three-quarters (1.75) and up to two and one-quarter (2.25), determined based on linear interpolation between such MOIC achievement levels, as calculated by the Committee. If a Termination of Relationship occurs (x) prior to the occurrence of a Change in Control and (y) as a result of (A) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, the unvested portion of the Tranche B Option (if any) shall remain outstanding and eligible to become a Vested Option during the 90 day period following such Termination of Relationship upon achievement of the performance criteria set forth in Section 4(b) (after giving effect to Section 4(c)(i), if applicable) during such 90 day period, and any such portion that becomes a Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of Relationship occurred on the date of vesting; provided, that any portion of the Tranche B Option which remains unvested as of (I) the end of such 90 day period, or, (II) if earlier, after giving effect to the application of Section 4(c)(i) to the extent a Change in Control occurs and Apollo elects to give effect to Section 4(c)(i), shall be immediately forfeited; provided, further, that if a Change in Control occurs during such 90 day period and Apollo does not elect to give effect to Section 4(c)(i), any unvested portion of the Tranche B Option shall remain outstanding and the provisions of Section 4(b)(2) below (and not the provisions of Section 4(c)(ii)) will apply to such unvested portion of the Tranche B Option. If a Termination of Relationship occurs (a) following the occurrence of a Change in Control in which Apollo elected to give effect to Section 4(c)(ii) and (b) as a result of (x) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (y) the Optionee’s death, serious illness or Disability, then Apollo shall elect one of the following two alternatives: (1) The term Measurement Date shall be deemed amended to also mean the date of such Termination of Relationship, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such termination of any Non- Cash Consideration received by the Apollo Holders upon or prior to such Measurement Date (that has not previously become, or been treated as, Cash Consideration) shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Termination of Relationship, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(b)(1)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(1) shall remain outstanding pursuant to the provisions of Section 8(a); or (2) The unvested portion of the Tranche B Option (if any) as of the date of such Termination of Relationship shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date, in accordance with the performance criteria set forth in Section 4(b), until the tenth anniversary of the Grant Date or, if earlier, the date on which the Tranche B Option terminates pursuant to this Agreement or the Plan for any reason other than set forth in Section 8(a)(ii) or 8(a)(iii). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(2) shall automatically terminate without consideration and shall become null and void and be of no further force and effect upon the earliest of (A) the tenth anniversary of the Grant Date, (B) the date of the Termination of Relationship of the Optionee for Cause and (C) the 90th day following the date that the applicable unvested portion of the Tranche B Option becomes a Vested Option. (c) Upon the occurrence of a Change in Control with respect to which the Apollo Holders receive any Non-Cash Consideration in lieu of, or in addition to, Cash Consideration, Apollo shall elect one of the following two alternatives: (i) The term Measurement Date shall be deemed amended to also mean the date of such Change in Control, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such Change in Control of any such Non-Cash Consideration shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(c)(i)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(i) shall remain outstanding pursuant to the provisions of Section 8(a); or (ii) Any portion of the Participant’s employment terminates within two years after Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date in accordance with the performance criteria set forth in Section 4(b), until the Tranche B Option terminates pursuant to this Agreement or the Plan (including, without Cause limitation, in connection with a Termination of Relationship pursuant to Section 8(a)). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(ii) shall remain outstanding pursuant to the provisions of Section 8(a). (d) Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for Good Reason. Furtherany reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options Optionee (to the extent then whether vested or unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantforfeited.

Vesting. The Options shall (a) LINN Incentive Units will vest and become exercisable as follows: one-third (1/3i) of the Options shall vest and become exercisable ten percent (10%) on each of the first three five (5) anniversaries of the Date date of Grant the grant (each each, an “Annual Vesting Date”) and (ii) any LINN Incentive Units not vested pursuant to clause (i) hereof shall vest on the date of a Vesting Event (as defined below). In addition, upon a Company MSA Termination, if less than 50% of the LINN Incentive Units are vested at such one-third time, an additional ten percent (1/310%) of the Options which LINN Incentive Units (or such lesser amount as is sufficient to cause 50% of the LINN Incentive Units to be vested) will vest on each such anniversary shall be referred to herein effective as of the Company MSA Termination Date; provided that if the Company MSA Termination occurs as a “Tranche”result of a LINN Event, then such vesting shall not occur. (b) unless previously vested or forfeited Annual vesting will continue during the MSA Transition Period. In addition, as of the end of the MSA Transition Period, vesting will be deemed to have occurred on a monthly basis at the rate of 0.83% for each month following the immediately preceding Annual Vesting Date. For example, if the MSA Transition Period ended one month following the Annual Vesting Date, an additional 0.83% vesting will be deemed to occur (1 month following the immediately preceding Annual Vesting Date x 0.83%). If the MSA Transition Period ended one month prior to the Annual Vesting Date, an additional 9.13% vesting will be deemed to have occurred (11 months following the immediately preceding Annual Vesting Date x 0.83%). If LINN breaches its obligations under the MSA during the MSA Transition Period and such breach would have given the Company the right to terminate the MSA in accordance with the Plan or its terms, LINN shall forfeit any rights to any further vesting set forth in this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked section effective from the Date of Grant until the date of Retirement divided by the total number of months for which such breach (and any distributions that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion been made in respect of any unvested LINN Incentive Units that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under LINN Incentive Units absent such breach). For the schedule described above avoidance of doubt, no further vesting shall occur following the termination of the MSA other than in accordance with this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant4.1(b).

Vesting. The (a) Subject to Section 3 hereof and contingent upon the Optionee’s continued employment with the Company until the applicable vesting date (except as otherwise provided in paragraphs (b) and (c) below), the Replacement Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event One-third of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Replacement Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date Replacement Option Grant Date. (ii) One-third of Grantthe Replacement Options shall vest on the second anniversary of the Replacement Option Grant Date. (iii) The remaining Replacement Options shall vest on the third anniversary of the Replacement Option Grant Date. As used herein, “vested” Options shall mean those Options which (1) shall have become exercisable pursuant to the terms of this Agreement and (2) shall not have been previously exercised. (b) If, prior to vesting of the Replacement Options under paragraph (a) above the Optionee has a Separation from Service (as defined in the Plan) with the Company or any of its subsidiaries for any reason (voluntary or involuntary), then such non-vested Replacement Options shall be immediately and irrevocably forfeited, except as otherwise provided in Section 6(j)(ii) of the Plan (Separation from Service by reason of death or Retirement) or Section 11 of the Plan (Separation from Service following a Change in Control). Following Separation from Service, the Optionee’s vested Replacement Options shall remain exercisable for a limited period of time, as set forth in Section 6(j) or Section 11 of the Plan, as applicable. Notwithstanding anything to the contrary in the Plan or this Agreement, and for purposes of clarity, any Separation from Service shall be effective as of the date the Optionee’s active employment ends and shall not be extended by any statutory or common law notice period. (c) If, prior to the vesting of the Replacement Options under paragraph (a) above the Optionee is determined by the insurance carrier under the Company’s then-current long-term disability plan to be entitled to receive benefits under such plan, and, by reason of such disability, is deemed to have a Separation from Service (within the meaning of the Plan), then an amount of unvested Replacement Options shall vest as described on Section 6(j)(iii) of the Plan, and the Optionee’s vested Replacement Options shall be exercisable for a limited period of time as described in Section 6(j)(iii) of the Plan.

Vesting. (i) The Options Restricted Stock granted pursuant to Section 1 above shall vest and become exercisable as follows: one-third cease to be Restricted Stock (1/3but shall remain subject to Section 5 of this Agreement) of the Options shall vest and become exercisable in equal annual installments on each of the first three four anniversaries of the Grant Date (i.e., one quarter per year), provided that the Participant has not incurred a Termination of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that Employment prior to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, orapplicable vesting date. (ii) There shall be no proportionate or partial vesting in the Participant’s employment terminates within two years after periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date. (iii) In the event of a Change in Control Termination of Employment without Cause or for Good Reason. Further, provided, Reason (as defined in the event of the Participant’s Retirementemployment agreement with the Company), a separate proor due to non-rata portion renewal by the Company of each such employment agreement, or upon the Participant’s death or Disability (or term or concept of like import, as defined in the Participant’s employment agreement with the Company) (each, an “Acceleration Event”) prior to the fourth anniversary of the three Tranches date of Options grant, then any remaining unvested Shares of Restricted Stock that would have vested if the Participant’s employment had continued for an additional twelve (12) months shall become vested on the date of such Acceleration Event and cease to be Restricted Stock (but shall remain subject to Section 5 of the extent then unvestedAgreement). The Shares of Restricted Stock will become fully vested on a Change in Control. (iv) shall immediately When any Shares of Restricted Stock become vested, basedthe Company shall promptly issue and deliver, for each Trancheunless the Company is using book entry, on to the number of months worked from Participant a new stock certificate registered in the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise name of the Options prior Participant for such Shares without the legend set forth in Section 4 hereof and deliver to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantParticipant any related other RS Property, subject to applicable withholding.

Vesting. The Options Share Units, if any, credited to your Account in accordance with Section 1 above shall be subject to the following vesting schedule: (i) One-third of the Share Units shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the following dates (subject to such rounding conventions as may be implemented from time to time by Teradata’s third party Plan administrator): (A) the Crediting Date, (B) the first three anniversaries anniversary of the Crediting Date, and (C) the second anniversary of the Crediting Date of Grant (each such onea “Vesting Date”), provided that you are continuously employed by Teradata until the applicable Vesting Date. (ii) If you cease to be employed by Teradata due to (A) your death, or (B) your Disability (defined by reference to Teradata’s long-third (1/3) term disability plan that covers you), in either case after the end of the Options Performance Period but prior to a Vesting Date, then the Share Units shall become fully vested upon such termination. (iii) If you cease to be employed by Teradata prior to a Change in Control due to (A) your Retirement (defined as termination by you of your employment with Teradata at or after age 55 with the consent of the Committee); or (B) a reduction-in-force, in either case after the end of the Performance Period but prior to a Vesting Date, then a portion of the Share Units credited to your Account that have not yet vested shall become fully vested upon such termination, determined by multiplying (I) the number of unvested Share Units credited to your Account on the date of termination that would have vested on the next Vesting Date had you remained employed with Teradata through such date, by (II) a fraction, the numerator of which vest on each such anniversary is the number of full and partial months of employment you completed commencing with the Vesting Date that occurred immediately prior to your termination, and the denominator of which is 12 months (with the resulting product rounded to the nearest whole number); provided that if your termination occurs during the period commencing immediately after the end of the Performance Period but prior to the Crediting Date, the fraction described above shall be referred deemed to herein as be 12/12. The remaining number of Share Units shall be forfeited without further action or notice. (iv) If a “Tranche”Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are not assumed, converted or replaced by the continuing entity, then the Share Units shall vest upon the Change in Control. (v) unless previously vested If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are assumed, converted or forfeited replaced by the continuing entity, then the Share Units shall continue to vest in accordance with the Plan or this AgreementSection 2(a)(i); provided, however, that if you cease to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates be employed by Teradata due to death or Permanent (A) termination of your employment by Teradata without Cause, (B) termination of your employment with Teradata on account of death, Disability, or Retirement, or a reduction-in-force, or (iiC) if you are a participant in the Participant’s employment terminates within two years after Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement that defines “Good Reason” in the context of a resignation following a Change in Control without Cause or (a “CIC Plan”), termination of your employment with Teradata for “Good Reason. Further, provided, ” as defined in the event of CIC Plan within the Participant’s Retirement, a separate protwo-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, year period commencing on the number of months worked from Change in Control, then the Date of Grant until the date of Retirement divided by the total number of months for which Share Units credited to your Account that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become not yet vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantin full upon such termination.

Vesting. The Options Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3,4 the RSUs shall vest and become exercisable as follows: one-third (1/3that is, the Restricted Period with respect thereto shall terminate) of pursuant to the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementVesting Schedule; provided, however, that the unvested RSUs shall vest in full during the Vesting Period on the date, (a) immediately preceding the effective date of the Recipient’s Retirement as determined by the Committee in relation to the extent then unvestedRSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Options Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B)5), (b) immediately preceding the Recipient’s death or the effective date of the Recipient’s Disability, or (c) immediately preceding the effective date of the termination of the Recipient’s employment or engagement with the Company or any Subsidiary by the Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor) without Cause,6 or by the Recipient for a Good Reason,7 in either case only in connection with or within 24 months following a Sale Event.8 The Recipient explicitly acknowledges and agrees that the granting or vesting of the RSUs 4 For example, pursuant to section 3, before the Vesting Start Date, (I) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated by the Recipient for any reason, or (II) if the Recipient retires, dies or becomes Disabled, the RSUs shall be forfeited in their entirety and no distribution or payment of any amount under such RSUs shall ever be made to the Recipient. 5 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for retirement and receive the RSU Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for retirement and receive the RSU Shares. 6 “Cause” means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the Recipient and the Company or the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may have a material and adverse effect on the business of the Company or Subsidiary or on the Recipient’s ability to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. 7 A “Good Reason” means the occurrence of any of the following events: (i) a material adverse change in the functions, duties or responsibilities of the Recipient’s position (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom the Recipient is required to report shall not by itself constitute a material adverse change in the Recipient’s position), (ii) the relocation of the Company or Subsidiary office at which the Recipient is principally located immediately become vested prior to a Sale Event (the “Original Office”) to a new location outside of the metropolitan area of the Original Office or the failure to place the Recipient’s own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan area of the Original Office), or (iii) a material reduction in the Recipient’s base salary and exercisable if: incentive compensation opportunity as in effect immediately prior to a Sale Event; provided, however, that, within 90 days of the incident that provides the basis for a Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. 8 A “Sale Event” shall mean (i) the Participant’s employment terminates due to death sale or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause other disposition of all or for Good Reason. Further, provided, in the event substantially all of the Participant’s Retirement, a separate pro-rata portion of each assets of the three Tranches Company or the Subsidiary that employs or engages the Recipient, including a majority or more of Options (to all outstanding stock of the extent then unvested) shall immediately become vested, based, for each TrancheSubsidiary, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.a

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the i. Participant’s employment terminates due to death or Permanent Disability, or (ii) the . Participant’s employment terminates on or within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested. The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months that Participant was employed by the Company or one of its Subsidiaries since the most recent Vesting Date, based, for each Tranche, on or if no Vesting Date has yet occurred the number of months worked from since the Date of Grant until Grant, by 36, by (B) the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vestedsubject to this Agreement (rounding up to the nearest whole number), provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.

Vesting. The Options shares shall vest and become exercisable as follows: one-third (1/3) set forth in the Notice of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementGrant; provided, however, provided that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to shares shall vest immediately upon the death or Permanent DisabilityDisability of the Participant while employed by the Company or any Affiliate, or and (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro's Retirement then (A) any service-rata portion based vesting requirement shall be deemed fully satisfied if such Restricted Stock Award was made at least one full year prior to such termination of each of the three Tranches of Options employment and (B) to the extent then unvested) performance vesting goals are established in respect of the shares, any shares as to which the restrictions on transferability shall immediately become vestednot already have lapsed shall not be forfeited unless and until it shall have been determined by the Committee that any such performance vesting goals will not be attained. For the purposes of this Paragraph D, based“Disability” means a physical or mental condition that qualifies the Grantee for long-term disability benefits under a long-term disability plan maintained by the Company or an Affiliate employing the Grantee. For the purposes of this Paragraph D, “Retirement” means voluntary termination of employment with the Company and all Affiliates after qualifying for each Tranche, on a Normal Retirement Benefit (the number later of months worked from age 65 or the Date 5th anniversary of Grant until the date the Grantee became a participant in the Aflac Incorporated Pension Plan) or Rule of 80 Retirement divided by the total number Benefit (combined age and Years of months Credited Service totaling 80) or qualifying for which that particular Tranche an unreduced pension benefit upon termination after attaining age 65 and completing 5 years of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested Vesting Service under the schedule Aflac Incorporated Pension Plan. Terms used in the foregoing definition shall have meanings set forth in the Aflac Incorporated Pension Plan. Upon vesting, as described above in this Section 4(aParagraph D, and within thirty (30) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reasondays thereafter, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with shares shall be released (paid) to the first sentence of Section 4(b) hereof the exercise Participant free of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of restrictions described in this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantAgreement.

Vesting. The Options shall vest and granted will only become exercisable and vested if the Optionee is continuously providing Service to the Company or a Company Affiliate from the Grant Date through the date the Committee determines the number of Option shares that will be exercisable under the Par Petroleum Corporation Discretionary Long Term Incentive Plan for 2014 (the “Determination Date”). The number of shares of Stock subject to the Option that the Committee determines will be exercisable will be specified on Exhibit A as the “Total Number.” Shares of Stock subject to Option specified in Section 4 that are not specified by the Committee as the Total Number on Exhibit A shall be forfeited and the Option shall have no right with respect thereto. This Option may be exercised for the number of Total Number of shares of Stock subject to the Option on or after the “Vesting Dates” as follows: one-third (1/3) on the first anniversary of the Options shall vest Determination Date, and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of each subsequent anniversary of the Options which vest on each such anniversary shall Determination Date until fully vested provided that the Optionee is continuously providing Services to the Company or a Company Affiliate through the applicable Vesting Date. The Option may be referred to herein as a “Tranche”) unless previously vested exercised at any time after the applicable Vesting Date, in whole or forfeited in accordance with part, during the Plan or this AgreementOption Period; provided, however, the Option may only be exercisable to acquire whole shares of Stock. The right of exercise provided herein shall be cumulative so that if the Option is not exercised to the maximum extent then unvestedpermissible after vesting, the Options vested portion of the Option shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, providedbe exercisable, in whole or in part, at any time during the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantOption Period.

Vesting. The Options shall vest and become exercisable Except as follows: one-third (1/3) of otherwise provided in this Section 2 or in the Plan or as approved by the Administrator, the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; providedterms of these Terms and Conditions (including the Notice and the Plan), howeveras follows (the occurrence of each such event described in Section 2(a)-(d), that to the extent then unvested, a “Vesting Event”): (a) the Options shall immediately become vested and exercisable if: on the earliest to occur of the (i) vesting dates set forth in the Participant’s employment terminates due to death or Permanent DisabilityNotice (each, or a “Vesting Date”), (ii) the Participant’s death and (iii) the Participant’s Disability, subject in each case to the Participant’s continued employment terminates within two years after with the Company or its Affiliate through such date; (b) upon the occurrence of a Change in Control without Cause or for Good Reason. FurtherControl, provided, all then outstanding unvested Options shall be treated as provided in the event of Plan; (c) if the Participant’s Retirementemployment terminates in a Special Termination prior to the Vesting Date, then (i) a separate pro-pro rata portion of each the Options shall become vested as of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by such termination based on the total number portion of months for which the vesting period that particular Tranche has elapsed as of such date and (ii) the balance of the Options would have otherwise shall remain outstanding and unvested and shall become vestedvested on the applicable Vesting Date provided (A) the Participant has not violated Section 13(b) through the Vesting Date and (B) the Participant has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Special Termination and prior to the Vesting Date, provided howeverand a final certification to such effect prior to (but no more than 90 days prior to) the Vesting Date; provided, that, for each Trancheif such termination occurs within one year following a Change in Control, the pro-rata portion that vests Options shall only immediately vest in full upon such termination; and (d) if the Participant’s employment terminates in a Qualifying Retirement (as defined below) prior to the Vesting Date, the Options shall become exercisable vested on the date Vesting Dates set forth in the Notice provided (i) the Participant has not violated Section 13(b) through the applicable Vesting Date and (ii) the Participant has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Tranche would have otherwise become vested under Qualifying Retirement and prior to the schedule described above applicable Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the applicable Vesting Date. For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the Administrator, other service to, the Company or Company’s Affiliates, but in this Section 4(a) absent the case of employment with or service to an Affiliate, only during such Retirementtime as such Affiliate is an affiliate of the Company. Notwithstanding anything contained in these Terms and Conditions to the foregoing sentences, upon a Participant’s termination of employment for any reasoncontrary, the Compensation Committee mayAdministrator, in its sole discretion, waive may accelerate the vesting of any requirement for vesting then remaining Options, at such times and permit, for a specified period of time consistent with upon such terms and conditions as the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) Administrator shall be aggregated and shall vest on the first anniversary of the Date of Grantdetermine.

Vesting. The Options (a) So long as the Grantee continues to be Employed through the applicable vesting date, the Restricted Stock shall vest and become exercisable as follows: to one-third (1/3) of such Shares on each of the Options third, fourth and fifth anniversaries of the Effective Date. (b) Notwithstanding the foregoing, if the Grantee’s Employment is terminated without Cause by the Company Group or by the Grantee for Good Reason, the Restricted Stock shall vest and become exercisable vested, to the extent not previously vested, as of immediately prior to such termination: (i) if such termination occurs at least six months after the Effective Date but prior to the first anniversary of the Effective Date, with respect to 20% of the Restricted Stock; or (ii) if such termination occurs on or after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date, with respect to the total percentage of the Restricted Stock that would have been vested as of such termination date, if the Restricted Stock had originally vested with respect to 20% of such Shares on each of the first three five anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementEffective Date; provided, however, that in any event, if such termination occurs on or subsequent to the first date, following an Initial Public Offering (as defined in the Stockholder’s Agreement), on which the Sponsors, collectively, are the Beneficial Owners of less than 40% of the aggregate number of shares of Common Stock of which the Sponsors, collectively, are the Beneficial Owners as of the Grant Date, then the Restricted Stock shall become vested, to the extent then unvestednot previously vested, with respect to 100% of the Options shall immediately become vested and exercisable if:Restricted Stock. (ic) the Participant’s employment terminates due to death Notwithstanding any of Section 3(a) or Permanent Disability(b) above, or (ii) the Participant’s employment terminates within two years after upon a Change in of Control without Cause or for Good Reason. Further, provided, in on a date when the event Grantee is Employed with any member of the Participant’s Retirement, a separate pro-rata portion of each Company Group (disregarding any termination occurring on the date of the three Tranches Change of Options (Control), any then-outstanding and unvested Restricted Stock shall automatically become vested, to the extent then unvested) shall immediately become not previously vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise respect to 100% of the Options Restricted Stock immediately prior to the satisfaction Change of such requirement. Control. (d) Any fractional Options Shares that would result from application of become vested pursuant to this Section 4(a) 3 shall be aggregated and shall vest on referred to as “Vested Restricted Stock.” (e) Subject to the first anniversary provisions of Section 3(b) above, if the Grantee’s employment with the Company Group is terminated for any reason by the Company or any member of the Date of GrantCompany Group, or by the Grantee, any Restricted Stock that has not yet become Vested Restricted Stock at such time shall be forfeited by the Grantee without consideration therefor.

Vesting. The Options (a) So long as the Grantee continues to be Employed through the applicable vesting date, the Restricted Stock shall vest as to 25% of such Shares on each of April 1, 2015, April 1, 2016, April 1, 2017 and April 1, 2018. (b) Notwithstanding the foregoing, if the Grantee’s Employment is terminated without Cause by the Company Group or by the Grantee for Good Reason, the Restricted Stock shall become exercisable vested, to the extent not previously vested, as followsof immediately prior to such termination: one-third (1/3i) if such termination occurs at least six months after the Effective Date but prior to the first anniversary of the Options shall vest and become exercisable Effective Date, with respect to 25% of the Restricted Stock; or (ii) if such termination occurs on or after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date, with respect to the total percentage of the Restricted Stock that would have been vested as of such termination date, if the Restricted Stock had originally vested with respect to 25% of such Shares on each of the first three four anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementEffective Date; provided, however, that in any event, if such termination occurs on or subsequent to the first date, following an Initial Public Offering (as defined in the Stockholder’s Agreement), on which the Sponsors, collectively, are the Beneficial Owners of less than 40% of the aggregate number of shares of Common Stock of which the Sponsors, collectively, are the Beneficial Owners as of the Grant Date, then the Restricted Stock shall become vested, to the extent then unvestednot previously vested, with respect to 100% of the Options shall immediately become vested and exercisable if:Restricted Stock. (ic) the Participant’s employment terminates due to death Notwithstanding any of Section 3(a) or Permanent Disability(b) above, or (ii) the Participant’s employment terminates within two years after upon a Change in of Control without Cause or for Good Reason. Further, provided, in on a date when the event Grantee is Employed with any member of the Participant’s Retirement, a separate pro-rata portion of each Company Group (disregarding any termination occurring on the date of the three Tranches Change of Options (Control), any then-outstanding and unvested Restricted Stock shall automatically become vested, to the extent then unvested) shall immediately become not previously vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise respect to 100% of the Options Restricted Stock immediately prior to the satisfaction Change of such requirement. Control. (d) Any fractional Options Shares that would result from application of become vested pursuant to this Section 4(a) 3 shall be aggregated and shall vest on referred to as “Vested Restricted Stock.” (e) Subject to the first anniversary provisions of Section 3(b) above, if the Grantee’s employment with the Company Group is terminated for any reason by the Company or any member of the Date of GrantCompany Group, or by the Grantee, any Restricted Stock that has not yet become Vested Restricted Stock at such time shall be forfeited by the Grantee without consideration therefor.

Vesting. The Options (a) Subject to the terms of this Section 3 and the terms of Appendix A, which is incorporated by reference herein, the Performance Share Units shall vest and become exercisable as follows: one-third (1/3) vested upon satisfaction of the Options Performance Goals and terms as set forth in Appendix A to this Award Agreement. The Committee shall determine whether such Performance Goals have been satisfied. (b) If the vesting terms set forth in Appendix A would produce fractional Performance Share Units, the number of Performance Share Units that vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred rounded down to herein as the nearest whole Performance Share Unit. (c) Notwithstanding anything to the contrary contained in a written employment agreement, severance agreement, change of control agreement or other agreement entered into by and between the Participant and the Employer, this Section 3(c) shall apply in the event of a Change of Control before the Vesting Date (a “TrancheQualifying Change of Control”) unless previously vested or forfeited in accordance with and while the Plan or this Agreement; provided, however, that Participant continues to be employed by the extent then unvested, the Options shall immediately become vested and exercisable if:Employer. (i) the Participant’s employment terminates due Effective as of immediately prior to death or Permanent Disabilitya Qualifying Change of Control, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (but subject to the extent then unvested) shall immediately become vestedoccurrence of such Change of Control, based, for each Tranche, on the number of months worked Performance Share Units eligible to be vested shall be equal to the greater of the number of shares of Common Stock under the (i) the Target Award multiplied by a fraction, the numerator of which is the number of days elapsed from the Date of Grant until to the date of Retirement divided the Qualifying Change of Control, and the denominator of which is the number of days in the Performance Period, and (ii) the Share Payout as a Percentage of Target Award as determined by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested Committee under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding terms of Appendix A through the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options latest practicable date prior to the satisfaction such Change of such requirementControl. Any fractional Options that would result from application For purposes of this Section 4(a) 3(c)(i), the Company Relative TSR Percentile Rank shall be aggregated and shall vest determined by reference to the Company’s average relative TSR rank on the first anniversary thirty (30) consecutive trading days immediately preceding the Qualifying Change of Control. The number of Performance Share Units determined in accordance with this Section 3(c)(i) is referred to as the Date “Change of GrantControl Adjusted Performance Share Units”. (ii) The Change of Control Adjusted Performance Share Units shall become vested on a Qualifying Change of Control and paid as soon as administratively practicable (but no later than thirty (30) days) following the occurrence of such Change of Control if a replacement or substitute award meeting the requirements of this Section 3(c)(ii) is not provided to the Participant in respect of such Performance Share Units. An award meeting the requirements of this Section 3(c)(ii) is referred to below as a “Replacement Award”. An award shall qualify as a Replacement Award if:

Vesting. 4.1 The Options shall vest restrictions on the Restricted Stock will expire and the Restricted Stock will become exercisable transferable, and nonforfeitable as follows: to one-third (1/3) of the Options shall vest and become exercisable Restricted Stock on each of the first three anniversaries of the Date of Grant (each Date, such one-third (1/3) that 100% of the Options which vest on each such anniversary shares of Restricted Stock shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with on the Plan or this Agreementthird anniversary of the Grant Date; provided, however, that that, except as otherwise provided in Section 4.2 of this Agreement or in the Employment Agreement between the parties dated January 14, 2016 effective as of December 31, 2015 (the “Employment Agreement”), the Restricted Stock will vest on such dates only if the Participant remains in the employ of or a service provider to the extent then unvestedCompany or its subsidiaries continuously from the Grant Date through the applicable vesting date. 4.2 Notwithstanding Section 4.1 of this Agreement, the Options shall immediately become vested and exercisable if: provided that (i) the Participant’s employment terminates due Participant remains in the employ of or a service provider to death the Company or Permanent Disability, or its subsidiaries continuously from the Grant Date until immediately prior to the occurrence of any of the events listed below and (ii) the Participant’s employment terminates within two years after Participant holds Restricted Stock at such time, then: 4.2.1 all shares of Restricted Stock shall automatically vest in full upon a Change in Control without Cause or for Good Reason. Further, provided, of the Company (as defined in the event Employment Agreement); 4.2.2 all shares of Restricted Stock shall automatically vest in full upon a termination of the Participant’s Retirement, employment by the Company without Cause (as defined in the Employment Agreement) or by the Participant for Good Reason (as defined in the Employment Agreement); or 4.2.3 a separate pro-rata portion of each of Restricted Stock shall automatically vest upon the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reasonby reason of death or Disability (as defined in the Employment Agreement) with such pro-rata portion calculated by multiplying the number of shares of Restricted Stock scheduled to vest on the anniversary of the Grant Date immediately succeeding such termination of employment by a fraction, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period numerator of time consistent with which is the first sentence number of Section 4(b) hereof days that have elapsed from the exercise last anniversary of the Options Grant Date (or if such termination of employment occurs prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date Grant Date, then the number of Grantdays that have elapsed from the Grant Date) through the date of such termination of employment and the denominator of which shall be 365.

Vesting. The Options Except as otherwise provided in this Section 2 or in the Plan or as approved by the Administrator, the RSUs shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; providedterms of these Terms and Conditions (including the Notice and the Plan), howeveras follows (the occurrence of each such event described in Section 2(a)-(d), that to a “Vesting Event”): (a) the extent then unvested, the Options RSUs shall immediately become vested and exercisable if: on the earliest to occur of the (i) vesting dates set forth in the Participant’s employment terminates due to death or Permanent DisabilityNotice (each, or a “Vesting Date”), (ii) the Participant’s death and (iii) the Participant’s Disability, subject in each case to the Participant’s continued employment terminates within two years after with the Company or its Affiliate through such date; (b) upon the occurrence of a Change in Control without Cause or for Good Reason. FurtherControl, provided, all then outstanding unvested RSUs shall be treated as provided in the event of Plan; (c) if the Participant’s Retirementemployment terminates in a Qualifying Termination prior to the fourth anniversary of the Vesting Commencement Date set forth in the Notice, then (i) a separate pro-pro rata portion of each the outstanding unvested RSUs that would otherwise have vested upon the next Vesting Date following such Qualifying Termination (assuming the Participant had remained employed through such Vesting Date) shall become vested based on the portion of the three Tranches of Options period between (x) the Vesting Date preceding such Qualifying Termination (or, if the Qualifying Termination occurs prior to the extent then unvestedfirst Vesting Date, the Vesting Commencement Date) shall immediately become vested, based, for each Tranche, on and (y) the number next Vesting Date following such Qualifying Termination that has elapsed as of months worked from the Date of Grant until the date of such termination (the “Accelerated RSUs”) and (ii) the balance of the RSUs (the “Deferred RSUs”) shall remain outstanding and unvested and shall become vested on the remaining Vesting Date or Vesting Dates, as applicable, following such Qualifying Termination provided the Participant (A) has not violated Section 13(b) through such Vesting Date and (B) has provided certification of such ongoing compliance with Section 13(b) in writing to the Company prior to (but no more than 90 days prior to) such Vesting Date. (d) if the Participant’s employment terminates in a Qualifying Retirement divided (as defined below) prior to the fourth anniversary of the Vesting Commencement Date, all of the outstanding unvested RSUs shall become vested on the remaining Vesting Date or Vesting Dates, as applicable, following such termination provided the Participant (i) has not violated Section 13(b) through such Vesting Date and (ii) has provided certification of such ongoing compliance with Section 13(b) in writing to the Company prior to (but no more than 90 days prior to) such Vesting Date. For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the total number of months for which that particular Tranche of Options would have otherwise become vestedAdministrator, provided however, that, for each Trancheother service to, the pro-rata portion that vests shall Company or Company’s Affiliates, but in the case of employment with or service to an Affiliate, only become exercisable on during such time as such Affiliate is an affiliate of the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such RetirementCompany. Notwithstanding anything contained in these Terms and Conditions to the foregoing sentences, upon a Participant’s termination of employment for any reasoncontrary, the Compensation Committee mayAdministrator, in its sole discretion, waive may accelerate the vesting of any requirement RSUs, at such times and upon such terms and conditions as the Administrator shall determine, so long as the delivery of Shares for vesting then remaining and permit, for a specified period of time consistent with the first sentence of any RSUs subject to Section 4(b) hereof the exercise 409A of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantCode is permitted thereby.

Vesting. The Options shall vest and become exercisable a. Except as follows: one-third otherwise expressly provided in Section 4.b hereof, subject to Participant’s continued employment or service through each applicable vesting date, (1/3i) twenty percent (20%) of the Options RSUs shall vest on the earlier to occur of (A) two (2) business days after the first day that the Common Stock becomes listed on a nationally recognized securities exchange and become exercisable (B) the six (6)-month anniversary of the first date of an initial public offering of the Common Stock that occurs following the Effective Date (the “Initial Tranche”), and (ii) an additional twenty percent (20%) of the RSUs shall vest on each of the first three four (4) anniversaries of the Date date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that grant. b. Notwithstanding anything to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change contrary contained in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences4.a hereof, upon a Participant’s termination of employment for any reasonQualifying Termination, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b(i) hereof the exercise 100% of the Options prior to the satisfaction of unvested RSUs shall vest, if such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest Qualifying Termination occurs on or before the first anniversary of the Date date of Grantgrant; (ii) 50% of the unvested RSUs shall vest, if such Qualifying Termination is 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 is after the second anniversary and on or before the third anniversary of the date of grant; provided, that if a Participant undergoes a Qualifying Termination or is terminated due to death or Disability, in each case, prior to vesting of the Initial Tranche, the Initial Tranche shall vest upon such termination. c. Notwithstanding anything to the contrary contained in Section 4.a hereof, 100% of the RSUs shall vest immediately prior to the consummation of a Change in Control. d. Subject to Section 4.b hereof, vesting shall cease immediately upon termination of Participant’s employment or service for any reason, and any portion of the RSUs that have not vested on or prior to the date of such termination shall be forfeited on such date. Once vesting has occurred, the vested portion will be settled at the time or times specified in Section 6 hereof.

Vesting. A. The Options Participant shall have a non-forfeitable right to a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. Except as provided in Section 2.C. or 2.D. below, no portion of any Award shall become vested on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by or in the service of the Company or any Affiliate. If the Participant ceases to be employed by or in the service of the Company and its Affiliates for any reason, any then-outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. The Award will become eligible to vest upon achievement of the Granted PSUs goals (“Performance Goals”), as adopted by the Committee in the first calendar quarter of the year in which the Award is granted and communicated. The calculation of the number of Granted PSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on your Fidelity stock plan account. Granted PSUs that become eligible to vest upon the achievement of the Performance Goals are referred to as the “Eligible PSUs.” In the event and to the extent that the Performance Goals are not satisfied, such Granted PSUs shall not become eligible to vest and shall be immediately forfeited upon the Committee’s determination that such Performance Goals have not been satisfied (or deemed satisfied). As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of Granted PSUs will become eligible to vest. In no event shall the number of Eligible PSUs exceed 200% of the number of Granted PSUs. All Eligible PSUs shall vest on (i) the later of the third anniversary of the Grant Date or the date of the Committee’s determination of the degree to which the Annual Performance Goals have been satisfied (which shall occur not later than March 1 immediately following the end of the year to which the Annual Performance Goals relate), (ii) in the event of a Corporate Change in Control, the date or dates described in Section 2.C. below, or (iii) in the event of a termination of the Participant’s employment or service with the Company and its [[DMS:6398816v4:7/1/2024 12:08:25 PM Affiliates on account of death, Disability or Retirement, the date or dates described in Section 2.D below (the “Vesting Date”). C. In the event of a Corporate Change in Control, subject to the Participant’s continued employment or service with the Company and its Affiliates through the date of such Corporate Change in Control: (i) if the applicable performance period relating to the Performance Goals has ended prior to the date of such Corporate Change in Control, the Committee shall determine the extent to which the Performance Goals were achieved, if not yet determined, and the Granted PSUs that are eligible to vest based on the achievement of such Performance Goals shall become exercisable Eligible PSUs as of immediately prior to such Corporate Change in Control based on the level of achievement so determined; (ii) if the applicable performance period relating to the Performance Goals has not ended prior to the date of such Corporate Change in Control, any outstanding Granted PSUs shall become Eligible PSUs as of immediately prior to such Corporate Change in Control assuming that the Performance Goals are achieved at target (or such greater level determined by the Committee); (iii) to the extent the acquiring or surviving entity assumes, continues or substitutes for Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) in connection with the Corporate Change in Control, the Eligible PSUs shall remain outstanding and, subject to the Participant’s continued employment or service with the acquiring or surviving entity, shall vest in full upon the third anniversary of the Grant Date or, if earlier, upon an Involuntary Employment Action as described in Section 10.B. of the Plan or the Participant’s termination of employment or service on account of death or Disability; (iv) to the extent the acquiring or surviving entity does not assume, continue or substitute for the Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) in connection with the Corporate Change in Control, the Eligible PSUs shall vest in full as of immediately prior to the Corporate Change in Control; and (v) notwithstanding clause (iii) or (iv) above, with respect to a Participant who is or becomes eligible for Retirement at any time after the Grant Date and on or before the latest Vesting Date described in Section 2.B.(i) above, to the extent required to avoid adverse tax results under Section 409A, the Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) shall vest in full as of immediately prior to the Corporate Change in Control. D. Except as otherwise provided in the Plan or Section 2.C. above, upon termination of the Participant’s employment or service with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will immediately terminate, except as follows: : (i) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment or service on account of death or Disability will, to the extent not vested previously, become fully vested upon the later of (a) the date of death or Disability of the Participant or (b) the date of the determination of the Eligible PSUs based on the achievement of the Performance Goals and the Committee’s determination thereof (including under Section 2.C. above, in which case the Eligible 378411_1 2 [[DMS:6398816v4:7/1/2024 12:08:25 PM PSUs (determined after giving effect to Section 2.C. above) will vest as of immediately prior to the Corporate Change in Control), even if such determination occurs following the date of death or Disability of the Participant; and (ii) any portion of the Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested upon the later of (a) the date of Retirement or (b) the date of the determination of the Eligible PSUs based on the achievement of the Performance Goals and the Committee’s determination thereof (including under Section 2.C. above, and with the Eligible PSUs determined after giving effect to Section 2.C. above), and in either case, with respect to fifty percent (50%) of the number of Eligible PSUs covered by such unvested portion and as to an additional ten percent (10%) of the number of Eligible PSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PSUs of the Award; provided that, notwithstanding the foregoing and Section 9.G.(2) of the Plan, in the event that the Participant’s Retirement occurs in the same calendar year as the Grant Date this Section 2.D.(ii) shall apply only to one-third (1/3) of the Options shall vest and become exercisable on each number of Eligible PSUs covered by such unvested portion. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the first three anniversaries Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to any termination For Cause or any termination for insufficient performance, as determined by the Company. E. Notwithstanding anything herein to the contrary, any portion of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as Award held by a “Tranche”) unless previously vested Participant or forfeited in accordance with the Plan or this Agreement; provided, however, that a Participant’s permitted transferee immediately prior to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) cessation of the Participant’s employment terminates due to death or Permanent Disability, or (ii) For Cause shall terminate at the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event commencement of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, business on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination.

Vesting. The Options (a) If Employee remains continuously employed by the Company from the Grant Date through [__________], this Performance Award shall vest in Employee on such date at the level set forth in the Notice based upon achievement of the Company performance objectives set forth in the Notice (“Performance Objectives”) during the period commencing on [__________] and become exercisable ending [__________] (the “Performance Period”). As soon as follows: oneadministratively practicable after the end of the Performance Period (or such earlier date as set forth in Sections 2(b), (c) or (d)), the Compensation Committee of the Board (“Committee”) shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that are vested in Employee as a result of such achievement. (b) If on or after the eighteen-third month anniversary of the Grant Date and prior to the end of the Performance Period (1/3i) a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the definition of “Change of Control” under the Plan) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant Company occurs, (each such one-third (1/3ii) of the Options which vest on each such anniversary shall be referred to herein as Employee incurs a “Tranche”Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) unless previously vested that also meets the definition of “disability” under the Company’s long-term disability plan), or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (iiii) the ParticipantEmployee’s employment terminates due to death or Permanent DisabilityEmployee’s death, or this Performance Award shall vest on the earliest of such events at the greater of the “Determined Percentage” (iias defined below) and the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, “target” level of performance as set forth in the event Notice. For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the date of the Participant’s Retirement, a separate pro-rata portion of each applicable vesting event was the most recently completed fiscal quarter of the three Tranches Company. As soon as administratively practicable after the date of Options the applicable vesting event described in clauses (to b)(i) or (b)(ii) above, the Committee shall affirm in writing the extent then unvested) shall immediately become vested, based, for each Tranche, on to which the Performance Objectives have been achieved and the number of months worked from units of Deferred Stock that vest as a result of such achievement. (c) If on or after eighteen-month anniversary of the Grant Date and prior to the end of Grant until the Performance Period the Employee terminates employment with the Company on or after age sixty for a reason other than death or Disability (“Retirement”), this Performance Award shall vest on the date of such termination due to Retirement divided (the “Retirement Date”) at the “Determined Percentage” (as defined below). For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the date of the applicable vesting event was the Employee’s Retirement Date, multiplied by a fraction, the numerator of which is equal to the number of Employee’s actual days of employment from the Grant Date to Employee’s Retirement Date, and the denominator of which is equal to the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranchedays in the Performance Period. As soon as administratively practicable after the Retirement Date, the pro-rata portion Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that vests shall only become exercisable on the date each are vested in Employee as a result of such Tranche would have otherwise become vested under the schedule described above in this Section 4(aachievement. (d) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options If prior to the satisfaction eighteen-month anniversary of such requirement. Any fractional Options that would result from application the Grant Date (i) a Change of Control occurs, (ii) Employee incurs a “Disability”, or (iii) Employee’s employment terminates due to Employee’s death, this Section 4(a) shall be aggregated and Performance Award shall vest on the first anniversary earliest of such events at the greater of the Determined Percentage (as defined below) and the percentage attributable to the “target” level of performance as set forth in the Notice. For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the date of the applicable vesting event was the most recently completed fiscal quarter of the Company on or following the Grant Date. Notwithstanding the foregoing, if the vesting event is as a result of (ii) or (iii) above, the Determined Percentage shall be multiplied by a fraction, the numerator of which is equal to the number of Employee’s actual days of employment from the Grant Date to the date of GrantDisability or death, as applicable, and the denominator of which is equal to the total number of days in the Performance Period. As soon as administratively practicable after the date of the applicable vesting event, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that vest as a result of such achievement. (e) If Employee’s employment with the Company is terminated prior to the end of the Performance Period, and neither (b), (c) nor (d) above apply, this Performance Award automatically shall be forfeited in full, without payment, on such termination.

Vesting. The Subject to the Optionee’s not having a Termination of Relationship prior to the applicable vesting date and except as otherwise set forth in Section 7, the Options shall vest become non-forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable as follows: one-third pursuant to this Section 4, the “Vested Options”) in percent ( %) increments on each of , , , and . Upon a Complete Change in Control (1/3other than in connection with a Qualified Public Offering) (such date, the “Option Acceleration Date”), 100% of the Options shall which have not theretofore become Vested Options and which are scheduled to vest and become exercisable on each of the first three anniversaries of remaining vesting dates set forth in the Date of Grant (each such one-third (1/3) of the Options which previous sentence will vest on each the ( ) month anniversary of such anniversary shall be referred Option Acceleration Date, provided that the Optionee remains in continuous employment with or service to herein as the Company or a “Tranche”Subsidiary for the ( ) unless previously vested or forfeited in accordance with the Plan or this Agreementmonth period following such Option Acceleration Date; provided, however, that in the event that the Participant has a Termination of Relationship during the period of time following the date of such Option Acceleration Date and prior to the extent then unvested( ) month anniversary of such Option Acceleration Date, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death as a result of his or Permanent her death, Disability, or (ii) termination from employment or services by the Participant’s employment terminates within two years after Company or a Change in Control Subsidiary without Cause or for resignation from employment or services with Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise 100% of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary date of such Termination of Relationship. All decisions by the Committee with respect to any calculations pursuant to this Section 4 (absent manifest error), including the Committee’s determination of whether and the date on which a Complete Change in Control or an Option Acceleration Date occurs shall be final and binding on the Optionee. Except as otherwise provided herein, all unvested Options will immediately terminate upon a Termination of GrantRelationship (after giving effect to any vesting in connection with such Termination of Relationship).

Vesting. The Options shall Shares will vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that following schedule: (a) 1/4th of the total number of Shares shall vest upon the earlier to the extent then unvested, the Options shall immediately become vested and exercisable if: occur of (i) the Participantlisting of the Company’s employment terminates due to death Common Stock on the NASDAQ Stock Market or Permanent Disabilityother national securities exchange, or such as NYSE MKT; and (ii) January 14, 2015, but in no event earlier than January 14, 2014; (b) 1/4th of the Participant’s employment terminates within two years after a Change in Control without Cause or total number of Shares shall vest on January 14, 2015; and (c) 1/48th of the Shares shall vest on January 14, 2015 and on the same day of each month thereafter for Good Reason. Further, 24 months; provided, that in the event of an Involuntary Termination (as defined herein) or a Change of Control (as defined herein) the ParticipantShares shall fully vest and become exercisable. Immediately upon the cessation of the Recipient’s RetirementEmployment (as defined in the Plan), a separate pro-rata the unvested portion of each the Shares shall be immediately cancelled and returned to the Company as set forth in Section 6(a)(4)(A) of the three Tranches Plan. For the purposes of Options 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 extent then unvestedoccurrence of any of the following events without Recipient’s written consent: (i) shall immediately become vesteda material reduction or change in job duties, basedresponsibilities 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) a material reduction of Recipient’s base compensation (other than in connection with a general decrease in base salaries for each Tranche, on most officers of the number Company or successor corporation); or (iii) Recipient’s refusal to relocate his or her principal place of months worked employment to a facility or location more than fifty miles from the Date Company’s current location, provided that Recipient will not resign due to such change, reduction or relocation without first providing the Company with written notice of Grant until the event or events constituting the grounds for his voluntary resignation within thirty days of the initial existence of such grounds and a reasonable cure period of not less than thirty days following the date of Retirement divided by such notice (the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant“Cure Period”).

Vesting. The Options shall vest This option is only exercisable before it expires and become exercisable then only with respect to the vested portion of this option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested shares not less than 100 shares, unless the number of shares purchased is the total number available for purchase under this option, by following the procedures set forth in the Plan and below in this Agreement. Your right to purchase shares of Stock under this option vests as follows: to one-third fourth (1/31/4) of the Options total number of shares covered by this option, as shown on the cover sheet, on the one-year anniversary of the Vesting Start Date (“Anniversary Date”), provided you then continue in Service. Thereafter, for each such vesting date that you remain in Service, the number of shares of Stock which you may purchase under this option shall vest at the rate of one-fourth (1/4) per year as of each Anniversary Date. The resulting aggregate number of vested shares will be rounded to the nearest whole number, and become exercisable on each you cannot vest in more than the number of shares covered by this option. Notwithstanding the exercise periods described above, if (a) a transaction is made and consummated involving the sale of all or substantially all of the first three anniversaries Company’s assets, or the sale of a majority of its outstanding shares, whether by way of merger, consolidation, business combination or otherwise; (b) a tender offer or exchange offer is made and consummated in a transaction for the ownership of securities of the Date of Grant (each such one-third (1/3) Company representing more than 50 percent of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”combined voting power of the Company’s then outstanding voting securities; (c) unless previously vested or forfeited in accordance you terminate your employment with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or Company for Good Reason. Further; (d) the Company terminates your employment without Cause; or (e) your Service terminates because of your death or Disability (as defined below), provided, then your vesting rights under this Agreement shall be immediately accelerated and you (or your estate or heirs in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (your death) shall be immediately entitled to exercise all option rights granted under this Agreement to the extent not then unvested) shall immediately become vestedexercisable and not yet canceled or terminated; provided that such option rights must be exercised, basedif at all, for each Tranche, on the number of months worked within ten years from the Date Effective Date. [Any transaction of Grant until the date type described in either of Retirement divided by the total number clause “(a)” or clause “(b)” above shall hereinafter be referred to as a “Change of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above Control Transaction”]. Except as set forth in this Section 4(a) absent such Retirement. Notwithstanding section and in the foregoing sentences, upon a Participant’s termination section of employment this Agreement entitled “Non-Competition,” no additional vesting of your right to purchase shares of Stock shall occur after your Service has terminated for any reason, . Your option will expire in any event at the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period close of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest business at Company headquarters on the first day before the 10th anniversary of the Date Grant Date, as shown on the cover sheet. You may exercise the vested portion of Grantyour option at any time prior to that expiration date. In the event of your death, your estate or heirs may exercise the vested portion of your option at any time prior to that expiration date.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that Subject to the extent then unvestedParticipant’s not having a Termination of Relationship and except as otherwise set forth in Section 7 hereof, the Options shall become non-forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable pursuant to this Section 3, the “Vested Options”) as follows: a. in such percentages as on such dates as set forth on the Certificate of Grant of this Award under “Vesting Schedule”; or b. in the event of a Termination of Relationship as a result of the Participant’s death, Disability, or Retirement (other than a “Retirement with Notice” as defined below) (each, a “Special Termination”), the installment of Options scheduled to vest on the next Vesting Date immediately following such Special Termination shall immediately become vested Vested Options, and exercisable if:the remaining Options which are not then Vested Options shall be forfeited; c. upon a Termination of Relationship as a result of the Participant’s Retirement with Notice, any previously unvested Options shall remain outstanding and become Vested Options on the normal scheduled future Vesting Date(s); d. in the event of (i) the Participant’s employment terminates due to death or Permanent Disability, or occurrence of a Change of Control and (ii) thereafter, a Termination of Relationship of the Participant’s employment terminates within two years after a Change Participant by the Company or any of its Affiliates (or successors in Control interest) without Cause or by the Participant for Good Reason. Further, provided, in Reason that occurs prior to the event second anniversary of the Participant’s RetirementChange of Control, then each outstanding Option which has not theretofore become a separate pro-rata portion of each of the three Tranches of Options (Vested Option pursuant to the extent then unvestedSection 4(a) shall immediately become vested, based, for each Tranche, a Vested Option on the number of months worked from the Date of Grant until the date of such Termination of Relationship; or e. except as otherwise provided above with respect to a Special Termination or Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentenceswith Notice, upon a Participant’s termination Termination of employment Relationship for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise unvested portion of the Options prior to the satisfaction of such requirement. Any fractional Options Option (i.e. , that would result from application of this Section 4(aportion which does not constitute Vested Options) shall terminate and cease to be aggregated outstanding on the date the Termination of Relationship occurs and shall vest on the first anniversary of the Date of Grantno longer be eligible to become Vested Options.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then- completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures for such year(s), resulting in the payment of 100% of the Date of Grant (each such one-third (1/3) of the Options which vest on each total target RSU award amount of this grant relating to such anniversary shall year(s). All RSUs will be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance upon termination of the Employee’s employment with the Plan or this Agreement; providedEmployer before the Vesting Date for a reason other than death, however, that to the extent then unvestedDisability, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after circumstances of a Change in Control without Cause described above, as provided for by the Company’s Executive Severance Pay Plan under the circumstances described above, or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked retirement from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, Company upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining or after attaining age 62 and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.10

Vesting. The Options (a) If Employee remains continuously employed by the Company from the Grant Date through December 31, 2021, this Performance Award shall vest in Employee on such date at the levels set forth in the Notice based upon achievement of the Company performance objectives set forth in the Notice ("Performance Objectives") during the period commencing on January 1, 2019 and become exercisable ending December 31, 2021 (the "Performance Period"). As soon as follows: oneadministratively practicable after the end of the Performance Period (or such earlier date as set forth in Sections 2(b), (c) or (d)), the Compensation Committee of the Board ("Committee") shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that are vested in Employee as a result of such achievement. (b) If on or after the eighteen-third month anniversary of the Grant Date and prior to the end of the Performance Period (1/3i) a "Change of Control" (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the definition of "Change of Control" under the Plan) of the Options Company occurs, (ii) Employee incurs a "Disability" (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the definition of "disability" under the Company's long-term disability plan), or (iii) Employee's employment terminates due to Employee's death, this Performance Award shall vest and become exercisable on each the earliest of such events at the greater of the first three anniversaries "Determined Percentage" (as defined below) and the "target" levels of performance as set forth in the Notice. For this purpose, the "Determined Percentage" means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the last day of the Performance Period was the Determination Date (as defined below) and the Performance Objectives were measured as of Grant (each such one-third (1/3) date. As soon as administratively practicable after the date of the Options applicable vesting event described in clauses (b)(i), (b)(ii) or (b)(iii) above, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that vest as a result of such achievement. As used in this Agreement, the term "Determination Date" means (1) with respect to the TSR Component of the Performance Award, the date of the applicable vesting event, and (2) with respect to the EBITDA Component of the Performance Award, the most recently completed fiscal quarter of the Company coincident with or next preceding the date of the applicable vesting event. (c) If on or after the Grant Date and prior to the end of the Performance Period the Employee terminates employment with the Company on or after age fifty-eight for a reason other than death or Disability ("Retirement"), this Performance Award shall vest on each the date of such anniversary shall be referred termination due to herein Retirement (the "Retirement Date") at the "Determined Percentage" (as a “Tranche”) unless previously vested or forfeited in accordance with defined below). For this purpose, the Plan or this Agreement"Determined Percentage" means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the last day of the Performance Period was the Determination Date and the Performance Objectives were measured as of such date; provided, however, that if the Retirement Date occurs prior to the extent eighteen-month anniversary of the Grant Date, then unvestedthe amount determined pursuant to the preceding provisions of this sentence shall be multiplied by a fraction, the Options numerator of which is equal to the number of Employee's actual days of employment from the Grant Date to Employee's Retirement Date, and the denominator of which is equal to the total number of days in the Performance Period (determined without regard to Employee's Retirement). As soon as administratively practicable after the Retirement Date, the Committee shall immediately become affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that are vested and exercisable if:in Employee as a result of such achievement. (d) If prior to the eighteen-month anniversary of the Grant Date (i) the Participant’s a Change of Control occurs, (ii) Employee incurs a "Disability", or (iii) Employee's employment terminates due to death or Permanent DisabilityEmployee's death, or this Performance Award shall vest on the earliest of such events at the greater of the "Determined Percentage" (as defined below) and the percentage attributable to the "target" levels of performance as set forth in the Notice. For this purpose, the "Determined Percentage" means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the last day of the Performance Period was the Determination Date and the Performance Objectives were measured as of such date. Notwithstanding the foregoing, if the vesting event is as a result of (ii) or (iii) above, then both the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, percentage attributable to the "target" levels of performance as set forth in the event Notice and the Determined Percentage shall be multiplied by a fraction, the numerator of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (which is equal to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked Employee's actual days of employment from the Grant Date of Grant until to the date of Retirement divided by Disability or death, as applicable, and the denominator of which is equal to the total number of months for which that particular Tranche days in the Performance Period (determined without regard to the occurrence of Options would have otherwise become vested, provided however, that, for each Tranchethe applicable vesting date). As soon as administratively practicable after the date of the applicable vesting event, the pro-rata portion Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the cash and the number of units of deferred Stock that vests shall only become exercisable on the date each vest as a result of such Tranche would have otherwise become vested under the schedule described above in this Section 4(aachievement. (e) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of If Employee's employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options Company is terminated prior to the satisfaction end of such requirement. Any fractional Options that would result from application of the Performance Period, and neither (b), (c) nor (d) above apply, this Section 4(a) Performance Award automatically shall be aggregated and shall vest forfeited in full, without payment, on the first anniversary of the Date of Grantsuch termination.

Vesting. The Options Qualified Plan benefit and the supplemental retirement benefit described in Section 4.2 (b)(i) shall be fully vested as of December 13, 2005. Upon the termination of Executive’s employment he shall be entitled to receive all such benefits as provided in the Qualified Plan and SRIB Plan. The supplemental retirement benefit described in Section 4.2 (b)(ii) (the “Enhanced Benefit”) shall begin vesting on December 13, 2005 and shall, so long as Executive is employed by the Company, cumulatively vest and become exercisable thereafter in equal monthly installments at the rate of 1/120th per calendar month for 120 months (with the period from December 13 to December 31, 2005, inclusive, being considered a “calendar month” for vesting purposes hereunder), except as follows: one-third (1/3) ; i.e., if during the term of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that and prior to the extent then unvested, the Options shall immediately become vested and exercisable iffull vesting: (i) Executive voluntarily terminates his employment (other than for Good Reason), then with respect to the Participant’s calendar year in which he so terminates his employment terminates due Executive shall vest in the Enhanced Benefit at the rate of 1/120th per calendar month up to death and including the month of termination if such termination occurs after June 30 of such calendar year, and he shall not vest with respect to any calendar month in the first half of such calendar year if such termination occurs on or Permanent Disability, orbefore June 30 thereof; (ii) Executive is terminated for cause, he shall not be entitled to be vested in the Participant’s Enhanced Benefit for any interest for the calendar year in which he is terminated; (iii) Executive (a) voluntarily terminates his employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, providedor (b) does not continue to be employed by the Company for any reason other than (i) his voluntary resignation without Good Reason, or (ii) his termination for cause, death, disability, or due to a change in control, Executive shall in the event circumstances contemplated under Sections 4.2(c)(iii)(a) or (b), above, continue to vest in the Enhanced Benefit in equal monthly installments at the rate of 1/120th per calendar month for the then-remaining balance of the Participantterm of this Agreement; (iv) Executive dies or becomes disabled, the Enhanced Benefit will vest 100 percent upon Executive’s Retirementdeath or disability; and Executive shall be entitled to receive payments as described in Section 4.2(b), except that if termination occurs as a separate pro-rata portion result of each of the three Tranches of Options (to the extent then unvested) shall immediately become vesteddisability, based, for each Tranche, on the number of months worked and Executive is receiving Bona Fide Disability Pay from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each TrancheCompany, the pro-rata portion that vests shall only become exercisable on the date each Enhanced Benefit will be reduced by such Tranche would have otherwise become vested under the schedule described above Bona Fide Disability Pay; or (v) There is a Change of Control, and Executive is terminated or resigns for Good Reason in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reasonconnection therewith, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of Enhanced Benefit will vest 100 percent immediately upon such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination or resignation.

Vesting. The Options Subject to the provisions contained herein, your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service. Notwithstanding the foregoing, the following provisions shall vest apply: (a) In the event your Continuous Service is terminated due to your Disability, then the vesting and become exercisable exercisability of your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as follows: oneis determined by the Board) after the date of such termination. (b) In the event your Continuous Service is terminated due to your death or in the event that you die within 3 months following the termination of your service for any reason other than Cause, then the vesting and exercisability of your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-third six (1/336) months (or such lesser period of time as is determined by the Board) after the date of such termination. (c) In the event of either a Change in Control or a Corporate Transaction that is not a license, and you have not terminated your Continuous Service prior to the effective date of the Options shall vest Change in Control or Corporate Transaction, then the vesting and become exercisable on each exercisability of your option will be accelerated in full upon the first three anniversaries effective date of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested Change in Control or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if:Corporate Transaction. (i) If any payment or benefit you would receive from the Participant’s Company or otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment terminates due taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to death or Permanent Disabilitythe Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, orthe reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (ii) Notwithstanding the Participant’s employment terminates foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within two years after the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (iii) Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of a Change in Control without Cause triggering the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for Good Reasonthe individual, entity or group effecting a Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. FurtherThe Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, providedtogether with detailed supporting documentation, in to you and the event Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. (iv) If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application paragraph of this Section 4(a1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall be aggregated and shall vest on promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first anniversary paragraph of this Section 1(c)) so that no portion of the Date remaining Payment is subject to the Excise Tax. For the avoidance of Grantdoubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. The Options (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become exercisable nonforfeitable as follows: one-third (1/3) of the Options last day of the Performance Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) In the event the Participant dies or terminates employment on account of Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and become exercisable on each (ii) the quotient of (A) the number of days beginning with the first day of the first three anniversaries Performance Period and ending on the date of the Date of Grant (each such one-third (1/3) of Participant’s death or the Options which vest on each such anniversary shall be referred to herein date the Participant’s employment is terminated as a “Tranche”result of Disability, as applicable, and (B) unless previously vested or forfeited the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Plan Performance Criteria shall vest) and the Participant’s, or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death estate’s or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, beneficiaries’ in the event of the Participant’s Retirementdeath, a separate pro-rata portion rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options such Restricted Stock Units would have otherwise become vested, provided however, that, for each Tranche, been issued pursuant to Section 5 hereof had the pro-rata portion that vests shall only become exercisable Participant not died or had his employment terminated on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirementaccount of Disability. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reasonforegoing, the Compensation Committee may, in its sole and absolute discretion, waive subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the application of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability. (c) In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any requirement of its Affiliates is terminated for vesting then remaining any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred (and permitbefore the Restricted Share Units otherwise have become vested under Section 3(a) or (b)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for a specified period the avoidance of time consistent doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the first sentence Performance Criteria shall vest) and the Participant’s rights to such vested amount of Section 4(b) hereof the exercise Restricted Share Units shall become nonforfeitable as of the Options date on which the Participant’s employment with or service to the Company is terminated. (d) Except as provided in Section 3(b) or (c) above or in any written agreement by and between the Company and the Participant, including, without limitation, any severance agreement or change in control agreement, if the Participant’s employment with the Company terminates for any reason prior to the satisfaction expiration of such requirement. Any fractional Options that would result from application of this Section 4(a) the Performance Period, all then-unvested Restricted Share Units shall be aggregated canceled immediately and shall vest on not be payable to the first anniversary of the Date of GrantParticipant.

Vesting. The Options Except as otherwise provided in this Section 2 or in the Plan or as approved by the Administrator, the RSUs shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; providedterms of these Terms and Conditions (including the Notice and the Plan), howeveras follows (the occurrence of each such event described in Section 2(a)-(d), that a “Vesting Event”): (a) all of the RSUs shall become vested on the earliest to occur of the vesting date set forth in the Notice (the “Vesting Date”), the Participant’s death and the Participant’s Disability, subject in each case to the extent then unvested, Participant’s continued employment with the Options shall immediately become vested and exercisable if:Company or its Affiliate through such date; (ib) upon the occurrence of a Change in Control, all then outstanding unvested RSUs shall be treated as provided in the Plan; (c) if the Participant’s employment terminates due in a Qualifying Termination prior to death or Permanent Disabilitythe Vesting Date, or then (i) a pro rata portion of the RSUs shall become vested based on the portion of the period between the Grant Date and the Vesting Date that has elapsed as of the date of such termination (the “Accelerated RSUs”) and (ii) the balance of the RSUs (the “Deferred RSUs”) shall remain outstanding and unvested and shall become vested on the Vesting Date provided the Participant (A) has not violated Section 13(b) through the Vesting Date and (B) has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Qualifying Termination and prior to the Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the Vesting Date. (d) if the Participant’s employment terminates within two years after in a Change 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 violated Section 13(b) through the Vesting Date and (ii) has provided annual certification of such ongoing compliance with Section 13(b) in Control without Cause writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Qualifying Retirement and prior to the Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the Vesting Date. 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 for Good Reason. FurtherCompany’s Affiliates, provided, but in the event case of employment with or service to an Affiliate, only during such time as such Affiliate is an affiliate of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (Company. Notwithstanding anything contained in these Terms and Conditions to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranchecontrary, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee mayAdministrator, in its sole discretion, waive may accelerate the vesting of any requirement RSUs, at such times and upon such terms and conditions as the Administrator shall determine, so long as the delivery of Shares for vesting then remaining and permit, for a specified period of time consistent with the first sentence of any RSUs subject to Section 4(b) hereof the exercise 409A of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantCode is permitted thereby.

Vesting. The Options Subject to the Optionee’s continued employment or other service relationship with the Company or its Subsidiaries through each applicable vesting date (except as otherwise provided in this Section 4), the Option shall vest become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable as follows: one-third according to the following provisions: (1/3a) Twenty percent (20%) of the Options Tranche A Option shall vest become a Vested Option and shall become exercisable on each of the first three five (5) anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementDate; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable ifthat: (i) the Participantentire Tranche A Option shall immediately become a Vested Option and shall become exercisable upon a Change in Control, and (ii) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause, (B) the Optionee’s death, serious illness or Disability or (C) any resignation by the Optionee for Good Reason, (1) the installment of the Tranche A Option scheduled to vest on the anniversary of the Grant Date next following such Termination of Relationship (if any) shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the number of Option Shares equal to 20% of the Tranche A Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the last anniversary of the Grant Date prior to the date of the Termination of Relationship or, if no such anniversary date has yet occurred, the Grant Date, and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control (notwithstanding the provisions of Section 4(a)(i)) and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. (b) The Tranche B Option shall become a Vested Option and shall become exercisable as follows: (i) Fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of at least one and three-quarters (1.75) as calculated by the Committee; and (ii) Up to fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of greater than one and three-quarters (1.75) and up to two and one-quarter (2.25), determined based on linear interpolation between such MOIC achievement levels as calculated by the Committee. If a Termination of Relationship occurs (x) prior to the occurrence of a Change in Control and (y) as a result of (A) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause, (B) the Optionee’s death, serious illness or Disability or (C) any resignation by the Optionee for Good Reason, the unvested portion of the Tranche B Option (if any) shall remain outstanding and eligible to become a Vested Option during the 90 day period following such Termination of Relationship upon achievement of the performance criteria set forth in Section 4(b) (after giving effect to Section 4(c)(i), if applicable) during such 90 day period, and any such portion that becomes a Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of Relationship occurred on the date of vesting; provided, that any portion of the Tranche B Option which remains unvested as of (I) the end of such 90 day period, or, (II) if earlier, after giving effect to the application of Section 4(c)(i) to the extent a Change in Control occurs and Apollo elects to give effect to Section 4(c)(i), shall be immediately forfeited; provided, further, that if a Change in Control occurs during such 90 day period and Apollo does not elect to give effect to Section 4(c)(i), any unvested portion of the Tranche B Option shall remain outstanding and the provisions of Section 4(b)(2) below (and not the provisions of Section 4(c)(ii)) will apply to such unvested portion of the Tranche B Option. If a Termination of Relationship occurs (a) following the occurrence of a Change in Control in which Apollo elected to give effect to Section 4(c)(ii) and (b) as a result of (x) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause, (y) the Optionee’s death, serious illness or Disability or (z) any resignation by the Optionee for Good Reason, then Apollo shall elect one of the following two alternatives: (1) The term Measurement Date shall be deemed amended to also mean the date of such Termination of Relationship, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such termination of any Non-Cash Consideration received by the Apollo Holders upon or prior to such Measurement Date (that has not previously become, or been treated as, Cash Consideration) shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Termination of Relationship, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(b)(1)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(1) shall remain outstanding pursuant to the provisions of Section 8(a); or (2) The unvested portion of the Tranche B Option (if any) as of the date of such Termination of Relationship shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date, in accordance with the performance criteria set forth in Section 4(b), until the tenth anniversary of the Grant Date or, if earlier, the date on which the Tranche B Option terminates due pursuant to death this Agreement or Permanent Disabilitythe Plan for any reason other than set forth in Section 8(a)(ii) or 8(a)(iii). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(2) shall automatically terminate without consideration and shall become null and void and be of no further force and effect upon the earliest of (A) the tenth anniversary of the Grant Date, (B) the date of the Termination of Relationship of the Optionee for Cause and (C) the 90th day following the date that the applicable unvested portion of the Tranche B Option becomes a Vested Option. (c) Upon the occurrence of a Change in Control with respect to which the Apollo Holders receive any Non-Cash Consideration in lieu of, or in addition to, Cash Consideration, Apollo shall elect one of the following two alternatives: (i) The term Measurement Date shall be deemed amended to also mean the date of such Change in Control, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such Change in Control of any such Non-Cash Consideration shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(c)(i)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(i) shall remain outstanding pursuant to the provisions of Section 8(a); or (ii) Any portion of the Participant’s employment terminates within two years after Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date in accordance with the performance criteria set forth in Section 4(b), until the Tranche B Option terminates pursuant to this Agreement or the Plan (including, without Cause limitation, in connection with a Termination of Relationship pursuant to Section 8(a)). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(ii) shall remain outstanding pursuant to the provisions of Section 8(a). (d) Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for Good Reason. Furtherany reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options Optionee (to the extent then whether vested or unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantforfeited.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures, resulting in the payment of 100% of the Date target award amount of Grant (each such one-third (1/3) this grant. All RSUs will be forfeited upon termination of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked retirement from the Date Company upon or after attaining age 62 and 5 Years of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. 2.1 The Options Award shall vest and become exercisable payable as follows: one-to one third (1/3) of the Options shall vest and become exercisable total Award Amount on each of the first three first, second and third anniversaries of the Grant Date of Grant (each a “Vesting Date”). On each Vesting Date, subject to Sections 2.2 through 2.4 below, Grantee shall be entitled to receive a number of Shares equal to the quotient obtained by dividing: (i) Thirty-Three Thousand Three Hundred Thirty-Three Dollars ($33,333) (the “Vesting Amount”) by (ii) the average daily closing sales price per Share on the New York Stock Exchange (or such one-third other exchange or source of quotation on which the Shares are listed or quoted if the Shares are not then traded on the New York Stock Exchange) (1/3the “Average Price”) for the twelve months preceding the applicable Vesting Date. 2.2 If (a) on or prior to the second anniversary of the Options which vest on each such anniversary shall be referred to herein Grant Date Grantee’s employment or service with the Company is terminated without Cause (as defined in the that certain Employment Agreement dated February 10, 2014 by and between Company and Grantee (the “Employment Agreement”)), or Grantee resigns for Good Reason (as defined in the Employment Agreement), or (b) Grantee’s employment or service with the Company is terminated as a “Tranche”) unless previously vested or forfeited in accordance with result of Grantee’s death, then the Plan or this Agreement; provided, however, that to unvested portion of the extent then unvested, the Options Award shall immediately become vested and exercisable if: Grantee shall be entitled to receive a number of Shares equal to the quotient obtained by dividing: (i) the Participant’s employment terminates due to death or Permanent Disability, or unpaid portion of the Award Amount by (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or Average Price for Good Reason. Further, provided, in the event twelve months preceding the date of such termination. 2.3 Upon the occurrence of any Corporate Event (as defined below) the unvested portion of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) Award shall immediately become vested, based, for each Tranche, on the vested and Grantee shall be entitled to receive a number of months worked from Shares equal to the Date of Grant until quotient obtained by dividing: (i) the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata unpaid portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options Award Amount by (ii) the Average Price for the twelve months preceding the day immediately prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary effectiveness of the Date Corporate Event. For purposes hereof, the term “Corporate Event” means the occurrence of Grantany of the following events: (A) the sale, liquidation or other disposition of all or substantially all of the Company’s assets, other than to a related person (as described in Treas. Reg. 1.409A‑3(i)(5)(vii)(B)); (B) a merger or consolidation of the Company with one or more corporations as a result of which, immediately following such merger or consolidation, the shareholders of the Company as a group hold less than a majority of the outstanding capital stock of the surviving corporation; or (C) any person or entity, including any “person” as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), becomes the “beneficial owner”, as defined in the Exchange Act, of shares of the Company’s common stock representing fifty percent (50%) or more of the combined voting power of the voting securities of the Company.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of Unless the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have Committee otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, determines in its sole discretion, waive any requirement subject to earlier vesting in accordance with Section 6 of this Agreement or Section 11.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date): a) 33.34% vests on March 15, 202_ b) 33.33% vests on March 15, 202_ c) 33.33% vests on March 15, 202_ Please refer to the website of the Third Party Administrator, which maintains the database for vesting then remaining the Plan and permitprovides related services, for a specified period the specific Vesting Dates related to the Restricted Share Units (click on the specific Grant Name or Grant ID in the Portfolio/Account Summary View). On each Vesting Date, and upon the satisfaction of time consistent any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Share Units related thereto shall have become vested in accordance with this Agreement. If the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the first sentence of Section 4(b) hereof Company or any Subsidiary as determined by the exercise Company’s Chief Legal Officer due to an alleged violation of the Options Company’s Code of Business Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the Chief Legal Officer or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the satisfaction of such requirement. Any fractional Options that would result from application Recovery Date, the Grantee dies, is disabled or is terminated without Cause or terminates for Good Reason, then the provisions of this Section 4(a5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) shall or is terminated for cause prior to the Recovery Date then the unvested Restricted Share Units will be aggregated and shall vest on terminated without any further vesting after the first anniversary date of the Date of GrantSuspension Event, unless otherwise agreed by the Company.

Vesting. The Options shall vest and become exercisable Except as follows: one-third (1/3) otherwise provided herein, provided that the Grantee has not incurred a Termination as of the Options shall applicable vesting date, the RSUs will vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan following schedule: [Vesting Date] [Number of RSUs] [Vesting Date] [Number of RSUs] [Vesting Date] [Number of RSUs] (a) The foregoing vesting schedule notwithstanding, except as provided in Section 3(b) or this Agreement; provided(c), howeverupon the Grantee’s Termination for any reason at any time before all of the RSUs have vested, that the Grantee’s unvested RSUs shall be automatically forfeited upon such Termination and the Company shall not have any further obligations to the extent then unvestedGrantee under this Award Agreement. (b) In the case of the Grantee’s death or Disability, for purposes of determining vesting under this Section 3, the Options shall immediately become vested and exercisable if: (i) the ParticipantGrantee’s employment terminates due will be deemed to death have been terminated on the next scheduled anniversary date of the Grant Date for the purposes of vesting, and that period will count towards the applicable vesting schedule. For purposes of this Section 3(b), “Disability” has the same meaning as such term is defined in the Company’s long-term disability insurance policies which now or Permanent Disability, hereafter cover the permanent disability of the Grantee or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event absence of such policies, means the inability of the Participant’s RetirementGrantee to work in a customary day-to-day capacity for six (6) consecutive months or for six (6) months within a twelve (12) month period, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided as determined by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantBoard.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, that to the extent then unvested, in the event of the Participant’s Retirement, a separate pro-rata portion of each Retirement on or after the first anniversary of the three Tranches Date of Grant, Options (to the extent then unvested) not previously vested shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests vested but shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a). If the Participant’s Retirement occurs prior to the first anniversary of the Date of Grant, the Options shall become immediately vested on a pro-rata basis based on the number of calendar days the Participant has been employed by the Company during the period beginning on the Date of Grant and ending on the first anniversary of the Date of Grant (with the remainder of the Options forfeited) absent but the vested Options shall only become exercisable on the date each Tranche would have otherwise become vested under the schedule described above in this Section 4(a); provided, however, that only one-third of the total Options that became vested by reason of the Retirement of the Participant prior to the first anniversary of the date of Grant shall become exercisable on each such Retirementdate. 5/2014 Sr. Executive Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.

Vesting. The Options (a) This Option shall vest, meaning that the Participant shall earn the right to exercise the Shares, only as set forth in this Section 2; provided that the right to exercise shall be further governed by Section 3 below. Subject to the Participant’s continued employment with the Company, the Option shall vest and become exercisable as follows: with respect to one-third (1/3) of the Options Shares initially covered by the Option on each November 1 of 2005, 2006 and 2007, so that assuming such continued employment the Participant will be fully vested in and able to exercise the Option as to all the Shares on November 1, 2007 (the “Fully Vested Date”). At any time, the portion of the Option that has become vested and exercisable as described above (or pursuant to Section 2(b) or 2(c) below) is hereinafter referred to as the “Vested Portion.” (b) If prior to the Fully Vested Date, the Participant’s employment with the Company is terminated by the Company without Cause (as defined in Section 3) or by the Participant for Good Reason (as defined in Section 3), the Option (i) shall vest and become exercisable on each with respect to the portion of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, Option that to the extent then unvested, the Options shall immediately otherwise would have become vested and exercisable if:within the 12 months immediately succeeding such termination of employment, and (ii) to the extent not then vested, shall be canceled by the Company without consideration and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a); provided however that if a termination under the circumstances set forth above occurs on a vesting date, the Participant shall vest in the number of Shares that vest and become exercisable on that vesting date and he shall not be entitled to vest in or become able to exercise any additional Shares. (c) If the Participant’s employment with the Company is terminated by reason of the Participant’s death or Disability (as defined in Section 3), the Option shall, to the extent not then vested and exercisable, become fully vested and exercisable, and such Vested Portion shall remain outstanding for the period set forth in Section 3(a). (d) If the Participant’s employment with the Company is terminated for any reason not described in Sections 2(b) or 2(c), the Option shall, to the extent not then vested and exercisable, be canceled by the Company without consideration and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (e) Notwithstanding any other provisions of this Agreement to the contrary, in the event that the Participant’s employment is terminated by the Company and its Subsidiaries without Cause or by the Participant for Good Reason during the six-month period immediately following a Change of Control (as defined below), the Option shall, to the extent not then vested and not previously canceled, immediately become fully vested and exercisable. For purposes of this Agreement, “Change of Control” shall mean the occurrence of any of the following: (i) the Participant’s employment terminates due sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the assets of the Company to death any “person” or Permanent Disability“group” (as such terms are used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act (as defined in the Plan)) other than the Permitted Holders (as defined below), or (ii) any person or group, other than the Participant’s employment terminates within two years Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 60% of the total voting power of the voting stock of the Company, including by way of merger, consolidation or otherwise, (iii) the consummation of any transaction or series of transactions pursuant to which the Company is merged or consolidated with any other company, other than a Change in Control without Cause or for Good Reason. Further, provided, transaction which would result in the event shareholders of the Participant’s Retirement, a separate pro-rata portion of each Company (and their Affiliates (as defined in the Plan)) immediately prior thereto continuing to own (either by remaining outstanding or by being converted into voting securities of the three Tranches surviving entity) more than 50% of Options the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such transaction or (iv) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board (as defined in the Plan) (together with any new directors whose election by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company, then still in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the extent Board, then unvested) in office. “Permitted Holders” shall immediately become vestedmean, based, for each Tranche, on the number as of months worked from the Date of Grant until the date of Retirement divided by the total number determination, any and all of months for which that particular Tranche (i) Hitachi, Ltd. and any of Options would have otherwise become vestedits Affiliates, provided however(ii) Clarity Partners, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination L.P. and any of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.Affiliates

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures, resulting in the payment of 100% of the Date target award amount of Grant (each such one-third (1/3) this grant. All RSUs will be forfeited upon termination of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked retirement from the Date Company upon or after attaining age 62 and 10 Years of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Options (a) All Phantom Units shall vest on April 1, 2011; provided, however, that, except as otherwise set forth in this Section 2, the Executive is continuously in Employment or Board Service at all times between April 1, 2008 and April 1, 2011 (inclusive). (b) Upon death or Disability during Employment or Board Service, involuntary termination without Cause, or Retirement, the Executive shall become exercisable as follows: one-third (1/3) vested in a reduced number of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options Phantom Units, which vest on each such anniversary shall be referred to herein as calculated by multiplying the number of Phantom Units awarded under this Award Agreement by a “Tranche”) unless previously vested or forfeited in accordance with fraction, the Plan or this Agreementnumerator of which is the number of calendar days that have elapsed from the Grant Date through the date of such event and the denominator of which is 1095; provided, however, that to if the extent then unvested, the Options shall Executive dies or becomes Disabled while engaged in Board Service that commenced immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s following Retirement, a separate pro-rata portion then the numerator of each of the three Tranches of Options (to the extent then unvested) such fraction shall immediately become vested, based, for each Tranche, on be increased by the number of months worked calendar days that have elapsed from the Date date immediately after Retirement to the date that he ceases to perform Board Service as a result of Grant until death or Disability. Any Phantom Units in excess of such number shall remain unvested and shall be forfeited as of the date of Retirement divided by such event. (c) Notwithstanding any provision in this Award Agreement to the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranchecontrary, the pro-rata portion that vests Executive shall only become exercisable on fully vested in all outstanding Phantom Units granted under this Award Agreement upon the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(aoccurrence of a Change of Control or an IPO of NAG. (d) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof Upon the exercise of a put option with regard to all or some of the Options prior Units that the Participant has obtained as set forth in the Equity Purchase Agreement, the Participant shall forfeit an equivalent number of any unvested Phantom Units. (e) No vesting requirements shall apply to the satisfaction of such requirement. Any fractional Options that would result from application any dividend equivalents payable in accordance with Section 3(c) of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantAward Agreement.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures, resulting in the payment of 100% of the Date target award amount of Grant (each such one-third (1/3) this grant. All RSUs will be forfeited upon termination of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked retirement from the Date Company upon or after attaining age 62 and 5 Years of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then-completed year in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures for such year(s), resulting in the payment of 100% of the Date of Grant (each such one-third (1/3) half of the Options which vest on each total target RSU award amount of this grant relating to such anniversary shall year(s). All RSUs will be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance upon termination of the Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked retirement from the Date Company upon or after attaining age 62 and 5 Years of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures, resulting in the payment of 100% of the Date target award amount of Grant (each such one-third (1/3) this grant. All RSUs will be forfeited upon termination of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked retirement from the Date Company upon or after attaining age 62 and 10 Years of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Options (a) Subject to the Participant's continued service as an Employee of the Company, the RSUs shall vest and become exercisable as follows: non-forfeitable with respect to one-third (1/3) of the Options RSUs initially granted hereunder on each of (i) the first anniversary of the Grant Date, (ii) the second anniversary of the Grant Date, and (iii) the third anniversary of the Grant Date. (b) Once vested, the RSUs shall be paid to Participant in Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date. (c) Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, such fractional Shares shall not be deemed vested hereunder but shall instead only vest and become exercisable on each non-forfeitable when such fractional Shares aggregate whole Shares. (d) If the Participant's service as an Employee of the first three anniversaries Company is terminated for any reason other than due to the Participant's death or Disability, or due to Participant's Retirement (as defined below), the RSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (e) In the event that Participant's employment is terminated by reason of death, Disability or Retirement of the Participant within the first year following the Grant Date of Grant (each such one-third (1/3) this Agreement, Participant shall be entitled to vest in the RSUs that would have otherwise vested had service continued through the first anniversary of the Options which Grant Date, with such RSUs vesting on that date. All RSUs that do not vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to preceding sentence shall be forfeited and cancelled automatically at the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event time of the Participant’s 's death, Disability or Retirement. In the event that Participant's employment is terminated by reason of death, a separate pro-rata portion Disability or Retirement after the first year following the Grant Date of each of the three Tranches of Options (this Agreement, Participant shall be entitled to the extent then unvested) shall immediately become vested, based, for each Tranche, vest in all remaining unvested RSUs on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options same dates they would have otherwise become vestedvested had Participant's employment continued through such dates. (f) For purposes of this Agreement, provided however, that, for each Tranche, the pro-rata portion that vests "Retirement" shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a mean Participant’s 's termination of employment for any reasonreason (other than for Misconduct as defined in Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of continuous service as an employee of the Company or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the foregoing, if the Compensation Committee mayCompany determines, in its sole discretion, waive that Participant has violated any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior Obligations in Appendix A to this Agreement, the satisfaction of such requirement. Any fractional Options Participant shall not be deemed to be eligible for Retirement and all RSUs that would result from application of this Section 4(a) have not been settled shall be aggregated and shall vest on the first anniversary forfeited effective as of the Date of Grantdate that the violation first occurred.

Vesting. (i) The Options Restricted Stock granted pursuant to Section 1 above shall vest and become exercisable as follows: one-third cease to be Restricted Stock (1/3but shall remain subject to Section 5 of this Agreement) of the Options shall vest and become exercisable in equal annual installments on each of the first three third, fourth and fifth anniversaries of the Grant Date of Grant (each such i.e., one-third (1/3) per year), provided that the Participant has not incurred a Termination of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that Employment prior to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, orapplicable vesting date. (ii) There shall be no proportionate or partial vesting in the Participant’s employment terminates within two years after periods prior to the vesting date and all vesting shall occur only on the vesting date; provided that no Termination of Employment has occurred prior to such date. (iii) In the event of a Change in Control Termination of Employment without Cause or for Good Reason. Further, provided, Reason (as defined in the event of the Participant’s Retirementemployment agreement with the Company), a separate proor due to non-rata portion renewal by the Company of each such employment agreement, or upon the Participant’s death or Disability (or term or concept of like import, as defined in the Participant’s employment agreement with the Company) (each, an “Acceleration Event”) prior to the fourth anniversary of the three Tranches date of Options grant, then any remaining unvested Shares of Restricted Stock that would have vested if the Participant’s employment had continued for an additional twelve (12) months shall become vested on the date of such Acceleration Event and cease to be Restricted Stock (but shall remain subject to Section 5 of the extent then unvestedAgreement). The Shares of Restricted Stock will become fully vested on a Change in Control. (iv) shall immediately When any Shares of Restricted Stock become vested, basedthe Company shall promptly issue and deliver, for each Trancheunless the Company is using book entry, on to the number of months worked from Participant a new stock certificate registered in the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise name of the Options prior Participant for such Shares without the legend set forth in Section 4 hereof and deliver to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantParticipant any related other RS Property, subject to applicable withholding.

Vesting. The Options No portion of this Option shall vest prior to the dates indicated below. Subject to Section 4 hereof, on or after the date of grant and become exercisable as followsthe following dates this Option may be exercised up to the indicated percentage of shares covered by this Option: one-Percentage of Each Priced Option Initially Cumulative Percentage Date Exercisable Exercisable ------------------------------------------------------------------------------------------------- Effective Date 25% 25% First Anniversary of Effective Date 25% 50% Second Anniversary of Effective Date 25% 75% Third Anniversary of Effective Date 25% 100% Subject to earlier termination under Section 4 hereof, at any time after the third (1/3) anniversary of the Options shall vest and become exercisable on each Effective Date, but no later than the Expiration Date, Optionee may purchase all or any part of the first three anniversaries shares subject to this Option which Optionee theretofore failed to purchase. The grant of 300,000 of the Date 400,000 options (including 100,000 options exercisable at $18) which are the subject of Grant (each such one-third (1/3) this option are expressly subject to the approval by the stockholders of the Options Company of such grant and, accordingly, none of the options vesting after the Effective Date may be exercised unless and until such approval has been obtained. In each case the number of shares which vest on each such anniversary may be purchased shall be referred calculated to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; providednearest full share. Notwithstanding the foregoing, the options granted hereby shall become fully exercisable prior to the scheduled dates above (subject, however, that to the extent then unvested, provisions of the Options shall immediately become vested and exercisable if: paragraph relating to stockholder approval) if Executive's employment with the Company pursuant to the terms of his employment agreement with the Company of even date herewith (ithe "Employment Agreement") is terminated prior to the Participant’s employment terminates expiration of the term by the Company without cause or by Executive for good reason (as defined in the Employment Agreement) or due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change of Control (as defined in Control without Cause or for Good Reasonthe Employment Agreement). Further, provided, in the event if Executive has not been offered appointment as chief executive officer of the Participant’s RetirementCompany by December 31, 1999, and as a separate pro-rata portion of each of result terminates his employment on or before March 31, 2000, then the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for options which that particular Tranche of Options would have otherwise become vestedvested on January 1, provided however, that, for each Tranche, the pro-rata portion that vests 2001 shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent concurrently with such Retirementtermination. Notwithstanding the foregoing sentences, The payments that Executive shall be entitled to receive upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to options covered hereby and under his Employment Agreement shall in all events be limited by the satisfaction provisions of Section 280G of the Internal Revenue Code ("Code") and the regulations thereunder (or their then equivalents) and no payment shall be made (and no option vesting accelerated) that would have the result of limiting the deductibility of such requirement. Any fractional Options payments by the Company that would result from application in the imposition of this an excise tax under Section 4(a) shall be aggregated and shall vest on the first anniversary 4999 of the Date of GrantCode.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3A) On the last day of the Options Measurement Period, the PRSU Shares stated on the Acceptance Page shall vest be adjusted pursuant to the Specific Performance Goals as set forth on Exhibit A attached hereto, and after the adjustment, become exercisable on each the total number of the first three anniversaries of Vested Shares that will be used to settle the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementPRSUs under section 1(d); provided, however, that (x) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated before the Vesting Start Date for any reason, (y) if the Recipient retires, dies or becomes Disabled before the last day of the Measurement Period, or (z) if a Sale Event4 takes place prior to the extent then unvestedVesting Start Date and the surviving or acquiring entity or the new entity resulting from the Sale Event refuses to assume or continue the PRSUs or to substitute a similar equity award, the Options PRSUs shall be forfeited in their entirety and no distribution or payment of any amount under such PRSUs shall ever be made to the Recipient. For clarity, any PRSUs, assumed, continued or substituted following the Sale Event (that takes place prior to the Vesting Start Date) will be subject to section 2(B) below. (B) Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, following the Measurement Period, the PRSUs shall vest (that is, the Restricted Period with respect thereto shall terminate) pursuant to the Vesting Schedule; provided, however, that the Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately become vested following the Specified Employee Identification Date (i.e., from February 1st to the following January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and exercisable if: has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $180,000 for 2019). 4 A “Sale Event” shall mean (i) the Participant’s employment terminates due sale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to death one or Permanent Disabilitymore unrelated persons or entities, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause Control, or (iii) the sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the outstanding Common Stock are converted into or exchanged for Good Reason. Furthersecurities of the successor entity) where the stockholders of the Company, providedimmediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in the event aggregate more than 50 percent of the Participant’s Retirement, a separate pro-rata portion of each voting shares of the three Tranches acquirer or surviving entity (or its ultimate parent corporation, if any). For the purpose of Options sub-section (to the extent then unvestediii) shall immediately become vestedof this definition, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise voting shares of the Options acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Company in exchange for Common Stock shall be counted, and any voting shares of the acquirer or surviving entity (or its ultimate parent, if any) already owned by stockholders of the Company prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) transaction shall be aggregated and shall vest on the first anniversary of the Date of Grantdisregarded. 3 | P a g e 01435\040\8330619.

Vesting. The Options shall vest and become exercisable If the Participant’s Date of Termination has not occurred as follows: one-third (1/3) of the Options vesting dates specified below (the “Vesting Dates”), then, the Participant shall vest and become exercisable on each be entitled, subject to the applicable provisions of the first three anniversaries Plan and this Agreement having been satisfied, to receive on or within a reasonable time after the applicable Vesting Dates, on accumulative basis, the number of shares of Stock as described in the following schedule. Once vested pursuant to the terms of this Agreement, the Restricted Stock shall be deemed “Vested Stock”. Vesting Dates Shares Vesting The Participant shall forfeit the unvested portion of the Award (including the underlying Restricted Stock and “Accrued Dividends,” as such term is hereinafter defined) upon the occurrence of the Participant’s Date of Grant Termination unless the Award becomes vested under the circumstances described in paragraphs (each such one-third i), (1/3ii) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”or (iii) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if:below. (i) The Award shall become fully vested upon the occurrence of a Change of Control Event which occurs prior to the Participant’s employment terminates due to death or Permanent Disability, orDate of Termination. (ii) The Award shall become fully vested upon the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in Date of Termination if the event Participant’s Date of Termination occurs by reason of the Participant’s Retirementdeath. In the sole discretion of the Committee, the Award may become vested upon the Participant’s Date of Termination with respect to all or a separate pro-rata portion of each of the three Tranches of Options (shares as to which the extent then unvested) shall Award was not vested immediately become vestedprior to such termination, based, for each Tranche, on the number of months worked from if the Date of Grant until Termination occurs by reason of the date of Retirement divided Participant’s Disability or occurs under other special circumstances (as determined by the total number of months for which that particular Tranche of Options would have otherwise Committee). (iii) The Award shall become vested, provided however, that, for each Tranche, fully vested upon the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination Date of employment for any reason, Termination if the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period Participant’s Date of time consistent with the first sentence of Section 4(b) hereof the exercise Termination occurs by reason of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantParticipant’s Mandatory Retirement.

Vesting. The Options Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, the PSUs shall vest vest, and become exercisable as follows: one-third (1/3) the Restricted Period with respect to the PSUs shall terminate, immediately following the last day of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementVesting Period; provided, however, that the PSUs shall vest during the Vesting Period on the date, (a) immediately preceding the effective date of the Recipient’s Retirement as determined by the Committee in relation to the extent then unvestedPSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years Recipient retires after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, basedreaching age 56, for each Trancheyear after age 55, on the number of months Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B) For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked from for the Date of Grant until Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the Vested Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the Vested Shares.), (b) immediately preceding the Recipient’s death or the effective date of Retirement divided the Recipient’s Disability, and (c) the effective date of the termination of the Recipient’s employment or engagement with the Company or any Subsidiary by the total number of months Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor) without Cause, “Cause” means, in addition to any cause for which that particular Tranche of Options would have otherwise become vested, termination as provided however, that, for each Tranchein any other applicable written agreement between the Company, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.applicable

Vesting. The Options Except as otherwise provided in this Agreement, the Performance Units granted hereunder shall vest and become exercisable as follows: vest, subject to Section 4, over a period of three years in equal, one-third increments (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that if such increments would otherwise result in a fractional Performance Unit with respect to the extent then unvestedapplicable Annual Tranche, such fractional Performance Unit shall be rounded to the Options shall immediately become vested nearest whole number) (each increment, an “Annual Tranche” and exercisable if: (i) specifically, with respect to the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or applicable Performance Period for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches 2017, 2018 and 2019 calendar years, the “Year 1 Annual Tranche,” the “Year 2 Annual Tranche,” and the “Year 3 Annual Tranche,” respectively). Except as otherwise provided in this Agreement, the applicable portion, if any, of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Year 1 Annual Tranche, the pro-rata portion that vests shall only become exercisable on Year 2 Annual Tranche and the date each such Year 3 Annual Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary respective dates that the Committee certifies the attainment of the Performance Goals applicable to this Award (“Performance Measures”) for the applicable Performance Period in accordance with Section 4 following completion of the applicable Performance Period (each of these three vesting dates is referred to as a “Normal Vesting Date”). In no event shall the Normal Vesting Date for a Performance Period be later than March 15th of Grantthe calendar year following the calendar year in which the applicable Performance Period ends. In no event shall any Performance Units granted hereunder that form part of a particular Annual Tranche be eligible to vest following the Normal Vesting Date applicable to such Annual Tranche. Any Performance Units granted hereunder that form part of a particular Annual Tranche and that do not vest as of the Normal Vesting Date applicable to such Annual Tranche shall be automatically and immediately forfeited for no consideration. In no event shall a number of Performance Units greater than 200% of the number set forth in Section 1 vest under any circumstances.

Vesting. The Options During such period as ▇▇▇▇▇▇▇ remains employed by Maxim, his Maxim stock options and shares of restricted Maxim stock shall remain outstanding and shall vest at a rate equal to a percentage of their former vesting rate, which percentage shall be determined by dividing by 65 the number of days worked by ▇▇▇▇▇▇▇ in the relevant quarter. With respect to the stock options and become exercisable as follows: onerestricted stock that did not vest but would have vested had ▇▇▇▇▇▇▇ remained employed full-third time, they will not be cancelled, but will remain outstanding (1/3) of respectively, “remaining non-qualified stock options” and “remaining restricted stock units”). The vesting schedule for the Options shall remaining non-qualified stock options will be revised so that each will be scheduled to vest and become exercisable on each in the equivalent fiscal quarter of the first three anniversaries fiscal year in which ▇▇▇▇▇▇▇ has no non-qualified stock options scheduled to vest and will vest according to the percentage calculation set forth above (i.e., if fiscal year 2011 is the first fiscal year in which ▇▇▇▇▇▇▇ has no options scheduled to vest, non-qualified stock options remaining after a vesting calculation performed in Q3 ‘07 will be rescheduled to vest in Q3 ‘11; options remaining after a vesting calculation performed in Q4 ‘07 will be rescheduled to vest in Q4 ‘11, and so forth). Similarly, the vesting schedule for the remaining restricted stock units will be revised so that each will be scheduled to vest in the equivalent fiscal quarter of the Date of Grant (each such one-third (1/3) of the Options first fiscal year in which ▇▇▇▇▇▇▇ has no restricted stock units scheduled to vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that and will vest according to the extent then unvestedpercentage calculation set forth above. Each year, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application anniversary of this Section 4(aMOU, Maxim’s Board of Directors will meet to evaluate ▇▇▇▇▇▇▇’▇ relative contribution to the success of Maxim during the preceding year and will grant to ▇▇▇▇▇▇▇ such new options as it deems appropriate. Should Maxim terminate ▇▇▇▇▇▇▇’▇ part-time employment without “cause” (as defined above) or should ▇▇▇▇▇▇▇ resign for “good reason” (as defined above), all of ▇▇▇▇▇▇▇’▇ then-outstanding stock options and restricted stock units shall be aggregated immediately and shall vest on the first anniversary of the Date of Grantfully vest.

Vesting. The Options shall vest and become exercisable Except as follows: one-third (1/3) of otherwise provided in this Section 2 or in the Plan or as approved by the Administrator, the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; providedterms of these Terms and Conditions (including the Notice and the Plan), howeveras follows (the occurrence of each such event described in Section 2(a)-(d), that to the extent then unvested, a “Vesting Event”): (a) the Options shall immediately become vested and exercisable if: on the earliest to occur of the (i) vesting dates set forth in the Participant’s employment terminates due to death or Permanent DisabilityNotice (each, or a “Vesting Date”), (ii) the Participant’s death and (iii) the Participant’s Disability, subject in each case to the Participant’s continued employment terminates within two years after with the Company or its Affiliate through such date; (b) upon the occurrence of a Change in Control without Cause or for Good Reason. FurtherControl, provided, all then outstanding unvested Options shall be treated as provided in the event of Plan; (c) if the Participant’s Retirementemployment terminates in a Special Termination prior to the Vesting Date, then (i) a separate pro-pro rata portion of each the Options shall become vested as of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by such termination based on the total number portion of months for which the vesting period that particular Tranche has elapsed as of such date and (ii) the balance of the Options would have otherwise shall remain outstanding and unvested and shall become vestedvested on the applicable Vesting Date provided (A) the Participant has not violated Section 13(b) through the Vesting Date and (B) the Participant has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Special Termination and prior to the Vesting Date, provided howeverand a final certification to such effect prior to (but no more than 90 days prior to) the Vesting Date; provided, that, for each Trancheif such termination occurs within one year following a Change in Control, the pro-rata portion that vests Options shall only immediately vest in full upon such termination; and (d) if the Participant’s employment terminates in a Qualifying Retirement (as defined below) prior to the Vesting Date, the Options shall become exercisable vested on the date Vesting Dates set forth in the Notice provided (i) the Participant has not violated Section 13(b) through the 1005920041v8 applicable Vesting Date and (ii) the Participant has provided annual certification of such ongoing compliance with Section 13(b) in writing to the Company on each anniversary of the Grant Date (if any) that occurs following such Tranche would have otherwise become vested under Qualifying Retirement and prior to the schedule described above applicable Vesting Date, and a final certification to such effect prior to (but no more than 90 days prior to) the applicable Vesting Date. (e) 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 this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination case of employment for any reasonwith or service to an Affiliate, only during such time as such Affiliate is an affiliate of the Company. (f) Notwithstanding anything contained in these Terms and Conditions to the contrary, the Compensation Committee mayAdministrator, in its sole discretion, waive may accelerate the vesting of any requirement for vesting then remaining Options, at such times and permit, for a specified period of time consistent with upon such terms and conditions as the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) Administrator shall be aggregated and shall vest on the first anniversary of the Date of Grantdetermine.

Vesting. The Options (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become exercisable nonforfeitable as follows: one-third (1/3) of the Options last day of the Performance Period, subject to Section 3(e) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and become exercisable on each (ii) the quotient of (A) the number of days beginning with the first day of the first three anniversaries Performance Period and ending on the date of the Date of Grant (each such one-third (1/3) of Participant’s death or the Options which vest on each such anniversary shall be referred to herein date the Participant’s employment is terminated as a “Tranche”result of Disability, as applicable, and (B) unless previously vested or forfeited the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Plan Performance Criteria shall vest) and the Participant’s, or this Agreement; providedthe Participant’s estate’s or beneficiaries’ in the event of Participant’s death, howeverrights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or had his employment terminated on account of Disability. Notwithstanding the foregoing, that the Committee may, in its sole and absolute discretion, subject to the extent then unvestedrequirements of Section 409A of the Code, approve the Options shall immediately become vested and exercisable if: (ivesting of more of the Restricted Share Units than would otherwise vest based on the application of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment terminates due to death or Permanent on account of Disability, or. (iic) In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment terminates with or service to the Company or any of its Affiliates is terminated by the Company without Cause (as defined in the Plan) or if the Participant resigns for Good Reason (as defined in the Plan), in each case within two years twelve months after a Change in Control without Cause has occurred, (and before the Restricted Share Units otherwise have become vested under Section 3(a), (b) or (d)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for Good Reason. Furtherthe avoidance of doubt, provided, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s rights to such vested amount of Restricted Share Units shall become nonforfeitable as of the date on which the Participant’s employment with or service to the Company is terminated. (d) In the event of the Participant’s Retirement, termination of employment on account of a separate pro-rata portion of each Retirement before the end of the three Tranches of Options (Performance Period, unless different treatment is specified in an employment agreement between the Participant and the Company, the Participant shall continue to the extent then unvested) shall immediately become vested, based, for each Tranche, on vest in the number of months worked from Restricted Stock Units awarded under this Agreement in accordance with Section 3(a) without regard to any continuous employment requirements. For purposes of the Date of Grant until Agreement, “Retirement” shall be defined as the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s voluntary termination of employment for any reason, on or after the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining date the Participant has attained fifty-nine (59) years of age and permit, for a specified period has provided ten (10) years of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior service to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantCompany.

Vesting. The Options Subject to the provisions contained herein, your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service. Notwithstanding the foregoing, the following provisions shall vest apply: (a) In the event your Continuous Service is terminated due to your Disability, then the vesting and become exercisable exercisability of your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as follows: oneis determined by the Board) after the date of such termination. (b) In the event your Continuous Service is terminated due to your death or in the event that you die within 3 months following the termination of your service for any reason other than Cause, then the vesting and exercisability of your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-third six (1/336) months (or such lesser period of time as is determined by the Board) after the date of such termination. (c) In the event of either a Change in Control or a Corporate Transaction that is not a license, and you have not terminated your Continuous Service prior to the effective date of the Options shall vest Change in Control or Corporate Transaction, then the vesting and become exercisable on each exercisability of your option will be accelerated in full upon the first three anniversaries effective date of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested Change in Control or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if:Corporate Transaction. (i) If any payment or benefit you would receive from the Participant’s Company or otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into 1. account all applicable federal, state and local employment terminates due taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to death or Permanent Disabilitythe Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, orthe reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (ii) Notwithstanding the Participant’s employment terminates foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within two years after the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (iii) Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of a Change in Control without Cause triggering the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for Good Reasonthe individual, entity or group effecting a Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. FurtherThe Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, providedtogether with detailed supporting documentation, in to you and the event Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. (iv) If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application paragraph of this Section 4(a1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall be aggregated and shall vest on promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first anniversary paragraph of this Section 1(c)) so that no portion of the Date remaining Payment is subject to the Excise Tax. For the avoidance of Grantdoubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. The Options Subject to the provisions of Sections 3(b) through 3(e) hereof, this Option shall vest and become exercisable as follows: one-third (1/3) , subject to the Participant’s continued service with the Company or its Subsidiaries as of the Options date on which the applicable stock price thresholds stated below are achieved (determined in accordance with the “Stock Price Measurement Standard” (as defined below)): (i) 50% of the Option Shares shall vest and become exercisable on each upon the Common Stock achieving a stock price threshold of $[insert Tranche One threshold stock price as determined by the Compensation and Benefits Committee] per share (“Tranche One”), and (ii) the remaining 50% of the first three anniversaries Option Shares shall vest and become exercisable upon the Common Stock achieving a stock price threshold of $[insert Tranche Two threshold stock price as determined by the Compensation and Benefits Committee] per share (“Tranche Two”). For purposes hereof, achievement of the Date of Grant (each such one-third (1/3) applicable stock price thresholds will be measured based on the average of the Options which vest per share closing prices of the Common Stock for any thirty (30) consecutive trading days; provided that such average must be in respect of a thirty (30) consecutive trading day period commencing on each such or after the six (6)-month anniversary of the Grant Date specified above (the “Stock Price Measurement Standard”). For the avoidance of doubt, in no event shall any portion of this Option become vested or exercisable prior to the six (6)-month anniversary of the Grant Date specified above, except as provided in Sections 3(c) and 3(d) hereof. In addition, there shall be referred no proportionate or partial vesting in the periods prior to herein the applicable stock price thresholds being achieved as a “Tranche”) unless previously vested or forfeited provided above, and all vesting shall occur only at such time as the applicable stock price thresholds have been achieved in accordance with the Plan or this Agreement; providedforegoing, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (iexcept as provided in Sections 3(b) the Participant’s employment terminates due to death or Permanent Disability, or (iithrough 3(d) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reasonhereof. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application Upon expiration of this Section 4(a) Option, this Option shall be aggregated cancelled and shall vest on the first anniversary of the Date of Grantno longer exercisable.

Vesting. The Options Subject to Sections 5 and 6 below, and pursuant to the terms of this Agreement and the Plan (and as summarized on Exhibit A attached hereto), the Restricted Shares shall be eligible to vest and become exercisable no longer be subject to Restrictions as follows: one-third (1/3) of the Options shall vest and become exercisable Vesting Date to the extent that the MSCI Index Relative Performance goals set forth on each of Exhibit A attached hereto are satisfied for the first three anniversaries of the Date of Grant Performance Period (each such one-third (1/3) term as defined below), subject to the Awardee being an employee of the Options which vest on each Company or an Affiliate thereof through the Vesting Date. As soon as reasonably practicable following the end of the Performance Period (but in no event later than thirty (30) days after the end of the Performance Period), the Committee shall determine (such anniversary shall be referred to herein as a date of determination by the Committee, the “TrancheVesting Date”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvestedCompany TSR Percentage, the Options shall immediately MSCI Index TSR Percentage, the MSCI Index Relative Performance, the Vesting Percentage and the number of Restricted Shares subject hereto that have become vested and exercisable if: no longer subject to Restrictions as of the Vesting Date (i) with any fractional Restricted Share rounded as determined by the Participant’s employment terminates due Company). Any Restricted Shares subject hereto that have not become vested and no longer subject to death Restrictions as of the Vesting Date for any reason shall immediately be forfeited as of such date without consideration therefor, and the Awardee shall have no further right or Permanent Disability, or (ii) interest in or with respect to such Restricted Shares. Notwithstanding the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, providedforegoing, in the event that a Change of Control occurs prior to the end of the Participant’s RetirementPerformance Period and the Awardee remains in continued employment with the Company or an Affiliate thereof until at least immediately prior to the Change of Control, a separate pro-rata portion number of each of the three Tranches of Options (Restricted Shares equal to the extent then unvestedproduct of (x) shall immediately become vested, based, for each Tranche, on the number of months worked from then-outstanding Restricted Shares multiplied by (y) the Date Vesting Percentage calculated assuming that the MSCI Index Relative Performance for the Performance Period is attained at Target Level (as set forth on Exhibit A) (with any fractional Restricted Share rounded as determined by the Company) shall automatically become fully vested and no longer subject to Restrictions as of Grant until the date of Retirement divided by the total number such Change of months for which that particular Tranche Control. For purposes of Options would have otherwise become vested, provided however, that, for each Tranchethis Agreement, the pro-rata portion that vests following terms shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.their respective meanings set forth below:

Vesting. The Options Any Restricted Stock issued hereunder shall become vested and cease to be Restricted Stock (but shall remain subject to the other terms of this Agreement and the Plan) as follows if the Participant has been continuously employed by or otherwise provides services to the Company or an Affiliate from the applicable Settlement Date until the applicable vesting date: (a) If only the Minimum level of performance set forth on Appendix A is achieved during the Performance Period, then the Restricted Stock shall vest and become exercisable as follows: one-third Vesting Date Percentage Vested January 15, 2016 0 % January 15, 2017 0 % January 15, 2018 0 % January 15, 2019 0 % January 15, 2020 100 % (1/3b) If at any time during the Performance Period the performance metric set forth on Appendix A is achieved at any level higher than the Minimum level, then the Restricted Stock shall vest as follows: Vesting Date Percentage Vested January 15, 2016 0 % January 15, 2017 0 % January 15, 2018 0 % January 15, 2019 50 % January 15, 2020 50 % -22- For the avoidance of doubt (i) notwithstanding Section 4.1(a), any shares of Restricted Stock issued as a result of the Options shall vest and become exercisable on each achievement of the first three anniversaries Minimum level prior to the achievement of a performance level higher than the Minimum level shall become vested as to the applicable aggregate Percentage Vested set forth in this Section 4.1(b) upon the Achievement Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary higher performance level and thereafter shall be referred to herein as a “Tranche”) unless previously become vested or forfeited in accordance with the Plan or this AgreementSection 4.1(b); provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) any shares of Restricted Stock issued on or following January 31, 2018 as a result of achievement of a performance level higher than the Participant’s employment terminates within two years after a Change Minimum level shall be vested on the applicable Settlement Date as to the applicable aggregate Percentage Vested set forth in Control without Cause this Section 4.1(b) on such Settlement Date and thereafter shall become vested in accordance with this Section 4.1(b). Except as otherwise provided herein, there shall be no proportionate or for Good Reason. Further, provided, partial vesting in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (periods prior to the extent then unvested) applicable vesting dates and all vesting shall immediately occur only on the appropriate vesting date. When any shares of Restricted Stock become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests Company shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior promptly deliver to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantParticipant any related RS Property (as defined below), subject to applicable withholding.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then-completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures for such year(s), resulting in the payment of 100% of the Date of Grant (each such one-third (1/3) of the Options which vest on each total target RSU award amount of this grant relating to such anniversary shall year(s). All RSUs will be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance upon termination of the Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked retirement from the Date Company upon or after attaining age 62 and 5 Years of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Options (a) Subject to the terms of this Section 3 and the terms of Appendix A, which is incorporated by reference herein, the Performance Share Units shall vest and become exercisable as follows: one-third (1/3) vested upon satisfaction of the Options Performance Goals and terms as set forth in Appendix A to this Award Agreement. The Committee shall determine whether such Performance Goals have been satisfied. (b) If the vesting terms set forth in Appendix A would produce fractional Performance Share Units, the number of Performance Share Units that vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred rounded down to herein as the nearest whole Performance Share Unit. (c) Notwithstanding anything to the contrary contained in a written employment agreement, severance agreement, change of control agreement or other agreement entered into by and between the Participant and the Employer, this Section 3(c) shall apply in the event of a Change of Control before the Vesting Date (a “TrancheQualifying Change of Control”) unless previously vested or forfeited in accordance with and while the Plan or this Agreement; provided, however, that Participant continues to be employed by the extent then unvested, the Options shall immediately become vested and exercisable if:Employer. (i) the Participant’s employment terminates due Effective as of immediately prior to death or Permanent Disabilitya Qualifying Change of Control, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (but subject to the extent then unvested) shall immediately become vestedoccurrence of such Change of Control, based, for each Tranche, on the number of months worked Performance Share Units eligible to be vested shall be equal to the greater of the number of shares of Common Stock under the (i) the Target Award multiplied by a fraction, the numerator of which is the number of days elapsed from the Date of Grant until to the date of Retirement divided the Qualifying Change of Control, and the denominator of which is the number of days in the Performance Period, and (ii) the Share Payout as a Percentage of Target Award as determined by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested Committee under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding terms of Appendix A through the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options latest practicable date prior to the satisfaction such Change of such requirementControl. Any fractional Options that would result from application For purposes of this Section 4(a) 3(c)(i), the Company Relative TSR Percentile Rank shall be aggregated and shall vest determined by reference to the Company’s average relative TSR rank on the first anniversary twenty (20) consecutive trading days immediately preceding the Qualifying Change of Control. The number of Performance Share Units determined in accordance with this Section 3(c)(i) is referred to as the Date “Change of GrantControl Adjusted Performance Share Units”. (ii) The Change of Control Adjusted Performance Share Units shall become vested on a Qualifying Change of Control and paid as soon as administratively practicable (but no later than thirty (30) days) following the occurrence of such Change of Control if a replacement or substitute award meeting the requirements of this Section 3(c)(ii) is not provided to the Participant in respect of such Performance Share Units. An award meeting the requirements of this Section 3(c)(ii) is referred to below as a “Replacement Award”. An award shall qualify as a Replacement Award if:

Vesting. The Options Subject to the provisions contained herein, your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service. Notwithstanding the foregoing, the following provisions shall vest apply: (a) In the event your Continuous Service is terminated due to your Disability, then the vesting and become exercisable exercisability of your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as follows: oneis determined by the Board) after the date of such termination. (b) In the event your Continuous Service is terminated due to your death or in the event that you die within 3 months following the termination of your service for any reason other than Cause, then the vesting and exercisability of your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-third six (1/336) months (or such lesser period of time as is determined by the Board) after the date of such termination. (c) In the event of either a Change in Control or a Corporate Transaction that is not a license, and you have not terminated your Continuous Service prior to the effective date of the Options shall vest Change in Control or Corporate Transaction, then the vesting and become exercisable on each exercisability of your option will be accelerated in full upon the first three anniversaries effective date of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested Change in Control or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if:Corporate Transaction. (i) If any payment or benefit you would receive from the Participant’s Company or otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment terminates due taxes, income taxes, and the Excise Tax (all 1. computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to death or Permanent Disabilitythe Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, orthe reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (ii) Notwithstanding the Participant’s employment terminates foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within two years after the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (iii) Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of a Change in Control without Cause triggering the Payment shall perform the aforementioned calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for Good Reasonthe individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. FurtherThe Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, providedtogether with detailed supporting documentation, in to you and the event Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. (iv) If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application paragraph of this Section 4(a1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall be aggregated and shall vest on promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first anniversary paragraph of this Section 1(c) so that no portion of the Date remaining Payment is subject to the Excise Tax. For the avoidance of Grantdoubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. The Options (a) Subject to the earlier termination or cancellation of the Option as set forth herein, and subject to Section 2(d) hereof, the Option shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due Prior to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant, no portion of the Option shall vest or be exercisable; (ii) On and after the first anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of twenty-five percent of the Shares subject to the Option, less any Shares subject to the Option previously acquired upon exercise of the Option; (iii) On and after the second anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of fifty percent of the Shares subject to the Option, less any Shares subject to the Option previously acquired upon exercise of the Option; (iv) On and after the third anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of seventy-five percent of the Shares subject to the Option, less any Shares subject to the Option previously acquired upon exercise of the Option; and (v) On and after the fourth anniversary of the Date of Grant, the Option shall vest and be exercisable with respect to an aggregate of one hundred percent of the Shares subject to the Option, less any Shares subject to the Option previously acquired upon exercise of the Option. The portion of the Option which has become vested and exercisable as described above is hereinafter referred to as the "Vested Portion." (b) If the Participant's Employment is terminated by the Company for Cause, as defined in Section 3(b) below, the Option shall, whether or not vested, be automatically canceled without payment of consideration therefor. (c) If the Participant's Employment with the Company terminates for any reason other than Cause, the Option shall, to the extent not then vested, be canceled by the Company without payment of consideration therefor, and the Vested Portion of the Option shall remain exercisable for the period set forth in Section 3(a). (d) Upon the consummation of a Transaction, the Option shall, to the extent not then vested, automatically become fully vested and exercisable.

Vesting. The Options shall vest This option is only exercisable before it expires and become exercisable then only with respect to the vested portion of this option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a whole number of vested shares not less than 100 shares, unless the number of shares purchased is the total number available for purchase under this option, by following the procedures set forth in the Plan and below in this Agreement. Your right to purchase shares of Stock under this option vests as follows: to one-third fourth (1/31/4) of the Options total number of shares covered by this option, as shown on the cover sheet, on the one-year anniversary of the Vesting Start Date (“Anniversary Date”), provided you then continue in Service. Thereafter, for each such vesting date that you remain in Service, the number of shares of Stock which you may purchase under this option shall vest at the rate of one-fourth (1/4) per year as of each Anniversary Date. The resulting aggregate number of vested shares will be rounded to the nearest whole number, and become exercisable on each you cannot vest in more than the number of shares covered by this option. Notwithstanding the exercise periods described above, if (a) a transaction is made and consummated involving the sale of all or substantially all of the first three anniversaries Company’s assets, or the sale of a majority of its outstanding shares, whether by way of merger, consolidation, business combination or otherwise; (b) a tender offer or exchange offer is made and consummated in a transaction for the ownership of securities of the Date of Grant (each such one-third (1/3) Company representing more than 50 percent of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”combined voting power of the Company’s then outstanding voting securities; (c) unless previously vested or forfeited in accordance you terminate your employment with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or Company for Good Reason. Further; (d) the Company terminates your employment without Cause; or (e) your Service terminates because of your death or Disability (as defined below), provided, then your vesting rights under this Agreement shall be immediately accelerated and you (or your estate or heirs in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (your death) shall be immediately entitled to exercise all option rights granted under this Agreement to the extent not then unvested) exercisable and not yet canceled or terminated; provided that such option rights must be exercised, if at all, within ten years from the Effective Date. [Any transaction of the type described in either of clause “(a)” or clause “(b)” above shall immediately become hereinafter be referred to as a “Change of Control Transaction”]. Upon termination of your Service, including Service credited during the period of any non-competition covenant with the Company, this option will terminate to the extent it is not vested, based, for each Tranche, . Your option will expire in any event at the close of business at Company headquarters on the number of months worked from day before the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first 10th anniversary of the Date Grant Date, as shown on the cover sheet. You may exercise the vested portion of Grantyour option at any time prior to that expiration date. In the event of your death, your estate or heirs may exercise the vested portion of your option at any time prior to that expiration date.

Vesting. The Options (a) Subject to Section 5 hereof, the Option shall vest and become exercisable as follows: upon the occurrence of the conditions set forth below: (i) This Option shall become vested with respect to one-third (1/3) of the Options total number of Shares described in Section 1 hereof on the first anniversary of the Grant Date and thereafter shall vest and become exercisable on each upon the achievement of the First Target Stock Price (for the avoidance of doubt, if the First Target Stock Price is achieved after the Grant Date but before the first three anniversaries anniversary of the Date Grant Date, such one-third of the Option shall become immediately exercisable upon the first anniversary of the Grant Date); (each such ii) This Option shall become vested with respect to an additional one-third (1/3) of the Options which vest total number of Shares described in Section 1 hereof on each the second anniversary of the Grant Date and thereafter shall become exercisable upon the achievement of the Second Target Stock Price (for the avoidance of doubt, if the Second Target Stock Price is achieved after the Grant Date but before the second anniversary of the Grant Date, such additional one-third of the Option shall become immediately exercisable upon the second anniversary of the Grant Date); and (iii) This Option shall be referred to herein as a “Tranche”) unless previously become vested or forfeited in accordance with the Plan or this Agreement; provided, however, that respect to the extent then unvested, the Options shall immediately become vested and exercisable if: final one-third (i1/3) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable Shares described in Section 1 hereof on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first third anniversary of the Grant Date and thereafter shall become exercisable upon the achievement of Grantthe Third Target Stock Price (for the avoidance of doubt, if the Third Target Stock Price is achieved after the Grant Date but before the third anniversary of the Grant Date, such final one-third of the Option shall become immediately exercisable upon the third anniversary of the Grant Date). (b) Notwithstanding the vesting schedule set forth in Section 3(a), this Option shall become immediately vested and exercisable as to any Shares that have not otherwise vested as of a Change of Control of the Company (as defined below). (c) For purposes of this Option, the following terms shall have the following meanings:

Vesting. The Options Share Units, if any, credited to your Account in accordance with Section 1 above shall be subject to the following vesting schedule: (i) One-third of the Share Units shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the following dates (subject to such rounding conventions as may be implemented from time to time by Teradata’s third party Plan administrator): (A) the Crediting Date, (B) the first three anniversaries anniversary of the Crediting Date, and (C) the second anniversary of the Crediting Date of Grant (each such onea “Vesting Date”), provided that you are continuously employed by Teradata until the applicable Vesting Date. (ii) If you cease to be employed by Teradata due to (A) your death, or (B) your Disability (defined by reference to Teradata’s long-third (1/3) term disability plan that covers you), in either case after the end of the Options Performance Period but prior to a Vesting Date, then the Share Units shall become fully vested upon such termination. (iii) If you cease to be employed by Teradata prior to a Change in Control due to your Retirement (defined as termination by you of your employment with Teradata at or after age 55 with the consent of the Committee) after the end of the Performance Period but prior to a Vesting Date, then a portion of the Share Units credited to your Account that have not yet vested shall become fully vested upon such termination, determined by multiplying (I) the number of unvested Share Units credited to your Account on the date of termination that would have vested on the next Vesting Date had you remained employed with Teradata through such date, by (II) a fraction, the numerator of which vest on each is the number of full and partial months of employment you completed commencing with the Vesting Date that occurred immediately prior to your termination, and the denominator of which is 12 months (subject to such anniversary rounding conventions as may be implemented from time-to-time by Teradata’s third party Plan administrator); provided that if your termination occurs during the period commencing immediately after the end of the Performance Period but prior to the Crediting Date, the fraction described above shall be referred deemed to herein as be 12/12. For purposes of determining any pro rata vesting of your Share Units, your period of employment with Teradata shall not include any leave of absence, other than an approved leave of absence from which Teradata reasonably expects that you will return to perform services for Teradata. The remaining number of Share Units shall be forfeited without further action or notice. (iv) If a “Tranche”Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are not assumed, converted or replaced by the continuing entity, then the Share Units shall vest upon the Change in Control. (v) unless previously vested If a Change in Control occurs after the end of the Performance Period and prior to a Vesting Date, and the Share Units are assumed, converted or forfeited replaced by the continuing entity, then the Share Units shall continue to vest in accordance with the Plan or this AgreementSection 2(a)(i); provided, however, that if you cease to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates be employed by Teradata due to death or Permanent (A) termination of your employment by Teradata without Cause, (B) termination of your employment with Teradata on account of death, Disability, or or Retirement, or (iiC) if you are a participant in the Participant’s employment terminates within two years after Teradata Change in Control Severance Plan, a Teradata Severance Policy or a similar arrangement that defines “Good Reason” in the context of a resignation following a Change in Control without Cause or (a “CIC Plan”), termination of your employment with Teradata for “Good Reason. Further, provided, ” as defined in the event of CIC Plan within the Participant’s Retirement, a separate protwo-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, year period commencing on the number of months worked from Change in Control, then the Date of Grant until the date of Retirement divided by the total number of months for which Share Units credited to your Account that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become not yet vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantin full upon such termination.

Vesting. The Options shall This cash incentive Award will vest and become exercisable as follows: one-third payable upon final determination of the amount, if any, to be paid by the Committee, provided, however, that if such determination is made by the Committee prior to the Corporation’s filing with the Securities and Exchange Commission (1/3“SEC”) of its Annual Report on Form 10-K that relates to the Options shall financial results for the Performance Period, then the cash incentive amount to be paid hereunder will not vest and become exercisable on each payable until after such filing is complete. Notwithstanding the foregoing, this cash incentive Award shall immediately vest (at the maximum Bonus Percentage of 50% of Recipient’s Bonus Opportunity) and become payable upon the occurrence of the first three anniversaries following: (a) termination of Recipient’s employment by reason of the Date death or Disability of Grant Recipient; or (each b) Recipient’s employment is terminated by the Corporation in anticipation of a Change of Control, or (c) Recipient is employed by the Corporation or an affiliate thereof at the time a Change of Control occurs, and at any time during the 18-month period following such one-third Change of Control (1/3provided that any cash incentive payment provided for hereunder shall have not already become due and been paid): (i) Recipient’s employment is terminated by the Corporation or an affiliate thereof for any reason other than for death, Disability or Cause, or (ii) Recipient terminates his/her employment for Good Reason within one year following the initial existence of the Options which vest on each conditions giving rise to such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementGood Reason; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event any of the Participant’s Retirement, a separate pro-rata portion of each foregoing triggering events occurs after the end of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options Performance Period but prior to the satisfaction vesting of such requirement. Any fractional Options the Award, then the amount of the cash incentive payment to Recipient shall be the amount that would result from application of this Section 4(a) shall be aggregated and shall vest due hereunder based on the first anniversary performance of the Date Corporation calculated in accordance with the applicable Bonus Percentage set forth in Schedule A hereto, determined based on the Corporation’s Adjusted EBITDA, multiplied by Recipient’s Bonus Opportunity, and such award shall not vest and become payable until final determination of Grantthe amount to be paid by the Corporation and the Committee (or, if such determination is made prior to the Corporation’s filing with the SEC of its Annual Report on Form 10-K that relates to the financial results for the Performance Period, then after such filing is complete).

Vesting. The Options term “vest” as used herein with respect to any share of Restricted Stock means the lapsing of the restrictions described herein with respect to such share. Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock shall vest and become exercisable as follows: one-third : (1/3a) One hundred percent (100%) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and Restricted Stock shall vest on the first anniversary of the Date of Grant, provided that, through such vesting date, the Grantee has (i) remained in continuous Employment as President – Merchandising and Supply Chain (such employment, “Qualifying Service”) and (ii) has not breached the covenants set forth in Section 11 herein. (b) In the event the Grantee’s 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 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 accordance with Section 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 twelve (12) months following the Change of Control, the Rollover Award to the extent still outstanding will vest in full on the date of the Grantee’s termination of Employment.

Vesting. The Options (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, as calculated in accordance with Section 4 (the “Earned Amount”), and the Participant’s rights to such vested number of Restricted Share Units shall become exercisable nonforfeitable as follows: one-third (1/3) of the Options last day of the Performance Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 4, shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) In the event the Participant dies or terminates employment on account of Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as is equal to the product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and become exercisable on each (ii) the quotient of (A) the number of days beginning with the first day of the first three anniversaries Performance Period and ending on the date of the Date of Grant (each such one-third (1/3) of Participant’s death or the Options which vest on each such anniversary shall be referred to herein date the Participant’s employment is terminated as a “Tranche”result of Disability, as applicable, and (B) unless previously vested or forfeited the total number of days in the full Performance Period (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Plan Performance Criteria shall vest) and the Participant’s, or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death estate’s or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, beneficiaries’ in the event of the Participant’s Retirementdeath, a separate pro-rata portion rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options such Restricted Stock Units would have otherwise become vested, provided however, that, for each Tranche, been issued pursuant to Section 5 hereof had the pro-rata portion that vests shall only become exercisable Participant not died or had his employment terminated on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirementaccount of Disability. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reasonforegoing, the Compensation Committee may, in its sole and absolute discretion, waive subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the application of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability. (c) In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall make such adjustments to the Performance Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any requirement of its Affiliates is terminated for vesting then remaining any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred (and permitbefore the Restricted Share Units otherwise have become vested under Section 3(a) or (b)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for a specified period the avoidance of time consistent doubt, no additional amount of Restricted Share Units in which the Participant may have been entitled to vest in accordance with the first sentence Performance Criteria shall vest) and the Participant’s rights to such vested amount of Section 4(b) hereof the exercise Restricted Share Units shall become nonforfeitable as of the Options date on which the Participant’s employment with or service to the Company is terminated. (d) Except as provided in Section 3(b) or (c) above or in Section 4.4(a) of the Employment Agreement, if the Participant’s employment with the Company terminates for any reason prior to the satisfaction expiration of such requirement. Any fractional Options that would result from application of this Section 4(a) the Performance Period, all then-unvested Restricted Share Units shall be aggregated canceled immediately and shall vest on not be payable to the first anniversary of the Date of GrantParticipant.

Vesting. The Options a. Except as otherwise expressly provided in Sections 4.b-c hereof, subject to Participant’s continued employment or service through the applicable vesting date, 100% of those RSUs that are earned based on the achievement of certain cost-savings, diversity, and ESG performance goals as set forth on Annex B hereto (the “Earned RSUs”) shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number eighteen (18)-month anniversary of months worked from the Date of Grant until the date of Retirement divided by grant. b. Notwithstanding anything to the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above contrary contained in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences4.a hereof, upon a Participant’s Qualifying Termination or termination of employment due to death or Disability (i) that occurs during a performance period that is ongoing, 100% of the RSUs with respect to such performance period (i.e., the Cost-Savings RSUs, the Diversity RSUs and/or the ESG RSUs (as defined on Annex B), as applicable) shall vest, or (ii) that occurs after a performance period has ended, 100% of the Earned RSUs with respect to such performance period shall vest. c. Notwithstanding anything to the contrary contained in Section 4.a hereof, upon a Change in Control of the Company, (i) if such Change in Control occurs during a performance period, 100% of the RSUs with respect to such performance period (i.e., the Cost-Savings RSUs, the Diversity RSUs and/or the ESG RSUs, as applicable) shall vest immediately prior to the consummation of the Change in Control, or (ii) if such Change in Control occurs after a performance period has ended, 100% of the Earned RSUs with respect to such performance period shall vest immediately prior to the consummation of the 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, the Compensation Committee may, in its sole discretion, waive and any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise portion of the Options RSUs that has not vested on or prior to the satisfaction date of such requirementtermination shall be forfeited on such date. Any fractional Options that would result from application Once vesting has occurred, the vested portion will be settled at the time specified in Section 6 hereof. e. For purposes of this Section 4(a) Agreement, “Disability” shall be aggregated and has such meaning as is contained in the Plan and, notwithstanding anything to the contrary contained in the Plan, also shall vest on include a “disability” as determined by the first anniversary of the Date of GrantCommittee in its reasonable discretion.

Vesting. The Options (a) To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Performance Shares awarded under this Agreement, as calculated in accordance with Section 4, and his rights to such vested Performance Shares shall become exercisable nonforfeitable as follows: one-third of the last day of the Performance Period, subject to Section 6 below. [Except as provided in Section [3(b) or (1/3c)] below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any Performance Shares awarded under this Agreement that do not vest, as calculated in accordance with Section 4, shall be canceled immediately without further obligation on the part of the Company.] Prior to lapse of any restrictions regarding the Performance Shares as provided herein, the Committee shall certify in writing (which may be set forth in the minutes of a meeting of the Committee) the extent to which the Performance Criteria and all other material terms of this Agreement have been met. (b) [In the event the Participant dies or becomes disabled (within the meaning of Section 22(e) of the Options Code) before the end of the Performance Period, the Participant shall vest and become exercisable on each in the Performance Shares granted under Section 2 of this Agreement [(and, for the first three anniversaries avoidance of doubt, no additional Performance Shares in which the Date of Grant (each such one-third (1/3) of the Options which Participant may be entitled to vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that Performance Criteria)] and his rights to the extent then unvested, Performance Shares shall become nonforfeitable as of the Options shall immediately become vested and exercisable if:date of death or disability.] (ic) [In the event the Participant’s employment terminates due to death with the Company or Permanent Disability, or (ii) any of its Subsidiaries is terminated for any reason within twelve months after the Participant’s employment terminates within two years after Company obtains actual knowledge that a Change in Control without Cause or for Good Reason. Furtherhas occurred, provided, in and before the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would Performance Shares have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason3(a), the Compensation Committee may, Participant shall vest in its sole discretion, waive any requirement for vesting then remaining and permitthe Performance Shares granted under Section 2 of this Agreement [(and, for a specified period the avoidance of time consistent doubt, no additional Performance Shares in which the Participant may be entitled to vest in accordance with the first sentence of Section 4(b) hereof the exercise Performance Criteria)] and his rights to such vested Performance Shares shall become nonforfeitable as of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest date on the first anniversary of the Date of Grantwhich his employment is terminated.]

Vesting. The Options (a) Subject to accelerated vesting as described in Sections 4(b), 4(c), 4(d) and 6(b) below, and the achievement of the Threshold Goal (as defined in Section 4(e) below, if applicable), the RSUs shall vest and become exercisable as follows: one-in full on the third (1/33rd) anniversary of the Options shall vest and become exercisable on each Grant Date (the “Scheduled Vesting Date”); provided the Participant remains an Employee, Consultant or Director of the first three anniversaries Company or a Subsidiary from the Grant Date until the Scheduled Vesting Date. (b) Notwithstanding Section 4(a) above, in the event Participant ceases to serve as an Employee, Consultant or Director of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as Company or a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that Subsidiary prior to the extent then unvested, the Options shall immediately become vested and exercisable if: Scheduled Vesting Date (i) by the Participant’s employment terminates due to death Company or Permanent Disability, or any Subsidiary other than for Cause (as defined below) or (ii) by Participant for Good Reason (as defined below), then, provided that the Participant’s employment terminates within two years after Threshold Goal is or has been met and certified by the Committee if such termination occurs prior to a Change in Control without Cause or for Good Reason. Furthermore than twenty-four (24) months following a Change in Control, providedall then outstanding unvested RSUs shall fully vest on an accelerated basis on the date of such termination (or, if later, the date on which the Committee certifies achievement of the Threshold Goal); provided that if the Participant has experienced a termination pursuant to this Section 4(b) and, prior to the Committee's certification of the achievement of the Performance Goal a Change in Control occurs, the outstanding unvested RSUs shall fully vest immediately prior to the consummation of the Change in Control (c) Notwithstanding Section 4(a) above, in the event Participant ceases to serve as an Employee, Consultant or Director of the Company or a Subsidiary prior to the Scheduled Vesting Date (i) by the Company or any Subsidiary other than for Cause or (ii) by Participant for Good Reason, then, if such termination occurs within twenty-four (24) months following a Change in Control, regardless of whether the Threshold Goal has been met, all then outstanding unvested RSUs shall fully vest on an accelerated basis on the date of such termination. (d) Notwithstanding Section 4(a) above, in the event that the Participant dies prior to the Schedule Vesting Date while still an Employee, Consultant or Director of the Company or a Subsidiary, all then outstanding unvested RSUs shall fully vest on an accelerated basis effective as of the Participant’s Retirementdate of death, a separate pro-rata portion regardless of each of whether the three Tranches of Options Threshold Goal has been met. (e) Notwithstanding anything to the extent then unvestedcontrary contained in this Award Agreement, the RSUs will be eligible to vest pursuant to this Section 4 only if the threshold level of performance (“Threshold Goal”) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided is achieved and is certified in writing by the total number Committee. The Threshold Goal is the Company achieving Pre-Tax Earnings (as defined below) of months at least $[ ] million during [Year 1], [Year 2] or [Year 3]. The Committee shall certify the Company’s Pre-Tax Earnings for which that particular Tranche of Options would have otherwise become vested[Year 1], provided however[Year 2] and [Year 3] prior to February 15, that[Year 2], for each TrancheFebruary 15, [Year 3] and February 15, [Year 4], respectively. If the Threshold Goal is not achieved and/or certified in writing by the Committee prior to February 15, [Year 4], the pro-rata portion that vests shall only become exercisable on RSUs will immediately terminate and the date each such Tranche would Participant will not be entitled to receive any Shares. If the Threshold Goal is achieved during either [Year 1], [Year 2] or [Year 3] and certified in writing by the Committee, then Participant will have otherwise become vested under the schedule described above opportunity to vest in the RSUs as provided in this Section 4(a) absent such Retirement4. Notwithstanding the foregoing sentencesforegoing, upon a ParticipantSections 4(c), 4(d) and 6(b) provide certain circumstances in which the Participant may vest in the RSUs without written certification of the Threshold Goal. Subject to Sections 4(b), 4(c), 4(d) and 6(b), any portion of this Award that becomes eligible to vest based on the Committee’s termination written certification of employment for any reason, achievement of the Compensation Committee may, Threshold Goal will be subject to continued service through the Scheduled Vesting Date. In the event one of the accelerated vesting events in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options occurs prior to the satisfaction Committee’s written certification of achievement of the Threshold Goal, the vesting of the RSUs pursuant to such requirementSection shall be subject to, and effective only upon, the achievement of the Threshold Goal and such written certification. Any fractional Options that would result from application For purposes of this Section 4(a) Award Agreement, “Pre-Tax Earnings” shall be aggregated and shall vest on mean the first anniversary aggregate of the Date Company’s pre-tax earnings during the applicable performance period, determined in accordance with accounting principles generally accepted in the United States. The Threshold Goal and the determination of Grantthe Company’s performance against such goal shall exclude the effect of non-cash impairment charges, early lease termination charges and other special, non-recurring items reflected in the Company’s financial statements for the applicable period.

Vesting. The Options Issued Shares shall vest initially be unvested and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred subject to herein as a “Tranche”) unless previously vested or forfeited ------- cancellation in accordance with the Plan or provisions of Paragraph C.2 hereof. The following vesting schedule shall be in effect for the Issued Shares: The Issued Shares shall vest in three (3) successive equal annual installments upon Participant's completion of each year of Service over a three-year period measured from the date of this Agreement; provided, however, that to any unvested shares shall automatically vest upon the extent then unvested, the Options shall immediately become vested and exercisable ifoccurrence of: (i) the Participant’s employment terminates due to death 's cessation of Service by reason of normal retirement (age 65) or Permanent Disabilityapproved early retirement (age 55 plus 5 years Service), or (ii) the Participant’s employment terminates within two years after 's termination of Service by reason of death or Permanent Disability. Upon vesting, the Participant shall acquire a Change fully-vested interest in, and the transfer restrictions of Paragraph B hereof and the cancellation provisions of Paragraph C.2 hereof shall terminate with respect to, the vested Issued Shares. The vested Issued Shares shall be released from escrow as soon as administratively practicable, subject to the Corporation's collection of the applicable Withholding Taxes. For purposes of the vesting provisions of this Paragraph C.1, Service shall mean the Participant's performance of services for the Corporation (or any Parent or Subsidiary) in Control without Cause the capacity of an Employee or a non-employee member of the board of directors of any Subsidiary. Participant shall be deemed to cease such Service immediately upon the occurrence of either of the following events: (i) Participant no longer performs services in any of the foregoing capacities for Good Reasonthe Corporation (or any Parent or Subsidiary) or (ii) the entity for which Participant performs such services ceases to remain a Parent or Subsidiary of the Corporation, even though Participant may subsequently continue to perform services for that entity. FurtherService shall not be deemed to cease during a period of military leave, sick leave or other personal leave approved by the Corporation; provided, in the event of the Participant’s Retirementhowever, a separate pro-rata portion of each of the three Tranches of Options (that except to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided otherwise required by law or expressly authorized by the total number Plan Administrator or the Corporation's written leave of months absence policy, no Service credit shall be given for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment vesting purposes for any reason, period the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for Participant is on a specified period leave of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantabsence.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”” and each such anniversary a Vesting Date) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the a. Participant’s employment terminates due to death or Permanent Disability, or (ii) the b. Participant’s employment terminates on or within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches Tranche of Options (to the extent then unvested) during which the Retirement occurs shall immediately become vested, based, for each Tranche, on . The number of unvested Options that shall vest pro-rata upon Retirement shall be calculated by multiplying (A) the quotient obtained by dividing the number of completed months worked from the Date of Grant until the date of Retirement divided that Participant was employed by the total Company or one of its Subsidiaries since the most recent Vesting Date by 36, by (B) the number of months for which that particular Tranche of Options would have otherwise become vestedsubject to this Agreement (rounding up to the nearest whole number), provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date the applicable portion of each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.

Vesting. The Options Subject to the terms and conditions set forth herein and in the Plan, the Restricted Stock Units shall vest and become exercisable as follows: one-third (1/3) 100% vested on the last day of the Options shall vest and become exercisable on each of Vesting Period (the first three anniversaries of “Vesting Date”), provided the Participant has remained in Service from the Date of Grant through the Vesting Date. Notwithstanding the foregoing, (each such one-third (1/3a) if the Participant ceases to be in Service prior to the Vesting Date as a result of the Options which Participant’s death or Disability, the Restricted Stock Units shall become 100% vested as of the date of such cessation of Service; (b) if the Participant’s Service terminates during the Vesting Period due to the Participant’s Voluntary Retirement, then the Restricted Stock Units shall continue to vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited if the Participant had continued in accordance with Service through the Plan or this AgreementVesting Date; provided, however, that (i) if the Participant’s Service terminates due to the Participant’s Voluntary Retirement prior to the date of a Qualifying Change in Control that occurs after the Date of Grant, the Restricted Stock Units shall become 100% vested as of the date of the Qualifying Change in Control and (ii) if the Participant’s Service terminates due to the Participant’s Voluntary Retirement after the date of a Qualifying Change in Control that occurs after the Date of Grant, the Restricted Stock Units to the extent then unvested, outstanding shall become 100% vested as of the Options shall immediately become vested and exercisable if:date of such termination; and (ic) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates if within two (2) years after following a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of occurs after the Date of Grant, the Participant’s Service as an employee is involuntarily terminated by the Company (or successor thereto, or a Parent or Subsidiary), whether or not for Cause, the Restricted Stock Units to the extent outstanding shall become 100% vested as of the date of such cessation of Service.

Vesting. The Options term “vest” as used herein with respect to any share of Restricted Stock means the lapsing of the restrictions described herein with respect to such share. Unless earlier terminated, forfeited, relinquished or expired, the Restricted Stock shall vest and become exercisable as follows: one-third : (1/3a) One hundred percent (100%) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and Restricted Stock shall vest on the first anniversary of the Date of Grant, provided that, through such vesting date, the Grantee has (i) remained in continuous Employment as President – Merchandising and Supply Chain (such employment, “Qualifying Service”) and (ii) has not breached the covenants set forth in Section 11 herein. (b) In the event the Grantee’s 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 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 substantially equivalent award for, the Restricted Stock (or any portion thereof) in accordance with Section 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 twelve (12) months following the Change of Control, the Rollover Award to the extent still outstanding will vest in full on the date of the Grantee’s termination of Employment.

Vesting. The Options shall vest Optionee may not purchase any shares by exercise of this Option between the date of this Agreement and the first anniversary date of this Agreement. On and for a period of five years after the following anniversary dates of this Agreement, this Option may be exercised up to the indicated percentage of shares covered by this Option (the shares as to which the Option vests herein sometime called "VESTED OPTION SHARES"), subject to Section 5 below: Cumulative Percentage of Percentage of Originally Originally Covered Shares Covered Shares as to Which Anniversary as to Which Option is Date Option Vests Exercisable ---- ------------ ----------- First 33 1/3% 33 1/3% Second 33 1/3% 66 2/3% Third 33 1/3% 100% Subject to earlier termination under Section 5, at any time after shares covered by this Agreement become exercisable as follows: one-third (1/3) Vested Option Shares, but no later than the fifth anniversary date of the Options shall vest and date shares become exercisable on each Vested Option Shares (the "EXPIRATION DATE" with respect to such Shares), Optionee may purchase all or any part of the first three anniversaries of the Date of Grant (Vested Option Shares which Optionee theretofore failed to purchase. In each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on case the number of months worked from shares which may be purchased shall be calculated to the Date of Grant until nearest full share. Unless Optionee indicates otherwise in writing when it exercises this Option, Optionee shall be deemed to exercise Vested Option Shares in the date of Retirement divided by the total number of months for order in which that particular Tranche of Options would have otherwise become they vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentencesprovisions or the provisions of Section 5 of this Agreement to the contrary, upon the occurrence of a Participant’s termination Change of employment Control all shares of Common Stock covered hereby which have not yet become Vested Option Shares shall thereupon become Vested Option Shares, and from and after the occurrence of such Change of Control and until the Expiration Date for any reasoneach Vested Option Share, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent Optionee shall be entitled to exercise his rights under this Agreement with respect to such Vested Option Share. For the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application purposes of this Section 4(a) Agreement, a "CHANGE OF CONTROL" shall be aggregated and shall vest on deemed to have occurred if a Change of Control has occurred for the first anniversary purposes of the Date of GrantExhibit A hereto.

Vesting. The Options (a) Subject to Section 4(b) hereof and the further provisions of this Agreement, a number of whole shares of Restricted Stock as close as possible to 25% of the total number of shares granted hereunder shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three four anniversaries of the Date of Grant November 15, 2014 (each such one-third date, a “Vesting Date”). (1/3b) In the event of the occurrence of a Change in Control, as defined in Section 3.8(a) of the Options which vest Plan, as in effect on each the date of such anniversary occurrence, before all the shares of Restricted Stock are vested, the Restricted Stock shall become vested in full on the date of such Change in Control. However, Participant agrees that such vesting shall be referred to herein as waived in the event that (x) such Change in Control is also a Change of Control of Genco Shipping & Trading Limited (“TrancheGenco”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that pursuant to the extent then unvestedParticipant’s Employment Agreement with Genco dated as of September 21, 2007 (the Options shall immediately become vested “Genco Employment Agreement”) and exercisable if: (iy) 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 terminates due to death or Permanent Disability, or (ii) with Genco does not terminate within three months of such Change in Control other than as a result of the Participant’s employment terminates within two years death or disability, such vesting shall occur exactly three months after a the Change in Control without Cause or for Good Reasonnotwithstanding such waiver. Further, providedFor the avoidance of doubt, in the event of the occurrence of a Change in Control and of the circumstances in clauses (x) and (y) above, if the Participant’s Retirementemployment with Genco does not terminate within three months of such Change in Control, the Restricted Stock shall become vested in full exactly three months after the Change in Control, and if the Participant’s employment with Genco terminates within three months of such Change in Control as a separate pro-rata portion result of each death or disability, then the Restricted Stock shall become vested in full in connection with such termination of employment with Genco. (c) In the three Tranches of Options (event the Participant is providing Service to the extent 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 cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement), then unvested) the Restricted Stock shall immediately become vested, based, for each Tranche, vested in full on the number of months worked from the Date of Grant until the date of Retirement divided 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 total number of months Company without cause (as defined in the Plan) or by the Participant for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each TrancheGood Reason (as defined in the Employment Agreement), the pro-rata portion that vests Restricted Stock shall only become exercisable vested in full on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination.

Vesting. The Options Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3,4 the RSUs shall vest and become exercisable as follows: one-third (1/3that is, the Restricted Period with respect thereto shall terminate) of pursuant to the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementVesting Schedule; provided, however, that the unvested RSUs shall vest in full during the Vesting Period on the date, (a) immediately preceding the effective date of the Recipient’s Retirement as determined by the Committee in relation to the extent then unvestedRSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Options Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B)5), (b) immediately preceding the Recipient’s death or the effective date of the Recipient’s Disability, or (c) immediately preceding the effective date of the termination of the Recipient’s employment or engagement with the Company or any Subsidiary by the Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor) without Cause,6 or by the Recipient for a Good Reason,7 in either case only in connection with or within 24 months 4 For example, pursuant to section 3, before the Vesting Start Date, (I) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated by the Recipient for any reason, or (II) if the Recipient retires, dies or becomes Disabled, the RSUs shall immediately become vested be forfeited in their entirety and exercisable if: no distribution or payment of any amount under such RSUs shall ever be made to the Recipient. 5 For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the RSU Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the RSU Shares. 6 “Cause” means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the ParticipantRecipient of any agreement to which the Recipient and the Company or the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may have a material and adverse effect on the business of the Company or Subsidiary or on the Recipient’s employment terminates due ability to death perform services for the Company or Permanent DisabilitySubsidiary, or including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such notice. 7 A “Good Reason” means the occurrence of any of the following events: (i) a material adverse change in the functions, duties or responsibilities of the Recipient’s position (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom the Recipient is required to report shall not by itself constitute a material adverse change in the Recipient’s position), (ii) the Participantrelocation of the Company or Subsidiary office at which the Recipient is principally located immediately prior to a Sale Event (the “Original Office”) to a new location outside of the metropolitan area of the Original Office or the failure to place the Recipient’s employment terminates own office in the Original Office (or at the office to which such office is relocated which is within two years after the metropolitan area of the Original Office), or (iii) a Change material reduction in Control without Cause or for Good Reason. Further, the Recipient’s base salary and incentive compensation opportunity as in effect immediately prior to a Sale Event; provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, within 90 days of the incident that provides the basis for each Tranchea Good Reason termination, the pro-rata portion that vests Recipient shall only become exercisable on have provided the date each Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirementnotice. Notwithstanding the foregoing sentences, upon 3 | P a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.g e 01435\040\8330543.v3

Vesting. The Options shall Restricted Shares that have not previously been forfeited will vest in the numbers and become exercisable as follows: one-third (1/3) on the dates specified in the Vesting Schedule at the beginning of this Agreement. In addition, the Restricted Shares that have not previously vested or been forfeited will vest immediately upon the first to occur of the Options following events: (i) death of the Employee; (ii) Total Disability of the Employee; and, (iii) a Change of Control as defined in the Plan. Notwithstanding the foregoing, the number of Restricted Shares vesting on each date specified in the Vesting Schedule at the beginning of this Agreement may be reduced based upon the relationship of the Company’s actual fully-diluted earnings-per-share (“EPS”) for 2013 to budgeted EPS for 2013 and the achievement of positive net income for 2013, as specifically set forth on Exhibit A attached hereto, as such targets may be amended from time-to-time by the Board. The Committee shall vest determine whether the performance hurdle was achieved as promptly as practicable following review of the Company’s audited fiscal 2013 financial results. In the event that a reduction is applied to the Vesting Schedule at the beginning of this Agreement (a) such a reduction shall occur immediately upon determination by the Committee that the performance hurdle was not achieved and become exercisable (b) if such reduction would cause the number of Restricted Shares subject to vesting on each date specified in the Vesting Schedule to be a fraction of a share, the number of Restricted Shares subject to vesting on each of the first three anniversaries of two dates specified in the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary Vesting Schedule shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that rounded down to the extent then unvested, nearest whole-share while the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due number of Restricted Shares subject to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of vesting on each of the three Tranches of Options (last two dates specified in the Vesting Schedule shall be rounded up to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pronearest whole-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantshare.

Vesting. The Options shall vest and Except as otherwise provided in this Grant Agreement, this Option (to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited vested” in accordance with the Plan following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or this Agreement; providedany of its Subsidiaries through the applicable vesting date: March 1, however2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the extent then unvestednearest whole number. Notwithstanding the foregoing vesting schedule, the Options this Option shall become immediately become and fully vested and exercisable if: in the event that (i) the ParticipantOptionee’s employment Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Permanent Disability, or or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, occurs while the Optionee is in the event Continuous Service of the Participant’s Retirement, a separate pro-rata portion Company or any of each of the three Tranches of Options (its Subsidiaries. Notwithstanding anything contained herein to the extent then unvestedcontrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of Retirement divided by its Subsidiaries is terminated for “Cause” (as defined below), or (4) the total number date that Optionee’s Continuous Service with the Company or any of months for which its Subsidiaries terminates due to Optionee’s resignation or retirement that particular Tranche is not a “Qualifying Retirement” (as defined below). For purposes of Options would have otherwise become vested, provided however, that, for each Tranchethis Grant Agreement, the pro-rata portion that vests following terms shall only become exercisable on have the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.assigned meanings:

Vesting. The Unless otherwise specified by the Board in the terms of grant and subject to the terms of the Plan and any Separate Agreement (if applicable), the Common Shares subject to the Options shall granted under this Agreement will vest and become exercisable as follows: one-third be available to the Optionee to purchase (1/3) prior to expiry of the Options shall vest and become exercisable as provided for in Section 2.2 above) as follows: (1) ¼ (one quarter) on each first anniversary [NTD: if new employee on 1st Anniversary, if Annual Grant on specific date (Jan 1)] of the first three anniversaries grant of the Date of Grant Option; and (each such one2) 1/48 (one forty-third eighth) on a monthly basis over the three (1/33) years following the [first anniversary] [or specific date] of the grant of the Option, in equal amounts, on the last day of each month; provided that: (3) if the Optionee ceases to be an “Eligible Person” due to termination of employment by the Company or any of its subsidiaries or any of its Affiliates without Cause or alleged constructive dismissal or due to voluntary termination by the Optionee (other than Retirement), all Common Shares subject to Options granted under this Agreement which vest are not yet available for purchase as provided for above (the “Unvested Options”) will immediately be cancelled on each the effective date of such anniversary termination, which shall be referred deemed to herein be the last day the Optionee actively works in the business of the Company, any of its subsidiaries or any of its Affiliates (or in the case of an alleged constructive dismissal, the date on which the alleged constructive dismissal is alleged to have occurred), and no statutory, contractual or common law notice entitlement or any entitlement to compensation in lieu of such notice shall operate to extend the vesting of Options past said deemed termination date; (4) if the Optionee ceases to be an “Eligible Person” due to voluntary termination of employment by the Optionee (other than Retirement), all Unvested Options will immediately be cancelled on the effective date of such termination; (5) if the Optionee ceases to be an “Eligible Person” due to termination by the Company, any of its subsidiaries or any of its Affiliates of the Optionee’s employment for Cause, all Unvested Options will immediately be cancelled on the date when the Company, its subsidiary or its Affiliate, as a the case may be, notifies the Optionee of such termination; (6) if the Optionee ceases to be an “Tranche”) Eligible Person” due to Retirement, all Unvested Options will immediately be cancelled on the date of Retirement unless previously vested or forfeited the Board of Directors has expressly granted continued vesting after Retirement in accordance with the Plan schedule provided for in Subsections 2.8(1), (2) and (3) or this Agreementsuch other schedule at the Board of Directors’ discretion; (7) if the Optionee ceases to be an “Eligible Person” due to disability or before the expiry of the period for exercise as provided for in Subsections 2.2(2) and 2.2(4) above, all Unvested Options will be immediately be cancelled on the date the Optionee ceases to be an Eligible Person; providedand (8) if the Optionee dies before ceasing to be an “Eligible Person” or before the expiry of the period for exercise as provided for in Subsections 2.2(2) and 2.2(4) above, howeverall Unvested Options will be immediately cancelled on the date of death. Notwithstanding the above, that the vesting of the Common Shares subject to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) be subject to any vesting acceleration provisions applicable to this Option contained in the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good ReasonPlan and/or any Separate Agreement. Further, providedand notwithstanding the above, in and for greater certainty for the event purposes of this Agreement and the Plan, if the Optionee’s employment is terminated by the Company, any of its subsidiaries or any of its Affiliates and prior thereto, concurrently therewith or immediately thereafter the Optionee commences employment with the Company, any of its subsidiaries or any of its Affiliates, as the case may be, the Optionee will not cease to be an “Eligible Person” and the vesting of the Participant’s RetirementOption will not change as a result of such event. Further, a separate pro-rata portion of each of and notwithstanding the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Trancheabove, the pro-rata portion that vests shall only become exercisable on Board of Directors may at its discretion accelerate the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with in which any Unvested Options may become exercisable, provided that the first sentence Board of Section 4(b) hereof Directors determines that such acceleration is appropriate and in the best interest of the Company in the circumstances and it is agreed and acknowledged that there is no obligation on the Board of Directors to exercise such discretion nor shall the Board of Directors be required to provide reasons for exercise or non-exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantdiscretion.

Vesting. (a) The Options shall vest and Option will become exercisable as follows: one-third (1/3“vest”) at a rate of twenty percent (20%) of the Options shall vest and become exercisable total number of shares subject to the Option on each of the first three five anniversaries of the Grant Date, as indicated in the table below, provided that Optionee is still employed by the Company or any Affiliate thereof on the respective vesting date: Vesting Date of Grant (each such one-third (1/3) of the Options March 16, 2017 March 16, 2018 March 16, 2019 March 16, 2020 March 16, 2021 Shares as to which vest on each such anniversary Option vests 2,000 2,000 2,000 2,000 2,000 There shall be referred no proportional or partial vesting in the period prior to herein as a “Tranche”) unless previously vested or forfeited in accordance with each vesting date, and all vesting shall occur only on the Plan or this Agreement; provided, however, appropriate vesting date. The right of exercise shall be cumulative so that to the extent then unvestedthat the Option is not exercised in any period to the maximum extent permissible, it shall continue to be exercisable, in whole or in part, with respect to all shares for which it is vested until the Options shall immediately become vested and exercisable if:earlier of the Expiration Date or the termination of this Option under the Plan. (ib) Notwithstanding anything to the Participant’s employment terminates due to death or Permanent Disabilitycontrary in subparagraph 4(a) above, or (ii) in the Participant’s employment terminates within two years after event a Change in Control without Cause or for Good Reason. Furtheroccurs, providedthe Option shall immediately vest as to any Option shares that have not previously vested in accordance with said subparagraph 4(a). (c) Notwithstanding anything to the contrary in subparagraph 4(a) above, in the event of the Participant’s Retirement, a separate pro-rata portion of each Disability of the three Tranches of Options (Optionee prior to the Expiration Date, as defined in Paragraph 5 below, the Option shall immediately vest as to any option shares that have not previously vested in accordance with said subparagraph 3(a). The term “Disability” shall have the meaning set out in the Plan; provided, however, the parties agree that, to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranchenecessary to comply with Code Section 409A, the pro-rata portion that vests definition of “Disability” hereunder shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior be amended to the satisfaction definition of such requirement. Any fractional Options that would result from application of this “disability” required by Code Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.409A.

Vesting. The Options Subject to the Optionee’s continued employment or other service relationship with the Company or its Subsidiaries through each applicable vesting date (except as otherwise provided in this Section 4), the Option shall vest become non-forfeitable (when the Option becomes non-forfeitable, a “Vested Option”) and shall become exercisable as follows: one-third according to the following provisions: (1/3a) Twenty percent (20%) of the Options Tranche A Option shall vest become a Vested Option and shall become exercisable on each of the first three five (5) anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this AgreementDate; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable ifthat: (i) the Participantentire Tranche A Option shall immediately become a Vested Option and shall become exercisable upon a Change in Control, and (ii) if a Termination of Relationship occurs at any time prior to a Change in Control as a result of (A) a termination of the Optionee’s employment terminates due to death or Permanent other service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, (1) the installment of the Tranche A Option scheduled to vest on the anniversary of the Grant Date next following such Termination of Relationship (if any) shall become a Vested Option and shall become exercisable as of the date of such Termination of Relationship and shall remain outstanding pursuant to the provisions of Section 8(a) with respect to the number of Option Shares equal to 20% of the Tranche A Option, multiplied by a fraction, (x) the numerator of which is equal to the number of calendar days that have elapsed since the last anniversary of the Grant Date prior to the date of the Termination of Relationship or, if no such anniversary date has yet occurred, the Grant Date, and (y) the denominator of which is equal to 365, and (2) if a Change in Control occurs within 90 days following such Termination of Relationship, the entire Tranche A Option shall immediately become a Vested Option and shall become exercisable as of immediately prior to the occurrence of such Change in Control (notwithstanding the provisions of Section 4(a)(i)) and such Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of the Relationship occurred on the date of the Change in Control. (b) The Tranche B Option shall become a Vested Option and shall become exercisable as follows: (i) Fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of at least one and three-quarters (1.75), as calculated by the Committee; and (ii) Up to fifty percent (50%) of the Tranche B Option shall become a Vested Option and shall become exercisable upon any Measurement Date if Apollo has achieved a MOIC of greater than one and three-quarters (1.75) and up to two and one-quarter (2.25), determined based on linear interpolation between such MOIC achievement levels, as calculated by the Committee. If a Termination of Relationship occurs (x) prior to the occurrence of a Change in Control and (y) as a result of (A) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (B) the Optionee’s death, serious illness or Disability, the unvested portion of the Tranche B Option (if any) shall remain outstanding and eligible to become a Vested Option during the 90 day period following such Termination of Relationship upon achievement of the performance criteria set forth in Section 4(b) (after giving effect to Section 4(c)(i), if applicable) during such 90 day period, and any such portion that becomes a Vested Option shall remain outstanding pursuant to the provisions of Section 8(a) as if the Termination of Relationship occurred on the date of vesting; provided, that any portion of the Tranche B Option which remains unvested as of (I) the end of such 90 day period, or, (II) if earlier, after giving effect to the application of Section 4(c)(i) to the extent a Change in Control occurs and Apollo elects to give effect to Section 4(c)(i), shall be immediately forfeited; provided, further, that if a Change in Control occurs during such 90 day period and Apollo does not elect to give effect to Section 4(c)(i), any unvested portion of the Tranche B Option shall remain outstanding and the provisions of Section 4(b)(2) below (and not the provisions of Section 4(c)(ii)) will apply to such unvested portion of the Tranche B Option. If a Termination of Relationship occurs (a) following the occurrence of a Change in Control in which Apollo elected to give effect to Section 4(c)(ii) and (b) as a result of (x) a termination of the Optionee’s employment or other service relationship by the Company or its Subsidiaries without Cause or (y) the Optionee’s death, serious illness or Disability, then Apollo shall elect one of the following two alternatives: (1) The term Measurement Date shall be deemed amended to also mean the date of such Termination of Relationship, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such termination of any Non- Cash Consideration received by the Apollo Holders upon or prior to such Measurement Date (that has not previously become, or been treated as, Cash Consideration) shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Termination of Relationship, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(b)(1)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(1) shall remain outstanding pursuant to the provisions of Section 8(a); or (2) The unvested portion of the Tranche B Option (if any) as of the date of such Termination of Relationship shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date, in accordance with the performance criteria set forth in Section 4(b), until the tenth anniversary of the Grant Date or, if earlier, the date on which the Tranche B Option terminates pursuant to this Agreement or the Plan for any reason other than set forth in Section 8(a)(ii) or 8(a)(iii). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(b)(2) shall automatically terminate without consideration and shall become null and void and be of no further force and effect upon the earliest of (A) the tenth anniversary of the Grant Date, (B) the date of the Termination of Relationship of the Optionee for Cause and (C) the 90th day following the date that the applicable unvested portion of the Tranche B Option becomes a Vested Option. (c) Upon the occurrence of a Change in Control with respect to which the Apollo Holders receive any Non-Cash Consideration in lieu of, or in addition to, Cash Consideration, Apollo shall elect one of the following two alternatives: (i) The term Measurement Date shall be deemed amended to also mean the date of such Change in Control, and the fair value (as reasonably determined in good faith by the Apollo Holders) as of the date of such Change in Control of any such Non-Cash Consideration shall be treated as Cash Consideration. Any portion of the Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control, in accordance with the performance criteria set forth in Section 4(b) (after giving effect to this Section 4(c)(i)), shall be immediately forfeited. Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(i) shall remain outstanding pursuant to the provisions of Section 8(a); or (ii) Any portion of the Participant’s employment terminates within two years after Tranche B Option which does not become a Vested Option upon the occurrence of such Change in Control shall remain outstanding and eligible to become a Vested Option upon any future Measurement Date in accordance with the performance criteria set forth in Section 4(b), until the Tranche B Option terminates pursuant to this Agreement or the Plan (including, without Cause limitation, in connection with a Termination of Relationship pursuant to Section 8(a)). Any portion of the Tranche B Option that becomes a Vested Option in accordance with the foregoing provisions of this Section 4(c)(ii) shall remain outstanding pursuant to the provisions of Section 8(a). (d) Notwithstanding anything contained herein to the contrary, except as otherwise provided in this Section 4, the Option shall cease vesting as of the date of the Optionee’s Termination of Relationship with the Company or any of its Subsidiaries for Good Reason. Furtherany reason and no portion of the Option that is not a Vested Option as of such time shall become a Vested Option thereafter (i.e., the portion of the Option that is not a Vested Option shall be forfeited immediately); provided, that, in the event that the Optionee experiences a Termination of Relationship for Cause, all Options then held by the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options Optionee (to the extent then whether vested or unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantforfeited.

Vesting. A. The Options Participant shall vest and become exercisable as follows: onehave a non-third (1/3) forfeitable right to a portion of the Options Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. Except as provided in Section 2.C. or 2.D. below, no portion of any Award shall vest become vested on the vesting date unless the Participant is then, and become exercisable on each since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the first three anniversaries Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. The Award will become eligible to vest upon achievement of the Date of Grant Granted PSUs goals (each such one-third (1/3) “Performance Goals”), as adopted by the Committee in the first calendar quarter of the Options year in which the Award is granted and communicated. The calculation of the number of Granted PSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on each such anniversary shall be your Fidelity stock plan account. Granted PSUs that become eligible to vest upon the achievement of the Performance Goals are referred to herein as a the “Tranche”) unless previously vested or forfeited in accordance with Eligible PSUs.” In the Plan or this Agreement; provided, however, that event and to the extent then unvestedthat the Performance Goals are not satisfied, such Granted PSUs shall not become eligible to vest and shall be immediately forfeited upon the Committee’s determination that such Performance Goals have not been satisfied (or deemed satisfied). As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of Granted PSUs will become eligible to vest. In no event shall the number of Eligible PSUs exceed 200% of the number of Granted PSUs. All Eligible PSUs shall vest on (i) the later of the third anniversary of the Grant Date or the date of the Committee’s determination of the degree to which the Annual Performance Goals have been satisfied (which shall occur not later than March 1 immediately following the end of the year to which the Annual Performance Goals relate), (ii) in the event of a Corporation Change in Control, the Options shall immediately become vested date or dates described in Section 2.C. below, or (iii) in the event of a termination of the Participant’s employment with the Company and exercisable ifits Affiliates on account of death, Disability or Retirement, the date or dates described in Section 2.D below (the “Vesting Date”). C. In the event of a Corporate Change in Control, subject to the Participant’s continued employment with the Company and its Affiliates through the date of such Corporate Change in Control: (i) if the applicable performance period relating to the Performance Goals has ended prior to the date of such Corporate Change in Control, the Committee shall determine the extent to which the Performance Goals were achieved, if not yet determined, and the Granted PSUs that are eligible to vest based on the achievement of such Performance Goals shall become Eligible PSUs as of immediately prior to such Corporate Change in Control based on the level of achievement so determined; (ii) if the applicable performance period relating to the Performance Goals has not ended prior to the date of such Corporate Change in Control, any outstanding Granted PSUs shall become Eligible PSUs as of immediately prior to such Corporate Change in Control assuming that the Performance Goals are achieved at target; (iii) to the extent the acquiring or surviving entity assumes, continues or substitutes for Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) in connection with the Corporate Change in Control, the Eligible PSUs shall remain outstanding and, subject to the Participant’s continued employment with the acquiring or surviving entity, shall vest in full upon the third anniversary of the Grant Date or, if earlier, upon an Involuntary Employment Action as described in Section 10.C. of the Plan or the Participant’s termination of employment on account of death or Disability; (iv) to the extent the acquiring or surviving entity does not assume, continue or substitute for the Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) in connection with the Corporate Change in Control, the Eligible PSUs shall vest in full as of immediately prior to the Corporate Change in Control; and (v) notwithstanding clause (iii) or (iv) above, with respect to a Participant who is or becomes eligible for Retirement at any time after the Grant Date and on or before the latest Vesting Date described in Section 2.B.(i) above, to the extent required to avoid adverse tax results under Section 409A, the Eligible PSUs (determined after giving effect to clauses (i) and (ii) above) shall vest in full as of immediately prior to the Corporate Change in Control. D. Except as otherwise provided in the Plan or Section 2.C. above, upon termination of the Participant’s employment terminates due with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will immediately terminate, except as follows: (i) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or Permanent DisabilityDisability will, orto the extent not vested previously, become fully vested upon the later of (a) the date of death or Disability of the Participant or (b) the date of the determination of the Eligible PSUs based on the achievement of the Performance Goals and the Committee’s determination thereof (including under Section 2.C. above, in which case the Eligible PSUs (determined after giving effect to Section 2.C. above) will vest as of immediately prior to the Corporate Change in Control), even if such determination occurs following the date of death or Disability of the Participant; and (ii) any portion of the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in Award held by the event of Participant immediately prior to the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvestednot vested previously, will become fully vested upon the later of (a) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided or (b) the date of the determination of the Eligible PSUs based on the achievement of the Performance Goals and the Committee’s determination thereof (including under Section 2.C. above, and with the Eligible PSUs determined after giving effect to Section 2.C. above), and in either case, with respect to fifty percent (50%) of the number of Eligible PSUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSUs covered by such unvested portion for every full year of employment by the total number Company and its Affiliates beyond ten (10) years, up to the remaining amount of months the unvested Eligible PSUs of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to any termination For Cause or any termination for which that particular Tranche insufficient performance, as determined by the Company. D. Notwithstanding anything herein to the contrary, any portion of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests Award held by a Participant or a Participant’s permitted transferee immediately prior to the cessation of the Participant’s employment For Cause shall only become exercisable terminate at the commencement of business on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Granttermination.

Vesting. (a) The Options shall vest as follows: (i) 1/36th of the shares subject to the Option shall be fully vested on the Effective Date; and (ii) subject to the terms herein and the Optionee continuing to perform services for the Company on each applicable vesting dates, the remaining 35/36th of the shares subject to the Option shall vest ratably and become exercisable as follows: one-third (1/3) in equal monthly tranches on the 11th day of each calendar month, based on the passage of time, over 35 consecutive months, commencing on July 11, 2021. Notwithstanding the foregoing, the Options shall vest and become exercisable on each in full upon the termination of the first three anniversaries Optionee’s employment or service with the Company without Cause (if termination is by the Company) or for Good Reason (if termination is by Optionee), as such terms are defined in the employment or service agreement of such Optionee or if such term or terms is not defined in the employment or service agreement or there is not an employment or service agreement, as defined in Section 10 of this Agreement. In lieu of fractional vesting, the number of Options shall be rounded up each time until fractional Options are eliminated. (b) Subject to Sections 3(c) and 4 of this Agreement, Options may be exercised by providing to the Company the Notice of Option Exercise in the form attached hereto as Exhibit A after vesting and remain exercisable until 5:30 p.m. New York time on the date that is the fifth (5th) year anniversary of the date of this Agreement. 1 The per share closing price on the day prior to the Effective Date to be inserted. (c) However, notwithstanding any other provision of Grant (each such one-third (1/3) this Agreement, at the option of the Board in its sole and absolute discretion, all Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or immediately forfeited in accordance with the Plan or this Agreement; provided, however, that to event any of the extent then unvested, the Options shall immediately become vested and exercisable iffollowing events occur: (i) The Optionee purchases or sells securities of the ParticipantCompany without written authorization in accordance with the Company’s employment terminates due to death or Permanent Disabilityi▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy then in effect, orif any; (ii) The Optionee (A) discloses, publishes or authorizes anyone else to use, disclose or publish, without the Participant’s prior written consent of the Company, any proprietary or confidential information of the Company, including, without limitation, any information relating to existing or potential customers, business methods, financial information, trade or industry practices, sales and marketing strategies, employee information, vendor lists, business strategies, intellectual property, trade secrets or any other proprietary or confidential information or (B) directly or indirectly uses any such proprietary or confidential information for the individual benefit of the Optionee or the benefit of a third party; (iii) During the term of employment terminates within or service and for a period of two (2) years after thereafter, the Optionee disrupts or damages, impairs or interferes with the business of the Company or its Affiliates by recruiting, soliciting or otherwise inducing any of their respective employees to enter into employment or other relationship with any other business entity, or terminate or materially diminish their relationship with the Company or its Affiliates, as applicable; (iv) During the term of employment or service and for a Change period of one (1) year thereafter, the Optionee solicits or directs business of any person or entity who is (A) a customer of the Company or its Affiliates at any time or (B) solicited to be a “prospective customer” of the Company or its Affiliates, in Control without Cause any case either for such Optionee or for Good Reasonany other person or entity. FurtherFor purposes of this clause (v), provided“prospective customer” means a person or entity who contacted, in or is contacted by, the event Company or its Affiliates regarding the provision of services to or on behalf of such person or entity; provided that the Optionee has actual knowledge of such prospective customer; (v) The Optionee fails to reasonably cooperate to effect a smooth transition of the ParticipantOptionee’s Retirement, a separate pro-rata portion of each duties and to ensure that the Company is apprised of the three Tranches status of Options (to all matters the extent then unvested) shall immediately become vested, based, Optionee is handling or is unavailable for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s consultation after termination of employment or service of the Optionee if such availability is a condition of any agreement to which the Company and the Optionee are parties; (vi) The Optionee fails to assign all of such Optionee’s rights, title and interest in and to any and all ideas, inventions, formulas, source codes, techniques, processes, concepts, systems, programs, software, computer data bases, trademarks, service marks, brand names, trade names, compilations, documents, data, notes, designs, drawings, technical data and/or training materials, including improvements thereto or derivatives therefrom, whether or not patentable or subject to copyright or trademark or trade secret protection, developed and produced by the Optionee used or intended for any reasonuse by or on behalf of the Company or the Company’s clients; (vii) The Optionee acts in a disloyal manner to the Company, such as making comments, whether oral or in writing, that 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 Compensation Committee mayCompany or its Affiliates or (ii) its directors, officers or stockholders; or (viii) A finding by the Board that the Optionee has acted against the interests of the Company or in a manner that has or may have a detrimental effect on the Company. (d) For purposes of this Agreement, “Affiliate” means with respect to a person or entity, any other person or entity controlled by, in its sole discretioncontrol of or under common control with such person or entity, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise “controlled,” “controlled by,” and “under common control with” shall mean direct or indirect possession of the Options prior power to direct or cause the satisfaction direction of such requirement. Any fractional Options that would result from application management or policies (whether through ownership of this Section 4(avoting securities, by contract or otherwise) shall be aggregated and shall vest on the first anniversary of the Date of Granta person or entity.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred Subject to herein as a “Tranche”) unless previously vested or forfeited earlier vesting in accordance with the Plan or last paragraph of this Section 4 and Section 5 of this Agreement; provided, howeverthe retention bonus shall become vested in accordance with the following schedule (each date specified below being a “Scheduled Vesting Date”), that with each installment treated as a separate payment for purposes of Section 409A: a) [Amount of 1st installment] vests on October 15, 2025 b) [Amount of 2nd installment] vests on October 15, 2026 c) [Amount of 3rd installment] vests on October 15, 2027 Additionally, payout of an installment shall be subject to satisfactory performance by you, as assessed by the Chief Executive Officer of the Company. You will not vest in the retention bonus as to which you would otherwise vest as of a given date if your Termination of Service has occurred at any time prior to the extent then unvestedfirst Scheduled Vesting Date. If you are suspended (with or without compensation) or are otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s Chief Legal Officer due to an alleged violation of the Company’s Code of Conduct, applicable law or other misconduct (a “Suspension Event”), the Options shall immediately become vested and exercisable if: Company has the right to suspend the vesting of the retention bonus until the day after the Company (ias determined by the Chief Legal Officer or his/her designee) has determined (x) the Participant’s employment terminates suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the Recovery Date, you are terminated without Cause, then the provisions of this Section 4 and Section 5 continue to apply notwithstanding the Suspension Event. If you resign (including due to death Retirement) or Permanent Disability, or (ii) are terminated for Cause prior to the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in Recovery Date then the event unvested portions of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until retention bonus will be terminated without any further vesting after the date of Retirement divided the Suspension Event, unless otherwise agreed by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantCompany.

Vesting. The Options shall Restricted Shares that have not previously been forfeited will vest in the numbers and become exercisable as follows: one-third (1/3) on the dates specified in the Vesting Schedule at the beginning of this Agreement. In addition, the Restricted Shares that have not previously vested or been forfeited will vest immediately upon the first to occur of the Options following events: (i) death of the Employee; (ii) Total Disability of the Employee; and, (iii) a Change of Control as defined in the Plan. Notwithstanding the foregoing, the number of Restricted Shares vesting on each date specified in the Vesting Schedule at the beginning of this Agreement may be reduced based upon the relationship of the Company’s actual fully-diluted earnings-per-share (“EPS”) for 2011 to budgeted EPS for 2011, as specifically set forth on Exhibit A attached hereto, as such targets may be amended from time-to-time by the Board. The Committee shall vest determine whether the performance hurdle was achieved as promptly as practicable following review of the Company’s audited fiscal 2011 financial results. In the event that a reduction is applied to the Vesting Schedule at the beginning of this Agreement (a) such a reduction shall occur immediately upon determination by the Committee that the performance hurdle was not achieved and become exercisable (b) if such reduction would cause the number of Restricted Shares subject to vesting on each date specified in the Vesting Schedule to be a fraction of a share, the number of Restricted Shares subject to vesting on each of the first three anniversaries of two dates specified in the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary Vesting Schedule shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that rounded down to the extent then unvested, nearest whole-share while the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due number of Restricted Shares subject to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of vesting on each of the three Tranches of Options (last two dates specified in the Vesting Schedule shall be rounded up to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pronearest whole-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantshare.

Vesting. The Options shall vest and become exercisable as follows: one-third (1/3) of the Options shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment (or consulting, director or advisory services) terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good ReasonReason (including for purposes of this Section 4(a), a termination without Cause by the Company of consulting, director or advisory services). Further, provided, that to the extent then unvested, in the event of the Participant’s Retirement, a separate pro-rata portion of each Retirement where such Retirement is (A) on or after the first anniversary of the three Tranches Date of Options Grant, or (B) prior to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number first anniversary of months worked from the Date of Grant until but following such Retirement the date Participant continues to render services to the Company or one of Retirement divided by its Subsidiaries as a consultant, director or other advisor through the total number first anniversary of months for which that particular Tranche the Date of Grant, Options would have otherwise not previously vested shall immediately become vested, provided however, that, for each Tranche, the pro-rata portion that vests vested upon such occurrence but shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent ). If the Participant’s Retirement occurs prior to the first anniversary of the Date of Grant and following such Retirement, the Participant does not continue to render services to the Company or one of its Subsidiaries as a consultant, director or other advisor through the first anniversary of the Date of Grant, the Options shall become immediately vested on a pro-rata basis based on the number of calendar days the Participant has been employed (or rendered services as a consultant, director or other advisor) by the Company during the period beginning on the Date of Grant and ending on the first anniversary of the Date of Grant (with the remainder of the Options forfeited) but the vested Options shall only become exercisable on the date each Tranche would have otherwise become vested under the schedule described above in this Section 4(a); provided, however, that only one-third of the total Options that became vested by reason of the Retirement of the Participant prior to the first anniversary of the date of Grant shall become exercisable on each such date. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grant.

Vesting. The Subject to the Optionee's not having a Termination of Relationship prior to the applicable vesting date and except as otherwise set forth in Section 7, the Options shall vest become non-forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable as follows: one-third pursuant to this Section 4, the “Vested Options”) in percent ( %) increments on each of , , , and . Upon a Complete Change in Control (1/3other than in connection with a Qualified Public Offering) (such date, the “Option Acceleration Date”), 100% of the Options shall which have not theretofore become Vested Options and which are scheduled to vest and become exercisable on each of the first three anniversaries of remaining vesting dates set forth in the Date of Grant (each such one-third (1/3) of the Options which previous sentence will vest on each the ( ) month anniversary of such anniversary shall be referred Option Acceleration Date, provided that the Optionee remains in continuous employment with or service to herein as the Company or a “Tranche”Subsidiary for the ( ) unless previously vested or forfeited in accordance with the Plan or this Agreementmonth period following such Option Acceleration Date; provided, however, that in the event that the Participant has a Termination of Relationship during the period of time following the date of such Option Acceleration Date and prior to the extent then unvested( ) month anniversary of such Option Acceleration Date, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death as a result of his or Permanent her death, Disability, or (ii) termination from employment or services by the Participant’s employment terminates within two years after Company or a Change in Control Subsidiary without Cause or for resignation from employment or services with Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise 100% of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary date of such Termination of Relationship. All decisions by the Committee with respect to any calculations pursuant to this Section 4 (absent manifest error), including the Committee's determination of whether and the date on which a Complete Change in Control or an Option Acceleration Date occurs shall be final and binding on the Optionee. Except as otherwise provided herein, all unvested Options will immediately terminate upon a Termination of GrantRelationship (after giving effect to any vesting in connection with such Termination of Relationship).

Vesting. The Options shall Restricted Shares that have not previously been forfeited will vest in the numbers and become exercisable as follows: one-third (1/3) on the dates specified in the Vesting Schedule at the beginning of this Agreement. In addition, the Restricted Shares that have not previously vested or been forfeited will vest immediately upon the first to occur of the Options following events: (i) death of the Employee; (ii) Total Disability of the Employee; and, (iii) a Change of Control as defined in the Plan. Notwithstanding the foregoing, the number of Restricted Shares vesting on each date specified in the Vesting Schedule at the beginning of this Agreement may be reduced based upon the relationship of the Company’s actual fully-diluted earnings-per-share (“EPS”) for 2012 to budgeted EPS for 2012 and the achievement of positive net income for 2012, as specifically set forth on Exhibit A attached hereto, as such targets may be amended from time-to-time by the Board. The Committee shall vest determine whether the performance hurdle was achieved as promptly as practicable following review of the Company’s audited fiscal 2012 financial results. In the event that a reduction is applied to the Vesting Schedule at the beginning of this Agreement (a) such a reduction shall occur immediately upon determination by the Committee that the performance hurdle was not achieved and become exercisable (b) if such reduction would cause the number of Restricted Shares subject to vesting on each date specified in the Vesting Schedule to be a fraction of a share, the number of Restricted Shares subject to vesting on each of the first three anniversaries of two dates specified in the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary Vesting Schedule shall be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or this Agreement; provided, however, that rounded down to the extent then unvested, nearest whole-share while the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due number of Restricted Shares subject to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of vesting on each of the three Tranches of Options (last two dates specified in the Vesting Schedule shall be rounded up to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pronearest whole-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of Grantshare.

Vesting. The Options Subject to the provisions contained herein, your option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service. Notwithstanding the foregoing, the following provisions shall vest apply: (a) In the event your Continuous Service is terminated due to your Disability, then the vesting and become exercisable exercisability of your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-six (36) months (or such lesser period of time as follows: oneis determined by the Board) after the date of such termination. (b) In the event your Continuous Service is terminated due to your death or in the event that you die within 3 months following the termination of your service for any reason other than Cause, then the vesting and exercisability of your option shall accelerate in an amount equal to the lesser of (i) the then remaining unvested shares covered by your option, and (ii) the number of shares subject to your option that would have vested had you remained in Continuous Service for thirty-third six (1/336) months (or such lesser period of time as is determined by the Board) after the date of such termination. (c) In the event of either a Change in Control or a Corporate Transaction that is not a license, and you have not terminated your Continuous Service prior to the effective date of the Options shall vest Change in Control or Corporate Transaction, then the vesting and become exercisable on each exercisability of your option will be accelerated in full upon the first three anniversaries effective date of the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary shall be referred to herein as a “Tranche”) unless previously vested Change in Control or forfeited in accordance with the Plan or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if:Corporate Transaction. (i) If any payment or benefit you would receive from the Participant’s Company or otherwise in connection with a Change in Control or other similar transaction (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment terminates due taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to death or Permanent Disabilitythe Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, orthe reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (ii) Notwithstanding the Participant’s employment terminates foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within two years after the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (iii) Unless you and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of a Change in Control without Cause triggering the Payment shall perform the aforementioned calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for Good Reasonthe individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. FurtherThe Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting firm engaged to make the determinations hereunder to provide its calculations, providedtogether with detailed supporting documentation, in to you and the event Company within fifteen (15) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by you or the Company) or such other time as requested by you or the Company. (iv) If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked from the Date of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application paragraph of this Section 4(a1(c) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, you shall be aggregated and shall vest on promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first anniversary paragraph of this Section 1(c) so that no portion of the Date remaining Payment is subject to the Excise Tax. For the avoidance of Grantdoubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 1(c), you shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

Vesting. The Options shall RSUs ultimately earned by the Employee will vest on [Vest Date] (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and become exercisable as follows: one-third will be immediately settled in shares of Common Stock and be immediately transferable thereafter (1/3but in any event within 70 days) upon the occurrence of any of the Options following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and become exercisable be settled under this Section 1(c). For purposes herein, upon a Change in Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then-completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company achieved “target” performance on each of the first three anniversaries performance measures for such year(s), resulting in the payment of 100% of the Date of Grant (each such one-third (1/3) of the Options which vest on each total target RSU award amount of this grant relating to such anniversary shall year(s). All RSUs will be referred to herein as a “Tranche”) unless previously vested or forfeited in accordance upon termination of the Employee’s employment with the Plan Employer before the Vesting Date for a reason other than death, Disability or this Agreement; provided, however, that to the extent then unvested, the Options shall immediately become vested and exercisable if: (i) the Participant’s employment terminates due to death or Permanent Disability, or (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, in the event of the Participant’s Retirement, a separate pro-rata portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, on the number of months worked retirement from the Date Company upon or after attaining age 62 and 10 Years of Grant until the date of Retirement divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, the pro-rata portion that vests shall only become exercisable on the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise of the Options prior to the satisfaction of such requirement. Any fractional Options that would result from application of this Section 4(a) shall be aggregated and shall vest on the first anniversary of the Date of GrantService.

Vesting. The Options shall 4.1 Except as otherwise provided herein, provided that the Grantee remains in Continuous Service through the applicable vesting date, the RSUs will vest and according to the vesting schedule set forth below (the “Vesting Date(s)”). Once vested, the RSUs become exercisable as follows: one-third (1/3) “Vested Units.” [VESTING DATE] [number/percentage of shares that vest] [VESTING DATE] [number/percentage of shares that vest] [VESTING DATE] [number/percentage of shares that vest] 4.2 Notwithstanding the Options shall vest and become exercisable on each of foregoing, if the first three anniversaries of Grantee’s Continuous Service terminates for any reason at any time before any Vesting Date, the Date of Grant (each such one-third (1/3) of the Options which vest on each such anniversary Grantee’s unvested RSUs shall be referred automatically forfeited upon such termination of Continuous Service and neither the Company nor any Affiliate shall have any further obligations to herein as a “Tranche”) unless previously vested or forfeited in accordance with the Plan or Grantee under this AgreementAgreement[pro rata vesting - ; provided, however, that to notwithstanding the extent then unvestedforegoing, if the Options shall immediately become vested and exercisable if: (i) the Participant’s Grantee ceases employment terminates due to death or Permanent by reason of death, Disability, or or normal or early retirement (ii) the Participant’s employment terminates within two years after a Change in Control without Cause or for Good Reason. Further, provided, as determined in the event discretion of the Participant’s RetirementCommittee), a separate pro-rata prorated portion of each of the three Tranches of Options (to the extent then unvested) shall immediately become vested, based, for each Tranche, unvested RSUs will vest based on the number of months worked from the first day of the month of the Award Date of Grant until to the date of Retirement termination date, divided by the total number of months for which that particular Tranche of Options would have otherwise become vested, provided however, that, for each Tranche, from the pro-rata portion that vests shall only become exercisable on Award Date to the date each such Tranche would have otherwise become vested under the schedule described above in this Section 4(a) absent such Retirement. Notwithstanding the foregoing sentences, upon a Participant’s termination of employment for any reason, the Compensation Committee may, in its sole discretion, waive any requirement for vesting then remaining and permit, for a specified period of time consistent with the first sentence of Section 4(b) hereof the exercise end of the Options Restricted Period, less the number of shares that have vested prior to the satisfaction of such requirement. Any fractional Options that would result from application of termination date]. 4.3 Notwithstanding this Section 4(a4, if a Change in Control occurs and the Participant’s Continuous Service is terminated by the Company without Cause (other than for death or Disability) or by the Participant for Good Reason, in either case, within 12 months following the Change in Control, 100% of the RSUs shall become immediately vested and the settlement of the RSUs pursuant to Section 7.1 shall be aggregated and shall vest on the first anniversary promptly made, but in no event later than thirty (30) days following such termination of the Date of GrantContinuous Service.