Common use of Vesting Clause in Contracts

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Bonus shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Bonus becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ] and [ ] and shall be measured on [ ] (the “Measurement Date”). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Bonus, if any, that becomes vested and non-forfeitable at the Measurement Date shall be determined based on in accordance with the level of achievement following schedule: (c) The Bonus shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the performance metrics set forth on Exhibit A (such performance metrics, Bonus have been satisfied; provided the “Performance Metrics”) over Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUsDate. Any PRSUs The Committee shall make this determination within sixty (and any related Dividend Equivalents60) that are determined not to be earned and vested at the end of days after the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria Date (the date of such determination, the “Determination Date”). As soon as reasonably practicable following This determination shall be based on the Determination Date (but no later than March 15th actual level of the year following the year in which the end Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the Measurement Period occurs)Performance Goal other than that actually achieved, all earned and vested PRSUs provided that the Committee’s good faith determination shall be settled. (b) In final, binding and conclusive on all persons, including, but not limited to, the Company and the Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the occurrence of a Change in Control during Grantee, adversely affects the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as ability of the Change Grantee to satisfy the Performance Goal or in Control, then (w) any way prevents the effective date satisfaction of the Change Performance Goal. Any portion of the Bonus that does not become vested and non-forfeitable in Control accordance with this Section 2 shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationforfeited. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for Provided the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided Grantee meets any applicable vesting requirements set forth in this Stock Option Agreement, and provided that the consummation of a Change Stock Price Hurdle (as defined below) is met, except as set forth in Control) (the “Measurement Period”). Subject to the terms Sections 3 and conditions of this Agreement5 below, the number of PRSUs that Option awarded under this Stock Option Agreement shall be deemed earned and vested, if any, shall be determined based on the level of vest as follows: (subject to achievement of the performance metrics set forth on Exhibit A (such performance metrics, Stock Price Hurdle) 3rd Anniversary of the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 20050% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end shares Date of Grant 4th Anniversary of the Measurement Period shall be forfeited and cancelled for no value without further action Remaining 50% of the Participant or the Company. As soon as reasonably practicable following the end shares Date of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled.Grant (b) In Notwithstanding the event foregoing, the Option will only vest if the closing price of the occurrence Company’s Common Stock on the New York Stock Exchange equals or exceeds $4.90 per share for ten consecutive trading days ending on or after June 6, 2015 (the “Stock Price Hurdle”), except as provided in Sections 3 and 5 below. If the Stock Price Hurdle has not been met on the third anniversary of a Change in Control during the Measurement Period where Date of Grant, the PRSUs are not assumed or exchanged for an equivalent substitute award Option with respect to 50% of the shares will vest on the first date after the third anniversary on which the Stock Price Hurdle is met, provided the Grantee remains employed by the Company or its successor: (i) a Subsidiary through the applicable vesting date. If the Participant Stock Price Hurdle has not been met by the fourth anniversary of the Date of Grant, the Option with respect to the remaining 50% of the shares will vest on the first date after the fourth anniversary on which the Stock Price Hurdle is met, provided the Grantee remains employed by the Company as of or a Subsidiary through the Change applicable vesting date. The Stock Price Hurdle must be met by June 5, 2022 in Control, then (w) order for the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and Option to vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationunder this Section 2. (iic) If the Participantvesting schedule above would produce a fractional share, the portion of the Option that is exercisable shall be rounded down to the nearest whole share. (d) Except as provided in Sections 3, 4 and 5 below, no portion of the Option will vest after the Grantee’s employment with the Company and its Subsidiaries has terminated for any reason. In the event of any termination of employment, the Grantee will forfeit the portion of the Option that does not vest either before the Change in Control by the Company on account of the Participant’s death termination date or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective applicable date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change designated in Control shall be forfeited and cancelled with no considerationSections 3, 4 or 5.

Vesting. (a) The performance period for Option shall vest with respect to the PRSUs Applicable Percentage (as defined herein) of Option Shares if and only so long as Executive is and has continued to be employed by the Company or any of its Subsidiaries through such vesting date. The Applicable Percentage shall mean that the Option shall vest over five (5) years with 20% of the Option Shares vesting on the first anniversary of the effective date of the Employment Agreement and 1/60th of the Option Shares vesting on a monthly basis thereafter until the Option is 100% vested (i.e., over four years). Notwithstanding anything to the contrary herein, the Applicable Percentage shall not increase once the Executive ceases to be employed by the period beginning January 1, 2024 Company or its Subsidiaries except and ending on December 31, 2026 (or, if earlier and as otherwise solely to the extent provided in this the Employment Agreement; provided, however, that if Executive’s continuous service with the Company or its Subsidiaries is involuntarily terminated without Cause prior to the first anniversary of the effective date of the Employment Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that Option shall be deemed earned and vested, if any, shall be determined based on the level of achievement 20% vested as of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledtermination date. (b) In Until such time as the event Option has expired pursuant to this Agreement, Executive may exercise the Option pursuant to Section 2 above whether or not such Option has vested pursuant to subsection (a) above: provided that Executive shall enter into a restricted stock agreement with respect to such Option Shares in form and substance satisfactory to the Board in its sole discretion (it being understood that such restricted stock agreement will provide, among other things, that the Option Shares issued in respect of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as unvested portion of the Change in Control, then (w) the effective date of the Change in Control shall Option will continue to be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion subject to vesting (pursuant to Section 6(bthe same vesting schedule as provided in subsection (a) above)) , the untested Option Shares shall be subject to repurchase at the lower of Original Cost and Fair Market Value and Executive shall grant a proxy to give to Parthenon the vote for all of the Target PRSUs as of the Change unvested Option Shares in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationParthenon’s sole discretion.

Vesting. (a) A. The performance period for the PRSUs Grantee shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation credited with a number of a Change in Control) (the “Measurement Period”). Subject Restricted Stock Units equal to the terms and conditions Target Number of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be Restricted Stock Units multiplied by a “Vesting Percentage” determined based on the Company's Earnings from Operations (as defined below) for the last three quarters of the Company's 2014 fiscal year (the “Performance Period”) in accordance with the following table: If the Company's actual level of achievement Earnings from Operations for the Performance Period is between the “Threshold” and “Target” performance levels or between the “Target” and “Stretch” performance levels, the Vesting Percentage will be determined by linear interpolation between the Vesting Percentages for those two levels. In no event will the Vesting Percentage be greater than one hundred fifty percent (150%). The number of Restricted Stock Units credited to the Grantee pursuant to this Section 3(A), as certified by the Committee based on the satisfaction of the performance metrics set forth on Exhibit A (such performance metricscriteria above, is referred to herein as the “Performance Metrics”) over Credited Restricted Stock Units.” Notwithstanding the Measurement Periodforegoing provisions, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of if either a Change in Control during (as defined in the Measurement Period where Employment Agreement) or the PRSUs are not assumed death or exchanged for an equivalent substitute award by Disability (as such term is defined in the Company or its successor: (iEmployment Agreement) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be Grantee occurs before the last day of the Measurement PeriodPerformance Period and while the Grantee is employed by the Company, (x) the Participant number of Credited Restricted Stock Units for purposes of the Award shall earn and vest in be equal to the Target PRSUs Number of Restricted Stock Units. Restricted Stock Units that are not Credited Restricted Stock Units, after giving effect to the foregoing provisions, as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement PeriodPerformance Period (or, if earlier, the date of such a Change in Control or death or Disability (x) as such term is defined for purposes of the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)Employment Agreement) of the Target PRSUs as Grantee) shall immediately terminate and be cancelled. B. The “Threshold,” “Target” and “Stretch” levels of Earnings from Operations to be used to determine the Vesting Percentage under Section 3(A) will be established by the Committee in connection with the grant of the Change in Control as if Award. C. For purposes of this Award, “Earnings from Operations” means: the Company's earnings from operations for the Performance Metrics had been achieved at Period as calculated in accordance with generally accepted accounting principles (“GAAP”), but adjusted (without duplication) to exclude the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date financial statement impact of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.following items:

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Except as otherwise provided in this Agreementset forth below, the consummation of a Change Restricted Stock Rights to which Grantee is entitled shall vest in Controlthe following manner: (i) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 20033% of the Target PRSUs. Any PRSUs Restricted Stock Rights will vest on the first anniversary of the Determination Date, (ii) an additional 34% of the Restricted Stock Rights will vest on the second anniversary of the Determination Date, and any related Dividend Equivalents(iii) that are determined not the final 33% of the Restricted Stock Rights will vest on the third anniversary of the Determination Date. (b) Upon Grantee’s Separation from Service due to be earned and vested death, Disability, Retirement, Impaction or Change in Control prior to the end of the Performance Period, Grantee shall vest in a pro rata portion of the Restricted Stock Rights to which Grantee is entitled at the end of the Measurement Performance Period as described in Subsection 13.1(a)(iii)(3) of the Plan. The number of Restricted Stock Rights to which Grantee is entitled hereunder shall be forfeited and cancelled for no value without further action of determined at the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement conclusion of the Performance Metrics and Period based upon actual performance during the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledPerformance Period. (bc) In the event of the occurrence of a Upon Grantee’s Separation from Service due to death, Disability, Retirement, Impaction or Change in Control during after the Measurement Period where conclusion of the PRSUs are not assumed or exchanged for an equivalent substitute award by Performance Period, nonvested Restricted Stock Rights shall become 100% vested in accordance with Subsection 13.1(a)(iii)(3) of the Company or its successor:Plan. (id) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level Upon Grantee’s involuntary or voluntary Separation from Service for any reason other than those set forth in Exhibit ASubparagraphs (b) and (c) above, (y) such Target PRSUs the Restricted Stock Rights, if not previously vested, shall be settled on the effective date of the Change of Control canceled and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationimmediately. (iie) If the ParticipantUpon Grantee’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disabilitySeparation from Service for Cause, then (w) the effective date of the Change in Control all nonvested Restricted Stock Rights shall be the last day of the Measurement Period, (x) the Participant shall earn canceled and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationimmediately.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms terms, conditions, and conditions of this Agreementlimitations set forth herein, the number Vesting Date for the Restricted Shares shall occur on [the third anniversary of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control grant set forth above (and on such date the Restricted Shares shall be become 100% vested)], provided that the last day Grantee is a full-time employee of Atlanticus (or one of its Affiliates) from the Measurement PeriodDate of Grant through the applicable date [and the performance criteria applicable to the Restricted Shares eligible to vest on such vesting date, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit AA attached hereto, are satisfied]. [Provided that the Grantee is a full-time employee of Atlanticus (yor one of its Affiliates) at the time of a “Change in Control,” any Restricted Shares that theretofore have not vested shall immediately vest upon a “Change in Control.”] Notwithstanding the foregoing, any Restricted Shares that theretofore have not vested shall immediately vest upon termination by Atlanticus (or its Affiliates) of Grantee’s employment other than for Cause or in the case of death or Disability of Grantee [provided that the performance criteria applicable to such Target PRSUs Restricted Shares have been satisfied at such time]. A transfer of Grantee from Atlanticus to a subsidiary or vice versa shall be settled on not constitute a termination for these purposes. Upon vesting, Atlanticus shall retain (or if it is not then holding the effective date shares, receive) shares of Common Stock having a Fair Market Value, at the time of vesting, equal to the Tax Withholding, unless prior to the Vesting Date the Grantee has made arrangements satisfactory to Atlanticus regarding the payment of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant Tax Withholding. The Grantee is permitted to make an election under Section 6(b)83(b) of the Target PRSUs as Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Change Code) or under similar laws with respect to the Restricted Shares in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date accordance with Section 18.05 of the Change of Control and (zPlan. In the event Grantee makes a permissible Section 83(b) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on election with respect to Restricted Shares, the Change Grantee is required to pay the tax withholding to Atlanticus in Control shall be forfeited and cancelled with no considerationcash.

Vesting. (a) The performance period for One-sixth of the PRSUs Performance Awards shall be vest on the period beginning January 1, 2024 Effective Date and ending on each of December 31, 2026 2020, December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024, in each case, so long as Executive remains continuously employed by the Company from the Effective Date through each such vesting date. Upon a termination of Executive’s employment with the Company by the Company for Cause, Executive will forfeit without consideration all vested (or, if earlier but unpaid) and unvested portions of the Performance Awards and all rights arising from the Performance Awards and from being a holder thereof. Upon a termination of Executive’s employment with the Company by the Company without Cause or as otherwise provided in this Agreement, the consummation a result of a Resignation for Good Reason prior to December 31, 2024, (i) if such termination is on or within 12 months following a Change in of Control (as defined below), any unvested portion of the Performance Awards shall become fully vested; (ii) if such termination is prior to a Change of Control or more than 12 months following a Change of Control, one-sixth of the Performance Awards shall become fully vested; (iii) after giving effect to the foregoing clauses (i) and (ii), Executive will forfeit without consideration all remaining unvested portions of the “Measurement Period”). Subject Performance Awards and all rights arising from such unvested portions of the Performance Awards and from being a holder thereof; and (iv) Executive will retain all vested portions of the Performance Awards subject to the terms and conditions of set forth herein and in the applicable award documentation. The accelerated vesting described in this Agreement, the number of PRSUs that paragraph shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero subject to 200% of the Target PRSUs. Any PRSUs Executive’s timely execution (and non-revocation in any related Dividend Equivalentstime provided to do so) that are determined not of a release of claims in a form reasonably satisfactory to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following For the end avoidance of the Measurement Perioddoubt, the Committee shall determine the level upon a termination of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the ParticipantExecutive’s employment with the Company terminated before the Change in Control by the Company on account as a result of the ParticipantExecutive’s resignation other than a Resignation for Good Reason or Executive’s death or disability, then Executive will (wi) the effective date forfeit without consideration all unvested portions of the Change in Control shall be the last day Performance Awards and all rights arising from such unvested portions of the Measurement Period, Performance Awards and from being a holder thereof and (xii) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) retain all vested portions of the Target PRSUs as of Performance Awards subject to the Change in Control as if the Performance Metrics had been achieved at the Target level terms and conditions set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationherein.

Vesting. The bonus amount to be paid hereunder will vest and become payable upon final determination of the amount to be paid by the Corporation and the Committee, provided, however, that if such determination is made by the Committee prior to the Corporation’s filing with the Securities and Exchange Commission (“SEC”) of its annual report on Form 10-K that relates to the financial results for the applicable Performance Period, then the bonus amount to be paid hereunder will not vest and become payable until after such filing is complete. Notwithstanding the foregoing, all unvested Awards (and a bonus payment at Recipient’s Bonus Opportunity) shall immediately vest and become payable upon the occurrence of the following: (a) The performance termination of Recipient’s employment by reason of the death or Disability of Recipient; or (b) Recipient’s employment is terminated by the Corporation in anticipation of a Change of Control, or (c) Recipient is employed by the Corporation or an affiliate thereof at the time a Change of Control occurs, and at any time during the 18-month period following such Change of Control (provided that the bonus payment provided for hereunder shall have not already become due and been paid): (i) Recipient’s employment is terminated by the PRSUs Corporation or an affiliate thereof for any reason other than for death, Disability or Cause, or (ii) Recipient terminates his/her employment for Good Reason within one year following the initial existence of the conditions giving rise to such Good Reason; provided, however, that in the event any of the foregoing triggering events occurs after the end of the Performance Period but prior to the vesting of the Awards, then the amount of the bonus payment to Recipient shall be the period beginning January 1amount that would be due hereunder based on the performance of the Recipient’s Reporting Unit calculated in accordance with the Bonus Percentages set forth in Schedule A hereto (i.e., 2024 it shall not be paid at Recipient’s Bonus Opportunity, but shall be paid based on the Total Bonus Percentage for Recipient’s Reporting Unit multiplied by Recipient’s Bonus Opportunity), and ending on December 31, 2026 such award shall not vest and become payable until final determination of the amount to be paid by the Corporation and the Committee (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject such determination is made prior to the terms and conditions Corporation’s filing with the SEC of this Agreement, its annual report on Form 10-K that relates to the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on financial results for the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “applicable Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to then after such criteria (the date of such determination, the “Determination Date”filing is complete). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The If Employee remains continuously employed by the Company from the Grant Date through December 31, 2023, 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 period for objectives set forth in the PRSUs shall be Notice (“Performance Objectives”) during the period beginning commencing on January 1, 2024 2021 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) 2023 (the “Measurement Performance Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably administratively practicable following the Determination Date (but no later than March 15th of the year following the year in which after the end of the Measurement Performance Period occurs(or such earlier date as set forth in Sections 2(b), all earned (c), (d) or (e)), 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 PRSUs shall be settledin Employee as a result of such achievement. (b) In If on or after the event eighteen-month anniversary of the occurrence Grant Date and prior to the end of a Change in Control during the Measurement Performance Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the Participant is employed by definition of “Change of Control” under the Plan) of the Company occurs, (ii) Employee incurs a “Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the definition of “disability” under the Company’s long-term disability plan), or (iii) Employee’s employment terminates due to Employee’s death, this Performance Award shall vest on the earliest of such events at the greater of the Change “Determined Percentage” (as defined below) and the “target” levels of performance as set forth in Controlthe Notice. For this purpose, then the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if (w1) the effective date of the Change in Control shall be the last day of the Measurement Period, Performance Period was the Determination Date (xas defined below) and the Performance Objectives were measured as of such date and (2) the Participant shall earn dollar amount levels for “entry,” “target” and vest in the Target PRSUs as of the Change in Control as if “overachievement” with respect to the Performance Metrics had been achieved at Objectives relating to the Target level EBITDA Component set forth in Exhibit Athe Notice were each prorated by multiplying the applicable dollar amount level by a fraction, (y) such Target PRSUs shall be settled the numerator of which is the number of calendar quarters during the period beginning on January 1, 2021 and ending on the effective Determination Date, and the denominator of which is 12 (such prorated levels being referred to herein as the “Prorated EBITDA Objectives”). As soon as administratively practicable after the date of the Change 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 Control and units of deferred Stock that vest as a result of such achievement. As used in this Agreement, the term “Determination Date” means (zA) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on with respect to the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account TSR Component of the Participant’s death or disabilityPerformance Award, then (w) the effective date of the Change in Control shall be applicable vesting event, and (B) with respect to the last day EBITDA Component of the Measurement PeriodPerformance Award, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) most recently completed fiscal quarter of the Target PRSUs as of Company coincident with or next preceding the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationapplicable vesting event.

Vesting. (a) The performance period for Subject to Section 8 and the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided paragraphs in this AgreementSection below, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms Award shall vest and conditions of this Agreementbecome nonforfeitable upon, and subject to, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such hurdles and applicable time-based vesting requirements described in Annex A. The Administrator shall determine whether the applicable performance metricshurdles have been achieved, and the vesting of the Share Units is subject to the Administrator’s determination. If the Participant is a party to an employment or similar agreement with the Company or any Subsidiary that includes provisions addressing the vesting of equity awards, the “Performance Metrics”) over the Measurement PeriodAward shall also become vested as provided in such agreement (including, without limitation, in connection with the number of PRSUs that may be earned and vested ranging from zero to 200% certain qualifying terminations of the Target PRSUsParticipant’s employment and/or qualifying change in control transactions). Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end portion of the Measurement Period shall be forfeited and cancelled for no value without further action of Award that is not considered eligible to vest following the Participant or the Company. As soon as reasonably practicable Administrator’s determination following the end of the Measurement Periodapplicable performance period as a result of performance results for the performance period, the Committee all as determined in accordance with Annex A, shall determine the level of achievement of the Performance Metrics terminate and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable be forfeited following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed Administrator’s determination. ​ Unless otherwise provided by an employment agreement or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment similar agreement with the Company terminated before that addresses the Change vesting of equity awards in Control by the Company on account event of the Participant’s death or disability, upon a termination of the Participant’s employment with the Company by the Company due to Participant’s death or disability, Participant will vest in a pro-rata portion of the target number of Share Units specified in Section 2 (“Target Shares”) that are then outstanding and unvested. The pro-rata portion will be calculated as follows: (wTarget Shares ÷ number of days from Award Date to original vesting date specified in Annex A (including both beginning and end date)) x number of days from the effective Award Date to the date of termination due to death or disability. Any partial shares will be rounded down to the Change nearest whole share. Disability as used in Control this paragraph shall be mean a physical or mental impairment which, as reasonably determined by the last day Company, renders Participant unable to perform the essential functions of Participant’s employment with the Measurement PeriodCompany, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled even with a reasonable accommodation that does not impose an undue hardship on the effective date of the Change of Control and (z) Company, for more than 90 days in any PRSUs (and any related Dividend Equivalents) 180-day period, unless a longer period is required by federal, state or local law, in which case that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlonger period would apply.

Vesting. (a) The performance period for With respect to the PRSUs shall be PSUs that vest in accordance with the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in terms of this Agreement, the consummation Grantee shall be entitled to receive a number of shares of Company Stock (each, a Change in Control“Share”) (equal to the number of PSUs subject to the Grant times the “Measurement Period”). Subject Payment Percentage” set forth opposite the “Achievement Percentile” set forth on Exhibit A attached hereto, subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A attached hereto. Subject to Paragraphs 3 and 7 below, and further subject to satisfaction of the Performance Goals (as defined below), the Grantee shall be issued such Share(s) with respect to the vested PSUs within sixty (60) days following the later of: (i) the date that the Committee determines and certifies the Achievement Percentile attained with respect to the performance goals set forth on Exhibit A attached hereto (“Performance Goals”) with respect to the thirty-four (34)-month period beginning on the third month of the fiscal year of the Company in which the Date of Grant occurs (such performance metricsthirty-four (34)-month period, the “Performance MetricsPeriod”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determinationCommittee certification, the “Determination Performance-Based Vesting Date”). As soon as reasonably practicable following ; and (ii) the Determination Date (but no later than March 15th three-year anniversary of the year following Date of Grant (the year in which “Time-Based Vesting Date”, and the end later of the Measurement Period occursTime-Based Vesting Date and the Performance-Based Vesting Date, the “Vesting Date”), all earned and vested PRSUs shall be settled. (b) In subject to the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Grantee’s continuous employment by the Company or its successor: (i) If Employer from the Participant is Date of Grant until the Vesting Date. All unvested PSUs will be forfeited for no consideration if the Grantee ceases to be employed by the Company Employer for any reason other than Disability (as defined below), death, Retirement (as defined below), or as expressly provided in Paragraph 7 of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationthis Agreement. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) for the last two fiscal years (that is, the fiscal years ending and ) during the three-year period beginning , and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending and and shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Two Fiscal Years Ending [ ] and [ ] Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for Grantee must continue as an active employee of an Employing Company during the PRSUs shall be Performance Period and through the period beginning January 1, 2024 and ending date on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, which the consummation of a Change in Control) (Committee certifies whether the “Measurement Period”). Subject Performance Goal relating to the terms and conditions Performance Period has been achieved, subject to the Employing Company’s right to terminate the Grantee’s employment at any time, performing such duties consistent with his capabilities. A prorated value of this Agreement, the Performance Award will vest based upon the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on complete months worked by the level of achievement of Grantee during the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, in the event of a Grantee’s termination of employment during the Performance Period by reason of Retirement, death, Disability or Termination with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not Consent, to be earned calculated and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable delivered following the end of the Measurement Periodrelevant Performance Period in accordance with paragraph 2 hereof, provided that the Committee shall determine relevant Performance Goal for the level of achievement Performance Period is achieved and subject to the Committee’s negative discretion. The remaining value of the Performance Metrics and Award is forfeited immediately upon the percentage Grantee’s termination of employment without consideration or further action being required of the Target PRSUs earned pursuant to such criteria (Corporation or the date Employing Company. Except as provided in Section 5 of such determinationthis Agreement, notwithstanding any other terms or conditions of the Plan, the “Determination Date”). As soon as reasonably practicable following Administrative Regulations or this Agreement to the Determination Date (but no later than March 15th of the year following the year contrary, in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence Grantee’s termination of a Change in Control during employment, the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company Grantee’s rights under this Agreement will terminate effective as of the Change date that the Grantee is no longer actively employed by an Employing Company and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in Controlthe event of termination of the Grantee’s employment (whether or not in breach of local labor laws), then (w) the effective Grantee’s right to receive Shares pursuant to the Performance Award after such termination, if any, will be measured by the date of the Change in Control shall be the last day termination of the Measurement Period, (x) Grantee’s active employment and will not be extended by any notice period mandated under local law; the Participant Committee shall earn and vest in have the Target PRSUs as exclusive discretion to determine when the Grantee is no longer actively employed for purposes of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationAward. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as Unless otherwise provided in this Agreement, the consummation Units granted under this Agreement shall vest and become payable in Shares as of a Change each of the Vesting Dates (specified in Controlthe attached Schedule A, Section 6), (i) to the extent the performance goals (the “Measurement Performance Goals”) applicable to the performance period (the “Performance Period”)) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary (or one of the Company’s affiliates) from the Grant Date through each of the Vesting Dates. Subject to the terms and conditions of this Agreement, the The number of PRSUs Units that shall be deemed earned and vested, if any, eligible to vest on each of the Vesting Dates shall be equal to (i) the total number of Units that are determined to be eligible to vest based on the level of achievement attainment of the performance metrics set forth on Exhibit A Performance Goals in accordance with Section 2(b) hereof, divided by (such performance metrics, the “Performance Metrics”ii) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs Vesting Dates. (and any related Dividend Equivalentsb) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following after the end completion of the Measurement PeriodPerformance Period and no later than the first Vesting Date, the Committee shall determine the actual level of achievement attainment of the Performance Metrics and Goals. On the percentage basis of the Target PRSUs earned pursuant to such criteria (determination of the date level of such determinationattainment of the Performance Goals, the “Determination Date”number of Units that are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). As soon The Committee may make such adjustments in accordance with the attached Schedule A, Section 4 to the Performance Goals (and to the method of determining the performance attainment level) as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year Committee in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledits sole discretion deems appropriate. (bc) In The Participant shall have no rights to the event Shares until the Units have vested. Prior to settlement, the Units represent an unfunded and unsecured obligation of the occurrence of Company. (d) To the extent permissible under applicable local law, if the Participant commences working on a Change part-time basis, then the vesting schedule specified in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Section 2(a) and on Schedule A may be adjusted by the Company or in its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationsole discretion. (iie) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Participant’s death or disabilityCompany, then (w) the effective date of the Change as defined in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)424(f) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationCode.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this AgreementFor any Award Period, the consummation following number of Performance Shares shall vest if and only if a Change Management Representative (defined below) or the Compensation Committee, as applicable, determines, in Controlaccordance with this Paragraph 4, that the Performance Target (as defined in Paragraph 4(e)(iii)) (for that Award Period has been met by the “Measurement Period”). Subject to Trust: If there are any Performance Shares that have not vested after Management’s Representative or the terms and conditions of this AgreementCompensation Committee, as applicable, has determined the number of PRSUs Performance Shares that shall be deemed earned and vested, if any, shall be determined based on will vest with respect to the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement final Award Period, with the number of PRSUs that may then any and all then-remaining Performance Shares which have not vested shall terminate and be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledforfeited. (b) In Within sixty (60) days after the event end of each Award Period, Management’s Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Grantee (or the executors or administrators of the Grantee’s estate) of such determination. If Management’s Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Grantee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control during Control. (d) As soon as reasonably practicable after the Measurement Period where vesting of all or any portion of the PRSUs are Performance Shares, the Trust shall notify Grantee or the Grantee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Tax Notice”). Grantee or Grantee’s legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not assumed be required to remove the restrictions on such Shares until such time as the Grantee or exchanged for an equivalent substitute award the Grantee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Company Trust from time to time, may permit the Grantee or its successor: the Grantee’s legal representative to satisfy the Trust’s minimum statutory tax withholding obligations as determined by the Trust’s accounting department through (i) If the Participant is employed sale of all or a portion of such Shares resulting from this Agreement through the employer’s broker or (ii) by returning to the Company Trust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot be returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Grantee or Grantee’s legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the Trust all or a portion of the Change in ControlShares issued under this Agreement; or (ii) withholding the required amounts from other amounts due the Grantee or Grantee’s legal representative, then (w) as applicable. The Trust is authorized to pay over to the effective date of the Change in Control appropriate authority, all federal, state, county, city or other taxes as shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) required pursuant to any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlaw or governmental regulation or ruling. (iie) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account For purposes of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.this Agreement:

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Except as otherwise provided in this AgreementSection 4 and Section 5, the consummation of a Change in Control) (the “Measurement Period”). Subject Stock Units shall become vested according to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics vesting schedule set forth on Exhibit A in the Notice of Award (such performance metricseach, the a “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Vesting Date”). As soon as reasonably practicable following , provided that the Determination Participant continues to be employed by, or provide service to, the Company or a subsidiary from the Date (but no later than March 15th of Grant until the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledapplicable Vesting Date. (b) In the event The vesting of the occurrence Stock Units shall be cumulative, but shall not exceed 100% of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) Stock Units. If the Participant is employed by foregoing schedule would produce fractional Stock Units, the Company as number of the Change in Control, then (w) the effective date of the Change in Control Stock Units that vest shall be rounded down to the nearest whole Stock Unit and the fractional Stock Units will be accumulated so that the resulting whole Stock Units will be included in the number of Stock Units that become vested on the last day of Vesting Date. Notwithstanding Section 4(a) above, contingent upon the Measurement Period, (x) Participant’s compliance with the Participant shall earn and vest covenants provided in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level applicable restrictive covenants set forth in Part I of Exhibit AB, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If upon the Participant’s termination of employment with the Company terminated before the Change in Control by the Company or service on account of the Participant’s death or disability, then (wi) the effective date of the Change in Control shall be the last day of the Measurement PeriodDisability, (xii) Retirement, (iii) death, (iv) involuntary termination by the Employer without Cause, or (v) Negotiated Deferred Voluntary Termination, the Participant shall earn and be treated for vesting purposes as though the Participant remained employed or providing service to the Company or a subsidiary through the next subsequent Vesting Date following the Participant’s termination, meaning, upon termination detailed in (i) through (v) of this Section 4(b), the Participant shall vest in the Pro Rata Portion (Stock Units that would have otherwise become vested as of such next subsequent Vesting Date provided, however, the Company has the right to reduce or change the amount depending on the facts and circumstances. Notwithstanding the foregoing, any additional vesting upon termination on account of Retirement pursuant to this Section 6(b)4(b) shall be provided only to the extent such vesting does not result in a violation of any age discrimination or other applicable law. Thereafter, any remaining unvested Stock Units shall be forfeited immediately. For avoidance of doubt, if the Participant's termination of employment or service is on account of Retirement, the Participant must remain employed through the three (3) month notice period in order to receive the pro-rata acceleration detailed above. If the Participant does not remain employed during the three (3) month notice period, all unvested Stock Units shall immediately be forfeited. (c) Except as otherwise provided in a written employment agreement or severance agreement which the Participant has entered into, in the event of a Change of Control before all of the Target PRSUs Stock Units vest in accordance with Section 4(a) above, the Stock Units shall be treated as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit ASection 5 below; provided, (y) the Committee may take such Target PRSUs shall be settled on actions with respect to the effective date vesting of the Change Stock Units as it deems appropriate pursuant to the Plan. For purposes of Control this Agreement, if the Participant is a local national of and employed in a country that is a member of the European Union, the grant of the Stock Units and the terms and conditions governing the Stock Units are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (z) the “Age Discrimination Rules”). To the extent a court or tribunal of competent jurisdiction determines that any PRSUs (provision of the Stock Units is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company shall have the power and any related Dividend Equivalents) that do not become earned authority to revise or strike such provision to the minimum extent necessary to make it valid and vested on enforceable to the Change in Control shall be forfeited and cancelled with no considerationfull extent permitted under local law.

Vesting. Notwithstanding Section 5 of the Plan, the Option shall become vested and exercisable as set forth below: (a) The performance period for Time-Vesting Option shall become vested and exercisable as to twenty percent (20%) of the PRSUs shall be Shares underlying the period beginning January 1Time-Vesting Option on each of the first five (5) anniversaries of September 17, 2024 and ending on December 312013, 2026 (or, if earlier and subject in all cases to the Participant’s continued Employment as otherwise of such anniversary as provided in this Agreementthe Plan, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions except as modified by Section 14 of this Grant Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event The Performance-Vesting Option shall become vested and exercisable as to (x) five and eight-tenths percent (5.8%) of the occurrence Shares underlying the Performance-Vesting Options on March 31, 2014, (y) twenty percent (20%) of the Shares underlying the Performance-Vesting Option on March 31 of each calendar year from 2015 to 2018 and (z) fourteen and two-tenths percent (14.2%) of the Shares underlying the Performance-Vesting Options on March 31, 2019, provided that, in each case, that the Company and its subsidiaries have achieved a Change consolidated Adjusted EBITDA (as determined by the Board based on audited financials) that equals or exceeds the target consolidated Adjusted EBITDA (for each year, “Target Adjusted EBITDA”) specified by the Board for the fiscal year ending immediately prior to each such March 31, as set forth in Control during Schedule A hereto. If the Measurement Period Company fails to so equal or exceed the Target Adjusted EBITDA, then the portion of the Performance-Vesting Option eligible to vest on such March 31 shall not be vested and shall remain outstanding and eligible for vesting as described below. Notwithstanding the foregoing, where the PRSUs are Target Adjusted EBITDA is not assumed achieved, a portion of the Performance-Vesting Options as specified in Schedule B will nevertheless vest where the consolidated Adjusted EBITDA equals or exchanged exceeds the minimum threshold set out in Schedule B. Except as modified by Section 14 of this Grant Agreement, the Participant must be employed on the applicable March 31 to vest in the applicable tranche and shall not vest if employment terminated for an equivalent substitute award by the Company or its successor:any reason theretofore. (i) If the Participant is employed Target Adjusted EBITDA shall be adjusted by the Company Board from time to time so as to equitably reflect changes in GAAP that impact the calculation of Adjusted EBITDA and which occur after the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGrant Date. (ii) If Target Adjusted EBITDA shall be adjusted by the Participant’s employment with the Company terminated before the Change in Control Board from time to time so as to equitably reflect changes resulting from following: A. any acquisition and disposition by the Company on account that impacts Adjusted EBITDA; B. a change in foreign exchange rates over the rates included in the Target Adjusted EBITDA projections; C. any disruption or damage to one of the ParticipantCompany’s death actual or disabilityanticipated satellites, then (w) including as a result of in-orbit failures, launch failures and launch delays, to the effective extent impacting Target Adjusted EBITDA projections; D. the placing in-service of a new satellite, the revenues and incremental costs of which were not already included in Target Adjusted EBITDA projections; and E. any changes in the design and/or projected in-service date of a new satellite, to the Change in Control shall be extent it is impacting Target Adjusted EBITDA projections. (iii) In any year that the last day Target Adjusted EBITDA is not achieved, the portion of the Measurement PeriodPerformance-Vesting Option that would have become vested during that year had such Target Adjusted EBITDA been met shall remain outstanding as unvested unless, for such year or in a subsequent year, the target consolidated cumulative Adjusted EBITDA (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b“Cumulative Target Adjusted EBITDA”)) of the Target PRSUs , as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit ASchedule A hereto, (y) is achieved, at which time the Target Adjusted EBITDA for such Target PRSUs shall year and all prior years will be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationdeemed satisfied.

Vesting. The Award of Stock Units is subject to the following performance and employment-based vesting terms and conditions: (a) The Except as otherwise set forth herein, the Stock Units shall be considered performance-based (“Performance-Based”) and shall become vested and payable with respect to that number of Stock Units subject to this Award Agreement that correlates to the performance objective achieved for the three-year performance period for the PRSUs shall be the period beginning January 1, 2024 [Date] and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) [Date] (the “Measurement Performance Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based ) set forth on the level attached Exhibit A, as determined by the Committee in its sole discretion, provided you remain continuously employed by the Company from the Date of achievement Grant through the end of the Performance Period. Notwithstanding the foregoing, none of the Stock Units shall become vested and payable if the performance metrics objective for the Performance Period set forth on Exhibit A (such performance metrics, is not achieved at or above the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settleddesignated levels set forth therein. (b) In the event of the occurrence of Upon a Change in Control during before the Measurement Period where end of the PRSUs are not assumed Performance Period, the Stock Units subject to this Award Agreement shall become eligible to vest and become payable with respect to the Target Number of Stock Units. In the event no provision is made for the continuance, assumption or exchanged for an equivalent substitute award substitution by the Company or its successor: (i) If successor in connection with a Change in Control of the Participant is employed by Stock Units, then, contemporaneously with the Change in Control, the Stock Units shall become vested and payable with respect to the Target Number of Stock Units, to the extent not vested previously, subject to your continued employment with the Company as until the date of the Change in Control. If provision is made for the continuance, then (w) assumption or substitution by the effective date of Company or its successor in connection with the Change in Control of the Stock Units subject to this Award Agreement, then the Stock Units shall be become vested and payable with respect to the Target Number of Stock Units, to the extent not vested previously, subject to your continued employment with the Company through the last day of the Measurement PeriodPerformance Period or, (x) if earlier, contemporaneously with the Participant shall earn termination of your employment with the Company if your employment is terminated by you for Good Reason or is terminated by the Company, and vest such termination is not a Termination for Cause, in the Target PRSUs as of each case on or after the Change in Control as if and on or before the end of the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.. “

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2021 and ending on August 31, 2024 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2024 (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Below [**Redacted] 0 % [**Redacted] 20 % [**Redacted] 100 % [**Redacted] 150 % Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Exchange Act, the determination may be earned and vested ranging from zero to 200% made by (i) such Grantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the Chief Operating Officer of the Target PRSUsCompany or by (iii) the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Measurement Period where Company, or any other circumstance or event, including any circumstance or event outside the PRSUs are not assumed or exchanged for an equivalent substitute award by control of the Grantee, adversely affects the ability of the Company or its successor: (i) If the Participant is employed by Grantee to satisfy the Company as Performance Goal or in any way prevents the satisfaction of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the five-year period beginning [ ], and ending on [ ] (the “Performance Period,” subject to early termination in accordance with Section 2(b)). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ], [ ], [ ] and [ ] and shall be measured on three dates: [ ], [ ] and [ ] (each a “Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the first Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule: Beginning [ ] and Ending [ ] Notwithstanding the foregoing schedule, (i) if the certified achievement of the Performance Goal at the first Measurement Date (that is, [ ]) is at or above a Cumulative EPS of [$X] (that is, 100 percent or more of the related Shares are certified to vest and become non-forfeitable), then the Performance Period shall end on the first Measurement Date and no additional related Shares shall be available to become vested under this Agreement; (ii) if the certified achievement of the Performance Goal at the first Measurement Date is at a Cumulative EPS of less than [$X] (that is, less than 100 percent, if any, of the related Shares are certified to vest and become non-forfeitable), then the cumulative percentage of related Shares underlying the Restricted Stock Units that may be certified to vest and become non-forfeitable during the Performance Period shall not exceed 100 percent, and the number of Restricted Stock Units and related Shares that may be certified to vest and become non-forfeitable as of any Measurement Date after the first Measurement Date shall be reduced (but not below zero) by the number of Restricted Stock Units and related Shares, if any, that were certified to vest and become non-forfeitable on any preceding Determination Date (as defined below); and (iii) no fractional Shares shall be issued, and subject to the preceding limitations on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares through the first Measurement Date and 100 percent of the related Shares thereafter), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the second Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (d) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the third Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (e) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after each Measurement Date during the Performance Period (each, a “Determination Date”). This determination shall be based on the actual level of achievement the Performance Goal achieved, and shall not be subject to an exercise of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero discretion to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the a level of achievement of the Performance Metrics Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the percentage Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Target PRSUs earned pursuant to such criteria (Grantee, adversely affects the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th ability of the year following Grantee to satisfy the year Performance Goal or in which any way prevents the end satisfaction of the Measurement Period occurs), all earned and vested PRSUs shall be settledPerformance Goal. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning [September 1, 2021] and ending on [August 31, 2024] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on [August 31, 2024] (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be earned and vested ranging from zero to 200% made by (i) such Grantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the Chief Operating Officer of the Target PRSUsCompany or by (iii) the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Measurement Period where Company, or any other circumstance or event, including any circumstance or event outside the PRSUs are not assumed or exchanged for an equivalent substitute award by control of the Grantee, adversely affects the ability of the Company or its successor: (i) If the Participant is employed by Grantee to satisfy the Company as Performance Goal or in any way prevents the satisfaction of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for This option shall vest and become exercisable evenly over four years, commencing on March 1, 2007, at the PRSUs rate of 25% per year, subject to your continued employment on the applicable vesting date. This option shall be the period beginning January 1, 2024 subject to acceleration of vesting and ending on December 31, 2026 (or, if earlier and exercisability as otherwise provided in this the Employment Agreement and you will receive credit for one additional year of service for determining your vesting and exercisability rights on the first date on which you have earned a “Threshold Supplemental Performance Bonus” and your right to exercise the option shall become fully vested and exercisable on the first date on which you have earned the “Maximum Supplemental Performance Bonus,” as each such term is defined in the Employment Agreement. Payment of the option price shall be made in U.S. dollars or in Common Stock of the Corporation valued at its fair market value, or in a combination of such Common Stock and cash, or by any other method as may be approved by the consummation Compensation Committee or otherwise permitted under the Plan. However, payment may not be made with Common Stock unless stock has been held for at least six months. Payment shall be made to the Corporation at its corporate office, Castle Brands Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: President. The exercise of your option is subject to the following terms and conditions: As a Change in Control) prerequisite to delivery of any stock certificates upon your exercise of an option granted hereunder, you shall give an undertaking and agree to the placing of such legends on your certificates as may be required by the Compensation Committee to assure compliance with any federal or state securities laws. The Common Stock purchased pursuant to the exercise of an option granted hereunder cannot be sold unless it has been registered under the Securities Act of 1933, as amended (the “Measurement PeriodAct”), or is subject to an exemption from registration under such Act. Subject Except as provided below or in the Employment Agreement, you must be an employee or director of, or a consultant to the terms and conditions Corporation or one of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested its subsidiaries at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determinationexercise and that employment, directorship or consultancy must have been continuous from the “Determination Date”)date hereof. As soon as reasonably practicable following For the Determination Date (but no later than March 15th purposes of the year following the year in which the end Plan, persons on company-authorized leaves of the Measurement Period occurs)absence are considered employees; however, all earned and vested PRSUs shall be settled. (b) long-term disability is not considered employment. In the event of a change of control of the occurrence of a Change Corporation your rights to exercise this option shall be governed by your employment agreement, or if not specifically addressed in Control during the Measurement Period where the PRSUs are your employment agreement or if you do not assumed or exchanged for have an equivalent substitute award employment agreement, shall be governed by the Company or its successor: Plan. In the event of (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. your death or (ii) If the Participant’s employment with the Company terminated before the Change in Control termination of your employment, directorship or consultancy by the Company on account of the Participant’s death Corporation for cause or disabilitywithout cause, then (w) the effective date of the Change in Control by you or due to long-term disability while an active employee, director or consultant, your rights to exercise this option shall be the last day of the Measurement Periodgoverned by your employment agreement, (x) the Participant shall earn and vest or if not specifically addressed in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as your employment agreement or if the Performance Metrics had been achieved at the Target level set forth in Exhibit Ayou do not have an employment agreement, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.as follows:

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the a number of PRSUs Restricted Stock Units shall vest and shall no longer be subject to any restriction on the date that shall be deemed earned the Committee determines and vestedcertifies (the “Determination Date”) the Company’s achievement in respect of each Goal (as defined below) for [the three-year period beginning on January 1 of the year of Grant date] (such period, if anythe “Performance Period”), provided that the Participant is continuously employed by one or more of the Company’s Affiliates (collectively, Company and its Affiliates and any successors thereto defined as the “Assurant Group”) until the third anniversary of the Grant Date. Vesting of the Restricted Stock Units shall be determined based on upon the level of achievement Company’s performance during the Performance Period with respect to the following goals (the “Goals”) established by the Company within 90 days following the commencement of the performance metrics set forth on Exhibit A Performance Period (such performance metrics, the “Performance MetricsLevel”): (i) the achievement of total shareholder return measured relative to the S&P 500 Index (“TSR”) over and (ii) adjusted earnings per share, excluding: (A) reportable catastrophes (as defined in the Measurement Period, with Company’s audited consolidated financial statements) and (B) the net effect of changes in tax laws or regulations (“Adjusted EPS”). Each Goal shall be weighted equally in determining the Company’s Performance Level. The number of PRSUs Restricted Stock Units that may shall vest pursuant to the TSR Goal shall be earned determined as follows: Targeted Percentile Rank Percentage of Applicable Restricted Stock Units that Vest 75th Percentile and vested ranging from zero to Above 200% of 50th Percentile 100% 25th Percentile 50% Below 25th Percentile 0% Vesting for index performance that falls between the Target PRSUs. Any PRSUs (25th and any related Dividend Equivalents) that are determined not to be earned 50th and vested at the end of the Measurement Period 50th and 75th percentiles shall be forfeited and cancelled for no value without further action determined by straight-line interpolation. The number of Restricted Stock Units that shall vest pursuant to the Participant or Adjusted EPS Goal shall be determined as set forth in Appendix A attached hereto. On the Company. As soon as reasonably practicable following the end of the Measurement PeriodDetermination Date, the Committee shall determine the level number of achievement Restricted Stock Units, if any, that shall vest pursuant to each Goal. Such determinations shall be final, binding and conclusive on all persons for all purposes. For purposes of calculating TSR, the Committee has determined that a 20-trading day average stock price calculation at the start and end of the Performance Metrics Period applies and the percentage beginning stock price shall be the average closing price for the 20 consecutive trading days immediately preceding the first day of the Target PRSUs earned pursuant to such criteria (Performance Period and the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs ending stock price shall be settled. (b) In the event of average closing price for the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be 20 consecutive trading days ending the last day of the Measurement PeriodPerformance Period (or if that day is not a trading day, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationimmediately preceding trading day). (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2022 and ending on August 31, 2025 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2025 (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule, with as determined by the Committee: Below [**Redacted] 0 % [**Redacted] 20 % [**Redacted] 100 % [**Redacted] 150 % Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Exchange Act, the determination may be earned and vested ranging from zero to 200% made by (i) such ▇▇▇▇▇▇▇’s divisional Executive Vice President or the Chief Executive Officer of the Target PRSUsCompany, (ii) the Chief Operating Officer of the Company or (iii) the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or such Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Measurement Period where Company, or any other circumstance or event, including any circumstance or event outside the PRSUs are not assumed or exchanged for an equivalent substitute award by control of the Grantee, adversely affects the ability of the Company or its successor: (i) If the Participant is employed by Grantee to satisfy the Company as Performance Goal or in any way prevents the satisfaction of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for right to retain the PRSUs Awarded Parent Shares shall be subject to vesting in the period beginning January 1, 2024 and ending on December 31, 2026 manner specified in this Section 1(b). (or, if earlier and i) Except as otherwise provided in this Section 1(b), the Awarded Parent Shares shall become vested in accordance with the following schedule (rounded down to the nearest whole Parent Share), if (and only if) as of each such date Executive is, and since the Closing continuously has been, employed by Parent or any of its subsidiaries: There shall be no vesting between any such dates (i.e., all vesting is “quarterly cliff”). All Awarded Parent Shares which have not become vested hereunder are collectively referred to as “Unvested Parent Shares.” (ii) If Executive so elects, in Executive’s sole discretion, within 30 days after the Awards Closing (as defined below), Executive may make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Exhibit B attached hereto. Executive acknowledges that it is Executive’s sole responsibility to timely file any Section 83(b) election and that failure to file a Section 83(b) election within the applicable thirty (30) day period may result in the recognition of ordinary income when and as the Awarded Parent Shares becomes vested. (iii) Upon and simultaneously with Executive’s execution and delivery of this Agreement, Executive shall execute in blank five security transfer powers in the consummation form of a Change in Control) Exhibit C attached hereto (the “Measurement PeriodSecurity Powers”). Subject ) with respect to the terms Awarded Parent Shares and conditions shall deliver such Security Powers to the Company. Executive hereby authorizes the Company to complete and use the Security Powers to assign, transfer and deliver the Awarded Parent Shares that remain Unvested Parent Shares following Executive’s termination of employment with Parent and its subsidiaries to the Company. All certificates evidencing Unvested Parent Shares shall be held by the Company until they become vested or are forfeited. Upon any Unvested Parent Shares becoming vested, the Company promptly shall deliver the certificates evidencing such shares to Executive at the address set forth in Section 8(f). (iv) Upon and simultaneously with Executive’s execution and delivery of this Agreement, Executive shall deliver to the Company a spousal consent in the form of Exhibit D attached hereto, unless Executive is not then married. If, at any time subsequent to the date hereof but prior to December 31, 2012, Executive becomes legally married (whether in the first instance or to a different spouse), Executive shall cause his or her spouse to execute and deliver to the Company a spousal consent in the form of Exhibit D hereto. Executive’s failure to deliver to the Company an executed spousal consent at any time when he or she otherwise would be required to deliver such consent shall constitute Executive’s continuing representation and warranty to the Company that Executive is not legally married as of such date. (v) If Executive’s employment terminates after the Closing by Executive’s resignation with Good Reason or by Parent or any of its subsidiaries without Cause, then, in either case, all Awarded Parent Shares which have not yet become vested shall become vested. For the purposes of this Agreement, the number of PRSUs that capitalized terms “Cause” and “Good Reason” shall be deemed earned have the meanings given to them in the Amended and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon Restated Senior Management Agreement as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company effect as of the Change in Control, then Awards Closing (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) without giving effect to any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationsubsequent amendments thereto). (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance Options are non-exercisable during the one year period for following the PRSUs shall be Date of Grant. Thereafter, commencing on the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, anniversary of the consummation Date of a Change in Control) ▇▇▇▇▇ (the “Measurement PeriodAnniversary Date”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that Options are determined not to be earned and vested exercisable at the end of the Measurement Period shall be forfeited times and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon shares herein granted as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successorfollows: (i) If On or after the Participant is employed by the Company as of the Change in Control, then first Anniversary Date: DATE - 25% (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.NUMBER shares) (ii) On or after the second Anniversary Date: DATE - 25% (NUMBER shares) (iii) On or after the third Anniversary Date: DATE - 25% (NUMBER shares) (iv) On or after the fourth Anniversary Date: DATE - 25% (NUMBER shares) Your right to exercise the Options is cumulative, so that any shares not purchased pursuant to exercise of vested Options within any one of the periods above specified may be purchased thereafter in a subsequent period, in whole or in part, until the expiration or termination of the Options. In no event may the Options granted hereby be exercised to any extent after the Expiration Date. To the extent such rights shall not have been exercised and to the extent the Options were exercisable at the time of your termination of employment due to Retirement or death or at the time you become Disabled, you (or your personal representative in the case of death) shall be entitled to exercise all or any part of any Options which were vested but unexercised as of the date of your Disability or as of the date of your termination of employment due to Retirement or death, as applicable, during the remaining term of such Options. If the Participant’s your employment with the Company, its subsidiaries or affiliates (collectively, the “Company terminated before the Change in Control by the Company on account Group”) terminates for any other reason besides Retirement or death, you shall be entitled to exercise all or any part of the Participant’s death or disability, then any Options which were vested but unexercised as of termination of employment for a period of up to three (w3) the effective months from such date of the Change in Control shall be the last day termination. For purposes of the Measurement Periodthis award of Options, (xi) the Participant shall earn and vest in the Pro Rata Portion (pursuant you are considered to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.“Disabled” or have a

Vesting. (a) The performance period for Restricted Stock shall vest in three equal annual increments on the PRSUs first three anniversaries of the Grant Date, subject to the Grantee’s continued employment with the Company and its Subsidiaries on each applicable vesting date. The vesting of the shares of Restricted Stock shall be cumulative, but shall not exceed 100% of the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreementshares of Restricted Stock. If the foregoing schedule would produce fractional shares, the consummation number of a Change in Control) (shares that vest on the first two vesting dates shall be rounded down to the nearest whole share and the fractional shares shall be accumulated and vest on the last vesting date. The period during which the Restricted Stock has not yet vested hereunder shall be referred to as the “Measurement Vesting Period.”). Subject to the terms and conditions (b) Notwithstanding any other provision of this Agreement, during the number of PRSUs that Vesting Period, the Restricted Stock shall be deemed earned immediately and vestedunconditionally forfeited and revert to the Company, without any action required by the Grantee or the Company in the event any of the following events occur: (1) The Grantee is dismissed as an employee of the Company and its Subsidiaries based upon fraud, theft, or dishonesty, which is reflected in a written or electronic notice given to the Grantee; (2) The Grantee purchases or sells securities of the Company in violation of the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect, if any, shall be determined based on the level ; (3) The Grantee breaches any duty of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs confidentiality including that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or required by the Company. As soon as reasonably practicable following ’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ guidelines then in effect; (4) The Grantee fails to assign any invention, technology, or related intellectual property rights to the end Company within 30 days after the Company’s written request for such assignment, if such assignment is a condition of any agreement between the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics Company and the percentage of Grantee; or (5) The Grantee breaches any non-solicitation or non-competition covenant by which the Target PRSUs earned Grantee is bound, pursuant to such criteria (the date of such determinationEmployee Confidential Information and Invention Assignment Agreement or otherwise, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledsubject to applicable law. (bc) In Notwithstanding the event foregoing provisions of this Section 2, upon cessation of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the ParticipantGrantee’s employment with the Company terminated before and its Subsidiaries under any circumstances, including, without limitation, the Change in Control by the Company on account of the ParticipantGrantee’s resignation, death or disability, then (w) or termination of employment by the effective date of Company or a Subsidiary, the Change in Control Restricted Stock shall be immediately and unconditionally forfeited and revert to the last day of Company, without any action required by the Measurement PeriodGrantee or the Company, (xto the extent that the Vesting Period has not ended in accordance with Section 2(a) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of such cessation of employment with the Change Company and its Subsidiaries. Shares of Control and (z) any PRSUs (and any related Dividend Equivalents) Restricted Stock that do not become earned and vested on the Change in Control pursuant to Section 2(a) shall be forfeited and cancelled the Grantee shall cease to have any rights of a stockholder with no considerationrespect to such forfeited shares as of the date of the Grantee’s termination of employment.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2023 and ending on August 31, 2026 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2026 (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a "Material Event"), “adjusted core earnings per share" determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share" for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule, with as determined by the Committee: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period ("Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of the Company for purposes of Section 16 of the Exchange Act, the determination may be earned and vested ranging from zero to 200% made by (i) such ▇▇▇▇▇▇▇'s divisional Executive Vice President or the Chief Executive Officer of the Target PRSUsCompany, (ii) the Chief Operating Officer of the Company or (iii) the President of the Company (each, an "Authorized Officer"). Any PRSUs (The Committee’s or such Authorized Officer's good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Measurement Period where Company, or any other circumstance or event, including any circumstance or event outside the PRSUs are not assumed or exchanged for an equivalent substitute award by control of the Grantee, adversely affects the ability of the Company or its successor: (i) If the Participant is employed by Grantee to satisfy the Company as Performance Goal or in any way prevents the satisfaction of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of If a Change in Control during occurs prior to December 31, 2030, the Measurement Period where PSUs (if and to the PRSUs extent not previously forfeited) that are not assumed earned at the level set forth in Section 3 or exchanged for an equivalent substitute Section 8(a), as applicable, shall vest effective as of such Change in Control, except to the extent that another award meeting the requirements of Section 14 of the Incentive Plan (as determined by the Company or its successor: (i) If the Participant is employed by the Company Committee as of immediately prior to the Change in Control, then in its sole discretion) is provided to the Participant to replace the earned PSUs (w) any award meeting the effective date requirements of Section 14 of the Incentive Plan, a “Replacement Award”). From and after the Change in Control Control, any such Replacement Award shall be vest solely based on the last day Participant’s service through the Vesting Dates, subject to accelerated vesting on certain terminations of employment as set forth in Section 5(e) above. Notwithstanding the Measurement Periodforegoing provisions of this Section 8(b), (x) if the Participant shall earn and vest in the Target PRSUs as has incurred a Termination of Service due to Retirement prior to the Change in Control as if Control, the Performance Metrics had been achieved at Proration Fraction shall apply to the Target level set forth PSUs that are determined to be earned under Section 8(a) above, and any Replacement Award delivered in Exhibit Arespect thereof shall be fully vested and the Shares with respect thereto shall be delivered on the Scheduled Settlement Dates specified in Section 6(a). If Replacement Awards are provided, (y) from and after the Change in Control, references herein to the PSUs shall refer to the Replacement Awards, and references to the Company include any surviving successor entity following the Change in Control, in each case unless the context clearly indicates otherwise. For the avoidance of doubt, with respect to any Participant who incurs a Termination of Service by the Company without Cause or due to the Participant’s death, Disability or Retirement, in each case, prior to a Change in Control, such Target PRSUs Participant’s PSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled accordance with no considerationSections 5(a)-(d), as applicable. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this AgreementFor any Award Period, the consummation following number of Performance Shares shall vest if and only if a Change Management Representative (defined below) or the Compensation Committee, as applicable, determines, in Controlaccordance with this Paragraph 4, that the Performance Target (as defined in Paragraph 4(e)(iii)) (for that Award Period has been met by the “Measurement Period”). Subject to Trust: If there are any Performance Shares that have not vested after Management's Representative or the terms and conditions of this AgreementCompensation Committee, as applicable, has determined the number of PRSUs Performance Shares that shall be deemed earned and vested, if any, shall be determined based on will vest with respect to the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement final Award Period, with the number of PRSUs that may then any and all then-remaining Performance Shares which have not vested shall terminate and be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledforfeited. (b) In Within sixty (60) days after the event end of each Award Period, Management's Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Key Employee (or the executors or administrators of the Key Employee's estate) of such determination. If Management's Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Key Employee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control during Control. (d) As soon as reasonably practicable after the Measurement Period where vesting of all or any portion of the PRSUs are Performance Shares, the Trust shall notify Key Employee or the Key Employee's legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Tax Notice”). Key Employee or Key Employee's legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not assumed be required to remove the restrictions on such Shares until such time as the Key Employee or exchanged for an equivalent substitute award the Key Employee's legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Company Trust from time to time, may permit the Key Employee or its successor: the Key Employee's legal representative to satisfy the Trust's minimum statutory tax withholding obligations as determined by the Trust's accounting department through (i) If the Participant is employed sale of all or a portion of such Shares resulting from this Agreement through the employer's broker or (ii) by returning to the Company Trust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot be returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Key Employee or Key Employee's legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the Trust all or a portion of the Change in ControlShares issued under this Agreement; or (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee's legal representative, then (w) as applicable. The Trust is authorized to pay over to the effective date of the Change in Control appropriate authority, all federal, state, county, city or other taxes as shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) required pursuant to any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlaw or governmental regulation or ruling. (iie) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account For purposes of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.this Agreement:

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this AgreementSection 3, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 6 or Section 7 of this Agreement, the extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”). The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the one-year period beginning September 1, 2020 and ending on August 31, 2021 (the “Performance Period”). Cumulative EPS for the Performance Period shall be measured on August 31, 2021 (“Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target; and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares as of August 31, 2021 and determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement, any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be earned and vested ranging from zero to 200% made by (i) such Grantee’s divisional Executive Vice President or Chief Executive Officer, (ii) the Chief Operating Officer of the Target PRSUsCompany or (iii) the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Measurement Period where Company, or any other circumstance or event, including any circumstance or event outside the PRSUs are not assumed or exchanged for an equivalent substitute award by control of the Grantee, adversely affects the ability of the Company or its successor: (i) If the Participant is employed by Grantee to satisfy the Company as Performance Goal or in any way prevents the satisfaction of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2017 and ending on August 31, 2020 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2020 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under approved plans, goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill [ ] divided by the weighted average number of PRSUs outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary in the preceding sentence, the attainment of the Performance Goal will be measured by appropriately adjusting the evaluation of Performance Goal performance to exclude the effect of any changes in accounting principles that shall may be deemed earned required by GAAP after the Date of Grant affecting the Company’s Performance Goal results. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Less than [$X] 0 % [$X] 20 % [$X] 100 % [$X] 150 % Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be earned and vested ranging from zero to 200% made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Target PRSUsCompany or by the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) Except as otherwise provided in subparagraphs (c) and (d) below, the Participant will become vested in the Phantom Units awarded pursuant to this Agreement according to the following vesting schedule, provided the Participant does not incur a termination of employment or service as an Employee (as defined in the Plan) with the Employer prior to the applicable vesting date (the “Vesting Date”): First Anniversary of Date of Grant 33 1/3% Second Anniversary of Date of Grant 66 2/3% The performance period for vesting of the PRSUs Phantom Units is cumulative, but shall not exceed 100% of the Phantom Units. If the foregoing schedule would produce fractional Units, then the number of Units shall be rounded down to the period beginning January 1nearest whole Unit. For the avoidance of doubt, 2024 the provisions of this Paragraph 3 shall supersede Section 7.6 and ending on December 31Section 11 of the Plan.] (a) Except as otherwise provided in subparagraphs (c) and (d) below, 2026 the Participant will become vested in the Phantom Units awarded pursuant to this Agreement according to the following vesting schedule, provided the Participant does not incur a termination of employment or service as an Employee (oras defined in the Plan) with the Employer prior to the applicable vesting date (the “Vesting Date”): For the avoidance of doubt, if earlier the provisions of this Paragraph 3 shall supersede Section 7.6 and Section 11 of the Plan.] (b) Except as otherwise provided in this Agreement, if the consummation of a Change in Control) (the “Measurement Period”). Subject Participant terminates employment or service as an Employee prior to the terms and conditions of this AgreementVesting Date, the number Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of PRSUs that such Vesting Date shall terminate and the corresponding Units shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledforfeited. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (ic) If the Participant is employed terminated by the Company Employer without Cause (as defined in the Plan) prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis as determined by the Committee in its sole discretion and will be paid as soon as practicable thereafter. (d) If after the Date of Grant, a Change of Control (as defined in the Change in ControlPlan) occurs while the Participant is employed, then or providing service to the Employer, but prior to the Vesting Date, and (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (xi) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of is terminated without Cause during the Change of Control and Period (zas defined below) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. or (ii) If the Participant resigns for Good Reason (as defined in the Plan), the portion of the Phantom Units credited to the Participant’s employment with Phantom Unit Account that have not vested shall immediately vest and be paid within the Company terminated before thirty (30) day period following the termination of employment. For purposes of this section “Change in of Control by Period” shall mean the Company period commencing on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the a Change of Control and ending eighteen (z18) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the calendar months following a Change in Control shall be forfeited and cancelled with no considerationof Control.

Vesting. (a) The performance period for Unless earlier terminated, forfeited, relinquished or expired, and subject to the PRSUs shall be Grantee’s continued employment through the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreementapplicable vesting dates, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that Performance Stock Units shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon vest as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successorfollows: (i) If the Participant is employed by Administrator certifies that the performance metric set forth in Appendix A attached hereto (the “Vesting Metric”) has been achieved at at least the Threshold level of performance during fiscal year 2020, 33% of the Earned Performance Stock Units (as determined pursuant to Appendix A) shall vest on the later of (x) the date on which the Administrator certified such achievement and (y) March 1, 2021 (such date, the “First Time-Based Vesting Date”); and (ii) if the Administrator certifies that the Vesting Metric has been achieved at at least the Threshold level of performance during fiscal year 2020, the remaining 67% of the Earned Performance Stock Units shall vest on the first anniversary of the later of (x) the date on which the Administrator certified such achievement and (y) March 1, 2021 (such date, the “Second Time-Based Vesting Date” and together with the First Time-Based Vesting Date, the “Time-Based Vesting Dates”). (b) Notwithstanding anything to the contrary in Section 3(a) above, in the event that the Company fails to achieve the Threshold level of performance under the Vesting Metric during fiscal year 2020, the vesting of the Performance Stock Units shall immediately cease and all of the Performance Stock Units shall be immediately forfeited as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationfiscal year 2020. (iic) Notwithstanding anything to the contrary in Section 3(a) above and subject to the conditions set forth below, if the Company consummates a Covered Transaction prior to the end of fiscal year 2020, the Performance Stock Units granted hereby that have not otherwise vested or been terminated, forfeited, relinquished or expired prior to the Covered Transaction shall automatically become a number of time-vested restricted stock units assuming the greater of target or expected (as determined by the Administrator) level of performance (“Restricted Stock Units”), which Restricted Stock Units shall vest on the first anniversary of the Covered Transaction, subject to Grantee’s continued employment through that date. If the Participant’s employment with Administrator certifies that the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had Vesting Metric has been achieved at during fiscal year 2020, the Target level set forth in Exhibit Aapplicable Time-Based Vesting Dates shall not be affected by any Covered Transaction, (y) such Target PRSUs and the Earned Performance Stock Units shall be settled continue to vest based on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationtheir applicable Time-Based Vesting Dates.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the number vesting of PRSUs that shall be deemed earned the Grantee’s rights and vested, if any, interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based on upon the level of achievement satisfaction of the performance metrics set forth on Exhibit A goal specified in this Section 2 (such performance metrics, the “Performance MetricsGoal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUsCompany’s adjusted core earnings per share (as defined below) during the five-year period beginning [______________], and ending on [______________] (the “Performance Period,” subject to early termination in accordance with Section 2(b)). Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at The Cumulative EPS for the end of the Measurement Performance Period shall be forfeited and cancelled for no value without further action determined by the sum of the Participant or adjusted core earnings per share for the Company. As soon as reasonably practicable following the end of the ’s fiscal years ending [______________], [______________], [______________], [______________] and [______________] and shall be measured on three dates: [______________], [______________] and [______________] (each a “Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”) (in each case subject to adjustment under Section 7(b)). As soon as reasonably practicable following For purposes of this Agreement, “adjusted core earnings per share” means the Determination Date Company’s net income determined under U.S. generally accepted accounting principles (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs“GAAP”), all earned before amortization of intangibles, stock-based compensation expense and vested PRSUs shall be settledrelated charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of outstanding shares determined in accordance with GAAP. (b) In the event The portion of the occurrence of a Change Grantee’s rights and interest in Control the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the first Measurement Date (that is, [______________]) during the Measurement Performance Period where shall be determined in accordance with the PRSUs are not assumed or exchanged for an equivalent substitute award by following schedule: Beginning [ ] and Ending [ ] Notwithstanding the Company or its successor: foregoing schedule, (i) If if the Participant certified achievement of the Performance Goal at the first Measurement Date (that is, [______________]) is employed at or above a Cumulative EPS of [$X] (that is, 100 percent or more of the related Shares are certified to vest and become non-forfeitable), then the Performance Period shall end on the first Measurement Date and no additional related Shares shall be available to become vested under this Agreement; (ii) if the certified achievement of the Performance Goal at the first Measurement Date is at a Cumulative EPS of less than [$X] (that is, less than 100 percent, if any, of the related Shares are certified to vest and become non-forfeitable), then the cumulative percentage of related Shares underlying the Restricted Stock Units that may be certified to vest and become non-forfeitable during the Performance Period shall not exceed 100 percent, and the number of Restricted Stock Units and related Shares that may be certified to vest and become non-forfeitable as of any Measurement Date after the first Measurement Date shall be reduced (but not below zero) by the Company number of Restricted Stock Units and related Shares, if any, that were certified to vest and become non-forfeitable on any preceding Determination Date (as defined below); and (iii) no fractional Shares shall be issued, and subject to the preceding limitations on the number of related Shares available under this Agreement (that is, 150 percent of the Change in Control, then (w) related Shares through the effective date first Measurement Date and 100 percent of the Change in Control related Shares thereafter), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationnext whole Share. (iic) If The portion of the ParticipantGrantee’s employment rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the second Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the Company following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (d) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the third Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning [ ] and Ending [ ] (e) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.the

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this AgreementFor any Award Period, the consummation following number of Performance Shares shall vest if and only if a Change Management Representative (defined below) or the Compensation Committee, as applicable, determines, in Controlaccordance with this Paragraph 4, that the Performance Target (as defined in Paragraph 4(e)(iii)) (for that Award Period has been met by the “Measurement Period”). Subject to Trust: If there are any Performance Shares that have not vested after Management’s Representative or the terms and conditions of this AgreementCompensation Committee, as applicable, has determined the number of PRSUs Performance Shares that shall be deemed earned and vested, if any, shall be determined based on will vest with respect to the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement final Award Period, with the number of PRSUs that may then any and all then-remaining Performance Shares which have not vested shall terminate and be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledforfeited. (b) In Within sixty (60) days after the event end of each Award Period, Management’s Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been met by the Trust for such Award Period and thereafter, shall promptly notify the Key Employee (or the executors or administrators of the Key Employee’s estate) of such determination. If Management’s Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Key Employee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control during Control. (d) As soon as reasonably practicable after the Measurement Period where vesting of all or any portion of the PRSUs are Performance Shares, the Trust shall notify Key Employee or the Key Employee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“Tax Notice”). Key Employee or Key Employee’s legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not assumed be required to remove the restrictions on such Shares until such time as the Key Employee or exchanged for an equivalent substitute award the Key Employee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Company Trust from time to time, may permit the Key Employee or the Key Employee’s legal representative to satisfy the minimum tax withholding obligations through the sale of all or a portion of such Shares resulting from this Agreement or by a return to the Trust of a number of Shares having a fair market value equal to the withholding amount due. In the event Key Employee or Key Employee’s legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Trust may, in its successor: sole discretion, satisfy such tax and withholding obligations by: (i) If returning to the Participant is employed by the Company as Trust all or a portion of the Change in ControlShares issued under this Agreement thereby withholding benefits under this Agreement; or (ii) withholding the required amounts from other amounts due the Key Employee or Key Employee’s legal representative, then (w) as applicable. The Trust is authorized to pay over to the effective date of the Change in Control appropriate authority, all federal, state, county, city or other taxes as shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) required pursuant to any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlaw or governmental regulation or ruling. (iie) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account For purposes of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.this Agreement:

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and PSUs are subject to forfeiture until they vest. Except as otherwise provided in this Agreementherein, the consummation PSUs will vest and become nonforfeitable on the date the Committee certifies the achievement of a Change the Performance Goals in Control) (the “Measurement Period”accordance with paragraph 3(b). Subject , subject to the terms and conditions achievement of this Agreement, the minimum threshold Performance Goals for payout set forth in Exhibit A attached hereto. The number of PRSUs PSUs that shall be deemed earned vest and vested, if any, become payable under this Agreement shall be determined by the Committee based on the level of achievement of the performance metrics Performance Goals set forth on in Exhibit A A. (such performance metricsb) Except as otherwise expressly provided in this paragraph 4, if the “Performance Metrics”) over the Measurement Period, with the number Grantee’s Termination of PRSUs that may be earned and vested ranging from zero Service occurs for any reason prior to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Performance Period, the Grantee shall forfeit all PSUs granted with respect to the Performance Period and neither the Company nor any Related Corporation shall be forfeited and cancelled for no value without have any further action obligations to the Grantee under this Agreement. (c) If the Grantee’s Termination of Service occurs as a result of the Participant Grantee’s death or disability, or termination by the Company. As soon as reasonably practicable following Company or a Related Corporation without Cause (or, if the Grantee’s employment agreement so provides, the voluntary termination by the Grantee for Good Reason) prior to the end of the Measurement Performance Period, the Committee shall determine the level of achievement Grantee will vest on such date in a pro rata portion of the Performance Metrics and Award calculated by multiplying (x) the percentage lesser of (i) the estimated expected performance multiplier in respect of the Target PRSUs earned pursuant to such criteria (Award as reflected in the most recently filed consolidated financial statements of the Company as of the date of such determinationthe Termination of Service (ii) Target Award by (y) a fraction, the “Determination Date”). As soon as reasonably practicable following numerator of which equals the Determination Date (but no later than March 15th number of days that the year following Grantee was employed during the year Performance Period and the denominator of which equals the total number of days in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledPerformance Period. (bd) In the event of Upon the occurrence of a Change in Control during the Measurement Period where Performance Period, if the PRSUs are Committee makes a good faith determination that an Alternative Award (as defined in Section 14 of the Plan) has not assumed or exchanged for an equivalent substitute award been granted by the Company or its successor: (i) If acquirer, the Participant is employed Performance Period shall end and the Grantee shall be deemed to have earned a pro rata portion of the Target Award calculated by multiplying the Company Target Award by a fraction, the numerator of which equals the number of days that have elapsed during the Performance Period as of the Change in Control, then (w) the effective date of the Change in Control shall be and the last day denominator of which equals the Measurement Period, (x) the Participant shall earn and vest total number of days in the Target PRSUs as of the Performance Period. (f) Upon a Change in Control as during the Performance Period, if the Performance Metrics had Committee makes a good faith determination that an Alternative Award has been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control granted by the Company on account of acquirer, the Participant’s death or disability, then (w) the effective date of the Change in Control Alternative Award shall be the last day of the Measurement Period, (x) the Participant shall earn and continue to vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled accordance with no considerationthis paragraph 4.

Vesting. (a) The performance period for Performance Shares shall become vested, as and to the PRSUs extent indicated below, only if and to the extent the Performance Condition is satisfied. The number of Performance Shares that become Net Performance Shares, as determined below, shall be equal to the period beginning January 1sum (not to exceed the number of Performance Shares specified in Paragraph B above (as that number may be adjusted pursuant to Section 6 of the Additional Term and Conditions)) of the results determined below. The Debt to EBITDAR Performance Condition is satisfied to the extent the "adjusted total debt to EBITDAR" ratio as defined in the Amended and Restated Revolving Credit Agreement dated as of February 28, 2024 2007, as amended by First Amendment dated November 30, 2007 and ending on December 31further amended by Second Amendment dated May 21, 2026 (or2008, if earlier and the Amended and Restated Note Purchase Agreement dated May 21, 2008, and as otherwise provided in this Agreement, finally reported by the consummation Company to its lenders for Fiscal Year 2010 is: The percentage of a Change in Control) Performance Shares becoming Net Performance Shares (the “Measurement PeriodPerformance Percentage”) determined by the actual performance results shall be multiplied by the number of Performance Shares specified in Paragraph B above (as that number may be adjusted pursuant to Section 6 of the Additional Term and Conditions). Subject to the terms and conditions of this Agreement; provided, however, the number of PRSUs that Net Performance Shares shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with capped at the number of PRSUs Performance Shares specified in Paragraph B above (as that number may be earned and vested ranging from zero adjusted pursuant to 200% Section 6 of the Target PRSUs. Any PRSUs (Additional Term and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”Conditions). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the The Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) Shares that do not become earned and vested on the Change in Control Net Performance Shares shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account as of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day 2010 meeting of the Measurement PeriodCommittee (the “Performance Determination Meeting”) in which the Committee determines the extent to which the performance actually realized, as measured against the Performance Condition, results in fewer than all (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)or none) of the Target PRSUs Performance Shares becoming Net Performance Shares based upon the performance schedule set forth above. If no Performance Shares become Net Performance Shares by reason of such Committee determination, all Performance Shares shall be forfeited. The Net Performance Shares which have satisfied the Performance Condition are herein referred to as the “Vested Shares.” Any portion of the Change Performance Shares or Net Performance Shares which have not become Vested Shares in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs accordance with this Paragraph C shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationforfeited.

Vesting. (a) The performance period for Except as may be otherwise provided in Section 3, Section 6 or Section 7 of this Agreement, the PRSUs vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning January September 1, 2024 and ending on December August 31, 2026 2027 (orthe “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) 2027 (the “Measurement PeriodDate”) (subject to adjustment under Section 8(b)). Subject to the terms and conditions For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target; and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a "Material Event"), “adjusted core earnings per share" determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share" for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule, with using linear interpolation, as determined by the Committee: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 200 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to Committee determination that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period ("Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of the Company for purposes of Section 16 of the Exchange Act, the determination may be earned and vested ranging from zero to 200% made by (i) such ▇▇▇▇▇▇▇'s divisional Executive Vice President or the Chief Executive Officer of the Target PRSUsCompany, (ii) the Chief Operating Officer of the Company or (iii) the President of the Company (each, an "Authorized Officer"). Any PRSUs (The Committee’s or such Authorized Officer's good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Measurement Period where Company, or any other circumstance or event, including any circumstance or event outside the PRSUs are not assumed or exchanged for an equivalent substitute award by control of the Grantee, adversely affects the ability of the Company or its successor: (i) If the Participant is employed by Grantee to satisfy the Company as Performance Goal or in any way prevents the satisfaction of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. The Award shall be subject to two vesting conditions, each of which must be satisfied: (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation time-based vesting equal to 16.67% of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that RSUs subject to the award (rounded to the nearest whole share) on July 14, 2013 and on each six-month anniversary of July 14, 2013 (unless such date shall be deemed earned and vesteda day on which the U.S. stock exchanges are closed, if any, in which case the vesting date shall be determined based on extended to the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned next succeeding business day); and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In a performance-based condition of written certification by the event Compensation Committee of the occurrence Board of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by Directors of the Company or its successorof positive fully-diluted earnings per share of the Company (subject to adjustment for certain extraordinary items) for any of the first five fiscal years ending after the grant date. If and when the performance-based condition is met, all RSUs that had previously met the time-based vesting condition will vest immediately and the remaining RSUs will vest according to the remaining schedule of the time-based condition. If the performance-based condition is not met, all RSUs will be forfeited. Upon vesting, each RSU shall automatically be converted into one share of common stock of the Company and a certificate representing such share shall be delivered to the Key Person as promptly as practicable thereafter. For purposes of determining the EPS of the Company in any particular fiscal year, the EPS shall be increased to the extent that EPS was reduced in accordance with generally accepted accounting principles (“GAAP”) by objectively determinable amounts due to: (i) If the Participant is employed by the Company 1. A change in accounting policy or GAAP; 2. Dispositions of assets or businesses; 3. Asset impairments; 4. Amounts incurred in connection with any financing; 5. Losses on interest rate swaps resulting from ▇▇▇▇ to market adjustments or discontinuing ▇▇▇▇▇▇; 6. Board approved restructuring or similar charges including but not limited to charges in conjunction with or in anticipation of an acquisition; 7. Losses related to environmental, legal, product liability or other contingencies; 8. Changes in tax laws; 9. Losses from discontinued operations; and 10. Other extraordinary, unusual or infrequently occurring items as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest disclosed in the Target PRSUs as Company's financial statements or filings under the Securities Exchange Act of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration1934. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (ai) The performance period for All of the PRSUs Restricted Stock Units shall initially be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”)unvested. Subject to the terms and conditions of this Agreement, the number of PRSUs that All Restricted Stock Units shall be deemed earned and vested, if any, shall be determined vest based on the level of Company’s achievement during the Company’s fiscal years 2016 (ending in calendar year 2017) and 2017 (ending in calendar year 2018) (such two-fiscal year period, the “Performance Period”) of the performance metrics established for purposes of the Company’s 2015 Long-Term Incentive Program, as set forth on Exhibit in Appendix A attached to this Agreement (such performance metrics, the “Performance Metrics”) over ). The Compensation Committee shall determine achievement of such Performance Metrics in its sole discretion, and the Measurement Perioddate upon which the Compensation Committee determines such performance shall be the applicable vesting date (the “Date of Vesting”). Upon the achievement of the threshold, with target and maximum levels of Performance Metrics, the number of PRSUs that may Grantee will be earned eligible to vest in 10%, 100% and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement PeriodRestricted Stock Units, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationrespectively. (ii) If the ParticipantGrantee’s employment with the Company terminated before the Change in Control terminates due to a termination by the Company on account for Cause (as defined in the Grantee’s Executive Severance Agreement, by and between the Grantee and the Company, dated January 27, 2016 (the “Severance Agreement”)) or a resignation by the Grantee without Good Reason (as defined in the Severance Agreement), all of the ParticipantRestricted Stock Units will be forfeit upon such termination of employment. (iii) Except as provided in Section 3(a)(ii), if the Grantee’s employment terminates due to a termination of employment for any reason (including without limitation a termination by the Company without Cause, a resignation by the Grantee for Good Reason or a termination by reason of the Grantee’s death or disabilitypermanent and total disability (as defined in the Company’s long-term disability program, then (w) the effective date regardless of the Change in Control shall be the last day of the Measurement Period, (x) whether the Participant is covered by such program)), Restricted Stock Units not previously vested shall earn and vest in full based on the Pro Rata Portion (pursuant to Section 6(b)) Company’s achievement of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at through the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of termination, to be determined by the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change Compensation Committee in Control shall be forfeited and cancelled with no considerationits sole discretion.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Except as otherwise provided in this AgreementSection 3, shares of Unvested Performance Shares shall vest on the consummation of a Change Certification Date only if and to the extent (i) the Participant remains in ControlContinuous Service through January 1, 20___, and (ii) the Company attains the performance goals during the performance period ending December 31, 20___, as set forth on Appendix A hereto (the “Measurement PeriodPerformance Objectives”). Subject to The Compensation Committee shall make its certification before March 15, 20___. No vesting shall occur for performance below Threshold and the terms and conditions of this Agreement, the full number of PRSUs share shall vest for performance that shall be deemed earned and vestedis equal to or greater than Maximum, if any, shall be determined based on the level of achievement of the performance metrics as set forth on Exhibit A (such performance metrics, the “Appendix A. The shares of Unvested Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned Shares which do not vest shall immediately and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall without notice be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant have no rights with respect to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledUnvested Performance Shares. (b) In the event that the Participant’s employment is terminated as a result of death or Disability, at any time between the Grant Date and December 31, 20___, the Participant shall vest in the Performance Shares at Target (as set forth in Appendix A), regardless of whether the Performance Objectives are attained, with such vesting occurring as of the occurrence day before the termination of employment. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (c) In the event the Participant’s employment terminates prior to December 31, 20___, by reason of the non-renewal of the Term of the Employment Agreement by the Company, whether at the end of the current Term or any extended Term of the Employment Agreement, to the extent the Performance Objectives are attained as set forth on Appendix A, the Participant shall be entitled to vest in the Performance Shares in a pro-rated amount based on the date of the Participant’s termination of employment, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (d) In the event the Participant’s employment terminates prior to December 31, 20___, by reason of the Company’s termination of the Participant without Cause or the Participant’s termination of employment for Good Reason, to the extent the Performance Objectives are attained as set forth on Appendix A, the Participant shall be entitled to vest in the Performance Shares in accordance with Section 3(a) above without any reduction or limitation as a result of said prior termination, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (e) In the event there is a Change of Control, as defined in the Plan, then the Participant shall vest in the Performance Shares at Target as of the effective date of any such Change of Control; provided that (i) if the Participant has previously been terminated from employment as described under Section 3(c) and the Change of Control during occurs prior to the Measurement Period where vesting of unvested Performance Shares provided for under Section 3(c), the PRSUs are Participant shall vest in the Performance Shares in a pro-rated amount at Target based on the date of the Participant’s termination of employment, and any other rights in respect of the vesting of Unvested Performance Shares under Section 3(c) shall be cancelled and of no further force and effect, and (ii) if the Participant has previously been terminated from employment as described under Section 3(d) and the Change of Control occurs prior to the vesting of Unvested Performance Shares provided for under Section 3(d), then the Participant shall vest in the Performance Shares at Target as of the effective date of any such Change of Control, and any other rights in respect of the vesting of Unvested Performance Shares under Section 3(d) shall be cancelled and of no further force and effect. The shares of Unvested Performance Shares which do not assumed or exchanged for an equivalent substitute award by vest shall immediately and without notice be forfeited and the Company or its successor:Participant shall have no rights with respect to such Unvested Performance Shares. (if) In the event the Participant’s employment is terminated for Cause or if the Participant terminates his/her employment without Good Reason prior to December 31, 20___, all Unvested Performance Shares shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares. (g) Except as is provided in Section 9 of the Plan, any adjustment to an award of Performance Shares pursuant to Section 9 of the Plan shall not change the ratio of Unvested Performance Shares to Vested Performance Shares. (h) If the Participant is employed by the Company as entitled to vest in a pro-rata portion of the Change in ControlPerformance Shares, then (w) the effective number of shares of Unvested Performance Shares which vest shall be determined by multiplying the number of shares eligible to vest based on attainment of Performance Objectives by a fraction, the numerator of which is the number of days elapsed between January 1, 20___, and the date of the Change in Control shall termination of employment, and the denominator of which is 1,096. For example, if the vesting based on attainment of Performance Objectives is determined to be the last day of the Measurement Period, (x) at Target and the Participant shall earn and vest in completed 100 days of Continuous Service from January 1, 20___, the pro-rata vested amount would be equal to the number of shares vested at Target PRSUs (as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit provided on Appendix A, ) times (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration100 divided by 1,096). (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for Unless earlier terminated, forfeited, relinquished or expired, and subject to the PRSUs shall be Grantee’s continued employment through the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreementapplicable vesting dates, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that Performance Stock Units shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon vest as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successorfollows: (i) If the Participant is employed by Administrator certifies that the performance metric set forth in Appendix A attached hereto (the “Vesting Metric”) has been achieved at at least the Threshold level of performance during fiscal year 2019, 33% of the Earned Performance Stock Units (as determined pursuant to Appendix A) shall vest on the date on which the Administrator certified such achievement (the “First Time-Based Vesting Date”); and (ii) if the Administrator certifies that the Vesting Metric has been achieved at at least the Threshold level of performance during fiscal year 2019, the remaining 67% of the Earned Performance Stock Units shall vest on the first anniversary of the date on which the Administrator certified such achievement (the “Second Time-Based Vesting Date” and together with the First Time-Based Vesting Date, the “Time-Based Vesting Dates”). (b) Notwithstanding anything to the contrary in Section 3(a) above, in the event that the Company fails to achieve the Threshold level of performance under the Vesting Metric during fiscal year 2019, the vesting of the Performance Stock Units shall immediately cease and all of the Performance Stock Units shall be immediately forfeited as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationfiscal year 2019. (iic) Notwithstanding anything to the contrary in Section 3(a) above and subject to the conditions set forth below, if the Company consummates a Covered Transaction prior to the end of fiscal year 2019, the Performance Stock Units granted hereby that have not otherwise vested or been terminated, forfeited, relinquished or expired prior to the Covered Transaction shall automatically become a number of time-vested restricted stock units assuming the greater of target or expected (as determined by the Administrator) level of performance (“Restricted Stock Units”), which Restricted Stock Units shall vest on the first anniversary of the Covered Transaction, subject to ▇▇▇▇▇▇▇’s continued employment through that date. If the Participant’s employment with Administrator certifies that the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had Vesting Metric has been achieved at during fiscal year 2019, the Target level set forth in Exhibit Aapplicable Time-Based Vesting Dates shall not be affected by any Covered Transaction, (y) such Target PRSUs and the Earned Performance Stock Units shall be settled continue to vest based on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationtheir applicable Time-Based Vesting Dates.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2014 and ending on August 31, 2017 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2017 (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs Restricted Shares shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and vest as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled.follows: (b) In Notwithstanding the foregoing, the Restricted Shares shall vest as follows: (i) all Restricted Shares shall vest in the event of the death or Disability of the Grantee; (ii) all Restricted Shares shall vest in the event that the Grantee is discharged by the Trust without Cause as defined in the Plan; and (iii) all Restricted Shares shall vest if the Grantee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a Change in Control during Control. (c) As soon as reasonably practicable after the Measurement Period where vesting of all or any portion of the PRSUs are Restricted Shares, the Trust shall notify Grantee or the Grantee’s legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Restricted Shares (“Tax Notice”). Grantee or Grantee’s legal representative, as applicable, shall tender to the Trust the amount specified in the Tax Notice within five (5) business days after the date of the Tax Notice, or such longer period of time as the Trust may designate. The Trust shall not assumed be required to remove the restrictions on such Shares until such time as the Grantee or exchanged for an equivalent substitute award the Grantee’s legal representative, as applicable, shall have paid such tax withholding amount in full. The Trust, at its sole discretion and on such terms and conditions determined by the Company Trust from time to time, may permit the Grantee or its successor: the Grantee’s legal representative to satisfy the Trust’s minimum statutory tax withholding obligations as determined by the Trust’s accounting department through (i) If the Participant is employed by sale of all or a portion of such Shares resulting from this Agreement through the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. employer’s broker or (ii) If by returning to the ParticipantTrust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot be returned to the Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Grantee or Grantee’s employment with legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Company terminated before Trust may, in its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the Change in Control by the Company on account Trust all or a portion of the ParticipantShares issued under this Agreement; or (ii) withholding the required amounts from other amounts due the Grantee or Grantee’s death legal representative, as applicable. The Trust is authorized to pay over to the appropriate authority, all federal, state, county, city or disability, then (w) the effective date of the Change in Control other taxes as shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (required pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlaw or governmental regulation or ruling.

Vesting. (a) The performance period for If, at the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in time of execution of this Agreement, Employee has ten or more years until he reaches Normal Retirement Age, Employee's right to a Retirement Benefit shall vest over a period of 10 years, at the consummation rate of 10% for each Year of Participation by Employee. If, at the time of execution of this Agreement, Employee has five or fewer years until he reaches Normal Retirement Age, Employee's right to a Retirement Benefit shall vest over a period of 5 years, at the rate of 20% for each Year of Participation by Employee. In addition, Employee shall become fully vested in his or her Retirement Benefit upon the occurrence of his or her death, Disability or a Change in Control) (the “Measurement Period”). Subject Notwithstanding any other provision of this Agreement to the terms and conditions of contrary, if Employee's employment with the Company is terminated for Cause, Employee shall forfeit his or her rights to any benefits under this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In Employee acknowledges and agrees that during the event vesting period described in Section 3.4(a) above, the Company may, from time to time, be required by applicable law to withhold amounts for certain federal employment taxes related to or incurred in connection with the amount of the occurrence benefit vested during each Year of a Change Participation (the "Employment Taxes"). Employee may elect, in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award his sole discretion, to pay such Employment Taxes by the Company or its successor: either (i) If the Participant is employed by delivering to the Company as a check, cash or other readily available funds in an amount equal to the Employment Taxes no later than 30 days prior to the end of the Change in Controlapplicable Year of Participation, then (w) the effective date of the Change in Control shall be the last day of the Measurement Periodor SUPPLEMENTAL BENEFIT AGREEMENT - A.R. GINN, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. JR. Page 4 (ii) If executing such docu▇▇▇▇ation as the Participant’s Company may require authorizing the Company to, beginning July 1 of the applicable Year of Participation, withhold from the Employee's compensation, in substantially equal amounts per pay period, the Employment Taxes. Notwithstanding the foregoing, if Employee terminates service with the Company subsequent to receiving a Year of Participation for vesting purposes under the Plan but prior to paying the entire amount of Employment Taxes applicable to such Year of Participation, Employee agrees, in the sole discretion of the Company, to either (i) execute such documentation as the Company may require authorizing the Company to withhold from the Employee's final paycheck the balance of the Employment Taxes due or (ii) deliver to the Company a check, cash or other readily available funds in an amount equal to the Employment Taxes no later than the date of termination of Employee's employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationCompany.

Vesting. All Allocated Shares shall vest and become exercisable immediately upon Allocation of such Shares. (aExhibit A – Exercise Conditions) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) TO: INSPIRATO INCORPORATED (the “Measurement PeriodCompany”). Subject ) Attention: Chief Financial Officer The undersigned, pursuant to the terms and conditions of this Agreementprovisions set forth in the attached Warrant, hereby elects to purchase the number of PRSUs that shall be deemed earned Shares set forth below covered by such Warrant. The undersigned, in accordance with Section 2 of the Warrant, h▇▇▇▇▇ agrees to pay the aggregate Exercise Price for such shares of Class A Common Stock. Upon surrender of the Warrant, duly endorsed, to the offices of the Company, a new warrant evidencing the remaining Shares covered by such Warrant but not yet exercised for and vestedpurchased, if any, shall should be determined based on issued in the level of achievement name of the performance metrics Holder. Capitalized terms used herein without definition are used as defined in the Warrant. The undersigned represents and warrants that the aforesaid shares are being acquired for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and that the undersigned has no present intention of selling, granting any participation in, or otherwise distributing the shares, nor does it have any contract, undertaking, agreement or arrangement for the same, and all representations and warranties of the undersigned set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% in Section 11 of the Target PRSUsattached Warrant are true and correct as of the date hereof. Any PRSUs (and any related Dividend Equivalents) that are determined not Number of Shares with respect to which the Warrant is being exercised: Aggregate Exercise Price to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant paid in cash or the Company. As soon as reasonably practicable following the end of the Measurement Periodby wire transfer: $ Holder: By: Name: Title: ASSIGNOR: COMPANY: INSPIRATO INCORPORATED WARRANT: THE WARRANT TO PURCHASE SHARES OF CLASS A COMMON STOCK ISSUED ON MARCH 13, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the 2023(THE “Determination DateWARRANT”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.DATE: _________________________

Vesting. Except as otherwise provided in the Plan or an employment agreement or service agreement, the terms of which have been approved by the Administrator, the Restricted Stock Units will vest pursuant to the Vesting Schedule set forth in the Certificate. Restricted Stock Units that have vested and are no longer subject to forfeiture according to the Vesting Schedule are referred to herein as “Vested Units.” Restricted Stock Units that have not vested and remain subject to forfeiture under the Vesting Schedule are referred to herein as “Unvested Units.” The Unvested Units will vest and become payable in accordance with the Vesting Schedule. As soon as practicable after the Unvested Units become Vested Units, the Company will settle the Vested Units by issuing to Director one share of the Company’s Common Stock for each Vested Unit (the date of such settlement, the “Payment Date”). No fractional shares shall be issued under this Agreement. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Forfeiture of Unvested Units. Except as otherwise provided in this AgreementSection, Restricted Stock Units previously granted to Director may be forfeited, unless the consummation Nominating and Governance Committee of the Board shall deem facts sufficient to prevent forfeiture, if Director: i) shall be found guilty of a Change in Controlfelony or is found guilty of breach of fiduciary duty to the Company; ii) ceases to be a director for reasons other than death, incapacity or retirement from the Board after at least five (5) years of service as a director of the Company prior to vesting of any Restricted Stock Units awarded (an “Measurement PeriodInvoluntary Termination”); or iii) elects not to stand for reelection. Subject to the terms and conditions of this Agreement, the number of PRSUs that No Shares shall be deemed earned and vested, if any, shall be determined based on the level of achievement issued or issuable with respect to any portion of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs Award that may be earned terminates unvested and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledis forfeited. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. Subject to the remaining provisions of this Award: (a) Time-vesting SARs. The performance period for SARs shall vest, with respect to the PRSUs number of Shares indicated above in the box labeled “Time-vesting SARs,” if you remain continuously employed by the Company until the respective dates below. You may exercise them as to the number of SARs, in full or in part, at any time on or after the earliest Exercise Date or Dates identified in the following table: (b) Performance-vesting SARs: The SARs shall be the period beginning January vest, in an amount up to your Maximum Performance-vesting SARs (defined below) on March 1, 2024 [YEAR 4],1 subject to your continued employment to that date and ending on December 31, 2026 (or, if earlier and except as otherwise provided in this AgreementSection 2 below. The precise amount in which you may vest will be determined in accordance with the following rules, subject to certification by the consummation Committee of a Change in Controlthe Company's Economic Value Added (EVA) (growth over the “Measurement Period”). Subject [YEAR 1] through [YEAR 3] fiscal years, relative to the terms and conditions of this Agreementnormalized EVA growth, over the number of PRSUs that shall be deemed earned and vestedsame period, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award peer companies identified by the Company or its successorCommittee: (i) If the Participant Company's EVA growth is employed by at the Company as median level of the Change Company's peer group, you will have the opportunity to vest in Control, then (w) the effective date all of the Change in Control shall be the last day of the Measurement Period, Performance-vesting Shares (x) the Participant shall earn and vest in the at Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationLevel). (ii) If the Participant’s employment with Company's EVA growth is above the Company terminated before median level of the Change Company's peer group, you will have the opportunity to vest in Control a multiple (set by the Company on account Committee) of your Performance-vesting SARs, up to your Maximum Performance-vesting SARs. 1 For awards with an Award Date of December 3, [YEAR]. For awards with a later Award Date, throughout this Award “March 1, [YEAR 4]” means the later of March 1, [YEAR 4] or the third anniversary of the Participant’s death or disability, then Award Date. (wiii) If the effective date Company's EVA growth is below the median level of the Change in Control shall be Company's peer group but above the last day 40th percentile of the Measurement Periodpeer group, (x) you will have the Participant shall earn and opportunity to vest in at least a fraction (set by the Pro Rata Portion (pursuant to Section 6(b)Committee) of your Performance-vesting SARs (so that the Total Number of SARs vested will be less than the Target PRSUs as Level). (iv) If the Company's EVA growth is at or below the 40th percentile of the Change Company's peer group, you will not have the opportunity to vest in Control as if the Performance Metrics had been achieved any portion of your Performance-vesting SARs (at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date Level or otherwise). Your “Maximum Performance-vesting SARs” is 200% of the Change number of Control and SARs indicated above in the box labeled “Total Number of SARs (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on at Target Level)” minus the Change in Control shall be forfeited and cancelled with no considerationnumber of your Time-vesting SARs.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this AgreementSection 3, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 6 or Section 7 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s rights and interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2025, and ending on August 31, 2028 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2028 (the “Measurement Date”) (subject to adjustment under Section 8(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets; (2) stock-based compensation expense and related charges; (3) goodwill impairment charges, net of any tax related implications; (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target; and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Committee and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a "Material Event"), “adjusted core earnings per share" determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share" for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule, with using linear interpolation, as determined by the Committee: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 200 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to Committee determination that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Service has not terminated before the date on which the Committee determines that the Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied, which shall be no later than seventy (70) days after the last day of the Performance Period ("Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an "officer" of the Company for purposes of Section 16 of the Exchange Act, the determination may be earned and vested ranging from zero to 200% made by (i) such ▇▇▇▇▇▇▇'s divisional Executive Vice President or the Chief Executive Officer of the Target PRSUsCompany, (ii) the Chief Operating Officer of the Company or (iii) the President of the Company (each, an "Authorized Officer"). Any PRSUs (The Committee’s or such Authorized Officer's good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during Control. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Measurement Period where Company, or any other circumstance or event, including any circumstance or event outside the PRSUs are not assumed or exchanged for an equivalent substitute award by control of the Grantee, adversely affects the ability of the Company or its successor: (i) If the Participant is employed by Grantee to satisfy the Company as Performance Goal or in any way prevents the satisfaction of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2014 and ending on August 31, 2017 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2017 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for Unless otherwise set forth in an agreement between the PRSUs shall be Participant and the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this AgreementCompany, the number of PRSUs PSUs that shall be deemed earned and vestedvest on the applicable Vesting Date(s), if any, shall be determined based on by the level of achievement attainment of the performance metrics set forth on Exhibit Performance Metric during the Performance Periods in accordance with Appendix A (such performance metricsattached hereto, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero subject to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant continuously providing services to the Company or the Companyits Affiliates through each such Vesting Date. As soon as reasonably practicable following the end of the Measurement Period, the The Committee shall determine certify the level of achievement of the Performance Metrics and Metric no later than thirty (30) days following the percentage last day of each Performance Period, as contemplated by Appendix A. Notwithstanding the Target PRSUs earned pursuant to such criteria (the date of such determinationpreceding sentence, the “Determination Date”). As any PSUs achieved by Participant shall settle as soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledapplicable Vesting Date. (b) In Unless otherwise set forth below, if the event Participant incurs a termination of service for any reason at any time prior to the applicable Vesting Date(s) contemplated by Appendix A (including if the Participant voluntarily resigns without Good Reason), the Participant shall forfeit any unvested PSUs as of the occurrence date of termination of service. 1 Note to draft: The number of PSUs representing a target value of $2.45 million, determined by the Monte Carlo method. (c) Upon the Participant’s termination of service (i) by the Company without Cause (which term for all purposes of this Agreement shall have the same meaning as a “Cause Event” under the Employment Agreement) or (ii) by the Participant for Good Reason, in either case during the period beginning three (3) months prior to the effective date of a Change in Control during and ending on the Measurement second anniversary following such effective date (such period a “CIC Period” and such termination, a “CIC Termination”), then in each case the unvested PSUs shall vest in full (x) based on actual performance for any Performance Period where that is completed prior to the PRSUs are termination date, or (y) for any Performance Period that is not assumed or exchanged for an equivalent substitute award completed prior to the termination date, and notwithstanding anything in Appendix A to the contrary, based on the Change in Control price, as determined by the Company or its successor: Committee by reference to the definitive documentation for the Change in Control transaction and with any such Performance Period under this clause (iy) If being deemed to have ended on the Participant is employed by date of the Company as consummation of the Change in Control, then . Any PSU’s that vest in accordance with this clause (wc) shall vest as of the effective date of the Participant’s termination of service or the date of such Change in Control shall be Control, if later than the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change such termination of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationservice. (iid) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of Upon the Participant’s death or disabilityDisability, then the unvested PSUs shall vest in full (wx) based on actual performance for any Performance Period that is completed prior to the effective termination date, or (y) for any Performance Period that is not completed prior to the termination date, and notwithstanding anything in Appendix A to the contrary, with the applicable price being based on the average closing stock price of each trading day during the 90 calendar days ending on the day before the termination date and with any such Performance Period under this clause (y) being deemed to have ended on the date of the Change in Control shall termination, and with such vesting to be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs effective as of the Change date of the termination. (e) Upon the Participant’s termination of service (i) by the Company without Cause, or (ii) by the Participant for Good Reason, in Control each case, outside the CIC Period, the unvested PSUs shall vest on the applicable Vesting Date as if the Participant had remained actively employed through such date, based on actual performance for any Performance Metrics had been achieved Period; provided, however, such unvested PSUs shall, at all times prior to the Target level set forth applicable Vesting Date, remain subject to forfeiture in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled accordance with no considerationSection 3 below.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Except as otherwise provided in this AgreementSection 3, Restricted Stock Units subject to this grant shall vest as follows: (a) 8,750 Restricted Stock Units shall vest on the consummation one year anniversary of a Change in Control) (the “Measurement Period”). Subject Legal Grant Date subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics Participant achieving certain Key Performance Indicators set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled.B attached hereto; (b) 8,750 Restricted Stock Units, shall vest on the two year anniversary of the Legal Grant Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto; (c) 8,750 Restricted Stock Units, shall vest on the three year anniversary of the Legal Grant Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto; (d) 8,750 Restricted Stock Units, shall vest on the four year anniversary of the Legal Grant Date subject to the Participant achieving certain Key Performance Indicators set forth on Exhibit B attached hereto. For purposes of this Section, the period of time between each anniversary of the Legal Grant Date shall be referred to as the “Vesting Year”. In the event of the occurrence Participant's Termination of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Service by the Company without Cause or its successor: for Good Reason, all unearned Restricted Stock Units awarded under this Award Agreement that could be earned during the Vesting Year in which the Termination of Service occurs shall vest immediately prior to the Termination of Service. As used in this Agreement, “Good Reason” shall mean Participant’s resignation if after twelve (12) months from the Legal Grant Date, if (i) If the Participant is employed by the Company as not satisfied with his compensation package at that time; or (ii) Participant’s title or duties are materially adversely modified without Participant’s consent. Notwithstanding anything else contained herein, if there is a Change of the Change in ControlControl prior to a Termination of Service, then (w) the effective date of the Change in Control all unearned Restricted Stock Units awarded under this Award Agreement shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of immediately prior to the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationControl. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. The Award shall be subject to two vesting conditions, each of which must be satisfied: (a) The performance period time-based vesting equal to 16.67% of the number of RSUs subject to the award (rounded to the nearest whole share) on July 14, 2013 and on each six-month anniversary of July 14, 2013 (unless such date shall be a day on which the U.S. stock exchanges are closed, in which case the vesting date shall be extended to the next succeeding business day); and (b) a performance-based condition of written certification by the Compensation Committee of the Board of Directors of the Company of positive fully-diluted earnings per share (“EPS”) of the Company (subject to adjustment as provided below) for the PRSUs shall be the period beginning January 1, 2024 and fiscal year ending on December 31, 2026 (or2013. If and when the performance-based condition is met, if earlier all RSUs that had previously met the time-based vesting condition will vest immediately and the remaining RSUs will vest according to the remaining schedule of the time-based condition. If the performance-based condition is not met, all RSUs will be forfeited. Upon vesting, each RSU shall automatically be converted into one share of common stock of the Company and a certificate representing such share shall be delivered to the Key Person as otherwise provided promptly as practicable thereafter. For purposes of determining the EPS of the Company in this Agreementany particular fiscal year, the consummation of a Change in Control) (the “Measurement Period”). Subject EPS shall be increased to the terms and conditions of this Agreement, the number of PRSUs extent that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A EPS was reduced in accordance with generally accepted accounting principles (such performance metrics, the “Performance MetricsGAAP”) over the Measurement Periodby objectively determinable amounts due to: 1. A change in accounting policy or GAAP; 2. Dispositions of assets or businesses; 3. Asset impairments; 4. Amounts incurred in connection with any financing; 5. Losses on interest rate swaps resulting from ▇▇▇▇ to market adjustments or discontinuing ▇▇▇▇▇▇; 6. Board approved restructuring or similar charges including but not limited to charges in conjunction with or in anticipation of an acquisition; 7. Losses related to environmental, with the number of PRSUs that may be earned and vested ranging legal, product liability or other contingencies; 8. Changes in tax laws; 9. Losses from zero to 200% of the Target PRSUsdiscontinued operations; and 10. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant Other extraordinary, unusual or infrequently occurring items as disclosed in the Company. As soon as reasonably practicable following 's financial statements or filings under the end Securities Exchange Act of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled1934. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for Participant’s interest in the PRSUs Restricted Share Units awarded under paragraph 1 shall become vested and nonforfeitable as follows: thirty-three and one-third percent (33-1/3%) of the Restricted Share Units shall vest on each one year anniversary of the Award Date such that all of the Restricted Share Units shall be fully vested after three (3) years from the period beginning January 1Award Date so long as Participant remains a bona fide employee of the Company (or its Subsidiaries). Upon vesting, 2024 and ending on December 31the American Depositary Receipts representing the Shares subject to the vested Restricted Share Units shall be delivered to Participant from the Trust, 2026 provided the withholding requirements of paragraph 6 have been satisfied. (orb) If Participant ceases to be a bona fide employee of the Company or any of its Subsidiaries for any reason, if earlier and then except as otherwise provided in this Agreementsubparagraph (b) or in subparagraph (c), the consummation of a Change in Control) (the “Measurement Period”). Subject all Restricted Share Units to the terms extent not yet vested under subparagraph (a) on the date Participant ceases to be an employee shall be forfeited by Participant without payment of any Shares or other consideration to Participant therefor. Notwithstanding the foregoing, if Participant’s employment is terminated under the provisions of the Company’s Separation Pay Plan, Participant’s interest in all Restricted Share Units awarded hereunder shall become fully vested and conditions nonforfeitable as of the date of termination; provided, however, that this sentence shall not apply if the Award Date is less than six (6) months prior to the date of such termination of employment. (c) If Participant’s employment terminates by reason of death, Disability (as defined below) or Retirement (as defined below), Participant’s interest in all Restricted Share Units awarded hereunder shall become fully vested and nonforfeitable as of the date of termination of employment; provided, however, that this sentence shall not apply if the Award Date is less than six (6) months prior to the date of termination of employment as a result of death, Disability or Retirement. For purposes of this Agreement, “Disability” means disability which entitles Participant to long-term disability benefits under the number Union Bank of PRSUs that shall be deemed earned and vestedCalifornia Long Term Disability Plan. For purposes of this Agreement, if any, shall be determined based on the level “Retirement” means termination of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by and its Subsidiaries on or after attaining age sixty-two (62) with ten (10) or more years of service with the Company on account or any of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationits Subsidiaries.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2019 and ending on August 31, 2022 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2022 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Below $9.75 0 % $9.75 20 % $11.65 100 % $12.50 150 % Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be earned and vested ranging from zero to 200% made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Target PRSUsCompany or by the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) for the last two fiscal years (that is, the fiscal years ending and ) during the three-year period beginning , and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending and and shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Two Fiscal Years Ending [ ] and [ ] Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2018 and ending on August 31, 2021 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2021 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Below [$X] 0 % [$X] 20 % [$X] 100 % [$X] 150 % Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be earned and vested ranging from zero to 200% made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Target PRSUsCompany or by the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs Restricted Stock Units shall be the period beginning January 1, 2024 and ending on December 31, 2026 (orvest, if earlier and at all, as otherwise provided in this Agreementthe Vesting Schedule set forth in your Grant Notice and the Plan, provided that vesting shall cease upon the consummation termination of your Continuous Service. Note that if a Change vesting date falls on a day that is not a business day, such day shall instead fall on the last preceding business day. Notwithstanding the foregoing, in Controlthe event that you are subject to the Company’s Stock Trading By Officers and Directors policy (or any successor policy) and any shares covered by your Award vest on a day (the “Measurement PeriodOriginal Vest Date”)) that does not occur during a “window period” applicable to you as determined by the Company in accordance with such policy, then such shares shall not vest on such Original Vest Date and shall instead vest on the earliest to occur of the following: (i) the first day of the next “window period” applicable to you pursuant to such policy; (ii) your Involuntary Termination Without Cause (as defined in Section 2(b) below) after the Original Vest Date; or (iii) the day that is sixty (60) days after the Original Vest Date. Subject Shares acquired by you that have vested in accordance with the Vesting Schedule set forth in the Grant Notice and this Section 2(a) or any other provision of the Plan are “Vested Shares.” Shares acquired by you pursuant to the terms and conditions this Agreement that are not Vested Shares are “Unvested Shares.” (b) For purposes of this Agreement, the number of PRSUs that “Involuntary Termination Without Cause” shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or mean the Company. As soon as reasonably practicable following the end ’s termination of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to your Continuous Service unless such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event termination was on account of the occurrence of any of the following: (i) your commission of any felony or any crime involving fraud, dishonesty or moral turpitude; (ii) your attempted commission of, or participation in, a Change in Control during fraud or act of dishonesty against the Measurement Period where Company or an Affiliate; (iii) your intentional, material violation of any material contract or agreement between you and the PRSUs are not assumed Company or exchanged for an equivalent substitute award Affiliate or any statutory duty owed to the Company or an Affiliate; (iv) your unauthorized use or disclosure of confidential information or trade secrets of the Company or an Affiliate; or (v) your gross misconduct. The determination that your Continuous Service was terminated due to an Involuntary Termination Without Cause shall be made by the Company or in its successor: (i) If the Participant is employed sole discretion. Any such determination by the Company as for the purposes of this Agreement shall have no effect upon any determination of the Change in Control, then (w) the effective date rights or obligations of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with you or the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) for any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationother purpose.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Except as otherwise expressly provided in this Agreement, if the consummation Committee determines that the Performance Goals for the Performance Period have been met and the other terms and conditions set forth in the AIP have been satisfied, you will be entitled to receive payment of a Change Bonus Award Payment. Except as expressly provided in Control) this Agreement, you will not be eligible to receive payment of the Bonus Award if you have not been continuously and actively been employed with Equinix or an Affiliate (the “Measurement PeriodEmployer”)) through the date of payment described under the heading “Payment” or any of the following circumstances apply on the date of payment without any further action by the Company or the Committee: • you are on a Performance Improvement Plan; • you are on notice (whether given or received) for a termination of employment with the Employer; • you on garden or similar non-paid leave; and/or • you have been suspended from your duties for any reason and/or are subject to ongoing proceedings. Subject You will not be considered to be continuously and actively employed with the Employer once you have stopped providing services, notwithstanding any notice period mandated under the employment laws of the country where you reside (e.g., active employment would not include a period of “garden leave” or similar period pursuant to the employment laws of the country where you resides), unless otherwise determined by the Company on a country-by-country basis. Unless otherwise determined by the Committee, a leave of absence will not constitute a termination of continuous service. The Committee has the exclusive discretion to determine when you are no longer actively employed for purposes of the Bonus Award, subject to compliance with Section 409A of the Code. Cash Payment - Any Bonus Payment Award that becomes payable in accordance with the terms and conditions of this Agreementunder the heading “Vesting” will be paid in cash. Payment Timing - Except as otherwise provided in the following sentence, the number Bonus Award Payment will be paid as soon as practicable following the date the Committee determines the Performance Goal Attainment Factor and determines a Bonus Award has vested and is payable for the Performance Period. Payment Amount -The Committee retains the right, in its sole discretion, to modify the determination of PRSUs that shall be deemed earned and vestedthe Performance Goal Attainment Factors (resulting in a reduction, an increase or elimination (including to zero) of, the amount of the Bonus Award Payment) to take into account recommendations of the Chief Executive Officer of the Company and/or such additional factors including qualitative factors, if any, shall be determined based on that the level Committee may deem relevant to the assessment of achievement individual or corporate performance for the Performance Period. New Hires - If you begin employment with the Employer following the commencement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence amount of a Change in Control during Bonus Award Payment, if any, that becomes payable will be pro rated by multiplying the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award Bonus Award Payment by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationParticipation Period Factor. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. The option shall vest <<Vesting Schedule>>. You understand that, during any period in which the shares which may be acquired pursuant to your Option are subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended (a) The performance period and you yourself are also so subject), in order for your transactions under the Plan to qualify for the PRSUs shall be exemption from Section 16(b) provided by Rule 16b-3, a total of six months must elapse between the period beginning January 1grant of the Option and the sale of shares underlying the Option. Please execute the Acceptance and Acknowledgement set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, 2024 NMT Medical, Inc. By: Name: Title: ACCEPTANCE AND ACKNOWLEDGEMENT I, a resident of the State of , accept the Option (dated <<Grant Date>>) described above granted under the NMT Medical, Inc. 1996 Stock Option Plan for Non-Employee Directors, as Amended, and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation acknowledge receipt of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions copy of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement including a copy of the performance metrics set forth on Exhibit A Plan. I have read and understand the Plan. Dated: Taxpayer I.D. Number: Signature: [First Name] [Last Name], <<G▇▇▇▇ Date>>. NOTICE OF EXERCISE The undersigned, pursuant to a Nonstatutory Stock Option Letter Agreement (such performance metrics, the “Performance MetricsAgreement”) over between the Measurement Periodundersigned and NMT Medical, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria Inc. (the date of such determination“Company”), hereby irrevocably elects to exercise purchase rights represented by the Agreement, and to purchase thereunder shares (the “Determination DateShares”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of Company’s common stock, $.001 par value (“Common Stock”), covered by the Change Agreement and herewith makes payment in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationfull therefor.

Vesting. The RSUs granted pursuant to this Agreement shall vest on the applicable date below (athe “Vesting Date”): A. Executive shall become fully vested in the RSUs granted pursuant to this Agreement thirty-six (36) The performance period months after the Grant Date (i.e., on [Date]), provided that Executive has remained continuously employed on a full-time basis by CACI for the PRSUs entire thirty-six (36) month period. Executive shall be also become fully vested in the period beginning January RSUs granted pursuant to this Agreement in the event any of the following occur on or before [Date]: (1) In the event of termination of Executive’s full-time employment with CACI as a result of Executive’s Disability or death prior to [Date], 2024 all RSUs granted pursuant to this Agreement shall become 100 percent vested upon Executive’s death or Disability. (2) In the event of a Good Reason Termination or Involuntary Termination Without Cause (each as defined below) prior to [Date], and ending on December 31, 2026 within twenty-four (or, if earlier and as otherwise provided in this Agreement, the consummation of 24) months following a Change in Control, the RSUs granted pursuant to this Agreement shall become 100 percent vested on the date of such Good Reason Termination or Involuntary Termination Without Cause. (3) In the event of Executive’s voluntary Retirement (as defined below), the “Measurement Period”)RSUs granted pursuant to this Agreement shall become 100 percent vested on the date of Executive’s Retirement. B. Except as provided in Article III. Subject A. 1, 2 or 3 above or otherwise determined by the Committee, in order to become vested in RSUs under the terms and conditions of this Agreement, the number Executive must have been in the continuous full-time employ of PRSUs that CACI (or an Affiliate of CACI) from the Grant Date through the close of business on the Vesting Date. The Executive shall not be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at employed by CACI (or an Affiliate of CACI) if the end Executive’s employment has been terminated, even if the Executive is receiving severance in the form of salary continuation through the Measurement Period shall be forfeited and cancelled regular payroll system. If Executive terminates employment with CACI (or an Affiliate of CACI) for no value without further action of the Participant any reason other than a Good Reason Termination or the Company. As soon as reasonably practicable Involuntary Termination Without Cause within twenty-four (24) months following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs or by Retirement, Disability or death, or converts from full-time to part-time status (other than after becoming eligible for Retirement), Executive shall forfeit any RSUs granted under this Agreement that are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company vested as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationdate. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account C. The following definitions shall apply for purposes of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.this Agreement:

Vesting. (a) The performance period Company will pay you the Per Share Cash Value for the PRSUs shall each vested Unit, with such payment to be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based made on the level of achievement applicable vesting date or as soon as administratively practicable thereafter; provided that in no event shall any such payment be delivered later than the fifteenth day of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable third month following the end of the Measurement Periodcalendar year with respect to which the Units were earned and not subject to forfeiture. For purposes of vesting under this Deferred Cash Replacement Award, with respect to any PSU award, you are entitled to vest in an amount no greater than the Committee shall determine target amount of Units under the level award. Each Unit with respect to a RSU will vest, and you will receive the Per Share Cash Value for each such Unit, in accordance with the time-vesting schedule in your applicable Grant Summary. Each Unit with respect to a PSU will be deemed to vest ratably on the last day of achievement each fiscal year during the portion of the Performance Metrics performance period (as set forth in the applicable Grant Summary) applicable to the Units that occurs following the Effective Date, and you will receive the percentage of the Target PRSUs earned pursuant to Per Share Cash Value for each such criteria Unit, in accordance with this time-vesting schedule and this Paragraph 2 (the date of such determination, the “Determination Date”Vesting). As soon as reasonably practicable following Notwithstanding the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs)foregoing, all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award if your “Employment” is terminated by the Company or your “Employer” without “Cause” (each as defined below) on or following the Effective Time and prior to the 24-month anniversary of the Effective Time, you will become 100% vested as of your date of Employment termination and the payment of the Per Share Cash Value for each Unit vesting upon the date of your Employment termination will be made within ten days following such date. As used herein, the term “Cause” means: (a) a violation of your obligations regarding confidentiality or the protection of sensitive, confidential or proprietary information, or trade secrets; (b) an act or omission by you resulting in your being charged with a criminal offense that constitutes a felony or involves moral turpitude or dishonesty; (c) conduct by you that constitutes poor performance, gross neglect, insubordination, willful misconduct, or a breach of the Company’s Code of Conduct or a fiduciary duty to the Company or its successor: stockholders; or (id) If the Participant is employed determination by the Company as senior management of the Change in ControlCompany that you violated state or federal law relating to the workplace environment, then (w) the effective date of the Change in Control shall be the last day of the Measurement Periodincluding, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit Awithout limitation, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlaws relating to sexual harassment or age, sex, race, or other prohibited discrimination. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs Granted PBRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of subject to both a Change in Control) time-based vesting condition (the “Measurement PeriodTime-Based Condition”) and a performance-based vesting condition (the “Performance-Based Condition”), as described herein. Subject None of the Granted PBRSUs (or any portion thereof) shall be “vested” for purposes of this Agreement unless and until both the Time-Based Condition and the Performance-Based Condition for such Granted PBRSUs are satisfied. The number of Granted PBRSUs that become “vested” for purposes of this Agreement (which, for the sake of clarity and avoidance of doubt, may be less than or greater than the number of PBRSUs specified above as having been granted on the Grant Date) shall equal the product of (x) the number of the Granted PBRSUs that have satisfied the Time-Based Condition and (y) the percentage level at which the Performance-Based Condition has been satisfied. (i) The Time-Based Condition shall be satisfied on the Performance Measurement Date (as defined below), subject to the Participant not having ceased to perform services to the Company, except as provided in Section 2(c), prior to the Performance Measurement Date. (ii) The percentage level at which the Performance-Based Condition is satisfied will be measured as of the Performance Measurement Date and will be equal to the average of the Achievement Percentages separately determined for the Performance Goals (as defined below), where such average ultimately is determined by weighing differently each of the Performance Goals as follows: [•]% of such average will be measured by Cumulative Adjusted EBITDA; [•]% of such average will be measured by End-to-End RCM Agreement Growth; and [•]% of such average will be measured by Modular Sales Revenue. Level of Performance Table 1: Non-COC Measurement Date ([•]) Performance Goals Achievement Percentage (%) Cumulative Adjusted EBITDA ($M) End-to-End RCM Agreement Growth ($B) Modular Sales Revenue ($M) Below Threshold <[•] <[•] <[•] [•] Threshold [•] [•] [•] [•] Target [•] [•] [•] [•] Maximum [•] [•] [•] [•] (1) If the Performance Measurement Date is the Non-COC Measurement Date, then achievement will be determined pursuant to Table 1 above, subject to the terms and conditions of this Agreement, the paragraph. The maximum number of PRSUs Granted PBRSUs that shall be deemed earned satisfy the Performance-Based Condition and thus become “vested” cannot exceed [•]% of the Granted PBRSUs. For each Performance Goal, if any, shall performance between Threshold and Target or between Target and Maximum will be determined based on a pro-rata basis using straight-line interpolation between the level Achievement Percentages for the relevant levels of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledperformance. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, Grantee's continued employment with the number Company through the Vesting Date (defined below) and the Company's attainment of PRSUs that may be earned and vested ranging from zero to 200100% of the applicable Target PRSUs. Any PRSUs (and any related Dividend Equivalentsas defined below) that are determined not with respect to be earned and vested at the end fiscal year of the Measurement Period Company that precedes the fiscal year during which the Vesting Date occurs, the Restricted Stock Award shall be forfeited and cancelled for no value without further action vest as to one-third of the Participant or shares of Restricted Stock underlying the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria Restricted Stock Award (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b"Annual Vesting Portion") In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be on the last day of the Measurement Periodfiscal first quarter of each of the 2006, 2007 and 2008 fiscal years of the Company (x) each a "Vesting Date"); PROVIDED, HOWEVER that, if, the Participant Company attains or exceeds 90% of the Target, but less than 100%, with respect to any fiscal year, then the Annual Vesting Portion shall earn and vest in respect of such fiscal year as follows: 50% of the Annual Vesting Portion shall vest if 90% of Target PRSUs is attained, and, for performance between 90% and 100% of Target, the remaining amount of the Annual Vesting Portion that vests shall be determined using straight line interpolation. To the extent that any shares comprising the Annual Vesting Portion do not vest on the applicable Vesting Date as provided in this Section 2, such shares shall be forfeited, together with any associated purchase price by the Grantee for said restricted shares. In no event later than 90 days after the commencement of each fiscal year of the Company, the Committee shall establish a Company performance target (the "Target") for such fiscal year, which may consist of one or more performance measurements. Notwithstanding the foregoing, with respect to each of the 2005, 2006 and 2007 fiscal years of the Company, the Committee shall have sole discretion to determine whether the applicable Target has been met as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of such Fiscal Year, and any Annual Vesting Portion shall be deemed vested as of the Measurement Period, (x) Vesting Date only to the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) extent of attainment of the Target PRSUs as of certified by the Committee. The Target and its constituent performance measurements may be equitably adjusted by the Committee in its sole discretion to reflect a Change in Control (as if defined in the Performance Metrics had been achieved at the Target level set forth Plan) and other corporate events, including, without limitation, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, other relevant changes in Exhibit Acapitalization, (y) such Target PRSUs extraordinary non-recurring events, acquisitions, divestitures and other corporate changes. Vesting shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change occur only in Control shall be forfeited and cancelled with no considerationwhole shares.

Vesting. Subject to the remaining provisions of this Award: (a) Time-vesting SARs. The performance period for SARs shall vest, with respect to the PRSUs number of Shares indicated above in the box labeled “Time-vesting SARs,” if you remain continuously employed by the Company until the respective dates below. You may exercise them as to the number of SARs, in full or in part, at any time on or after the earliest Exercise Date or Dates identified in the following table: (b) Performance-vesting SARs: The SARs shall be the period beginning January vest, in an amount up to your Maximum Performance-vesting SARs (defined below) on March 1, 2024 [YEAR 4],1 subject to your continued employment to that date and ending on December 31, 2026 (or, if earlier and except as otherwise provided in this AgreementSection 2 below. The precise amount in which you may vest will be determined in accordance with the following rules, subject to certification by the consummation Committee of a Change in Controlthe Company's Economic Value Added (EVA) (growth over the “Measurement Period”). Subject [YEAR 1] through [YEAR 3] fiscal years, relative to the terms and conditions of this Agreementnormalized EVA growth, over the number of PRSUs that shall be deemed earned and vestedsame period, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award peer companies identified by the Company or its successorCommittee: (i) If the Participant Company's EVA growth is employed by at the Company as median level of the Change Company's peer group, you will have the opportunity to vest in Control, then (w) the effective date all of the Change in Control shall be the last day of the Measurement Period, Performance-vesting Shares (x) the Participant shall earn and vest in the at Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationLevel). (ii) If the Participant’s employment with Company's EVA growth is above the Company terminated before median level of the Change Company's peer group, you will have the opportunity to vest in Control a multiple (set by the Company on account Committee) of your Performance-vesting SARs, up to your Maximum Performance-vesting SARs. (iii) If the Company's EVA growth is below the median level of the Participant’s death or disability, then (w) Company's peer group but above the effective date 40th percentile of the Change peer group, you will have the opportunity to vest in Control shall at least a fraction (set by the Committee) of your Performance-vesting SARs (so that the Total Number of SARs vested will be less than the last day Target Level). 1 For awards with an Award Date of December 3,[YEAR]. For awards with a later Award Date, throughout this Award “March 1, [YEAR 4]” means the later of March 1, [YEAR 4] or the third anniversary of the Measurement PeriodAward Date. (iv) If the Company's EVA growth is at or below the 40th percentile of the Company's peer group, (x) you will not have the Participant shall earn and opportunity to vest in the Pro Rata Portion any portion of your Performance-vesting SARs (pursuant to Section 6(bat Target Level or otherwise)) . Your “Maximum Performance-vesting SARs” is 200% of the number of SARs indicated above in the box labeled “Total Number of SARs (at Target PRSUs as Level)” minus the number of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationyour Time-vesting SARs.

Vesting. (ai) All of the Restricted Stock Units shall initially be unvested. All Restricted Stock Units shall vest based on the Company’s achievement of the Performance Goals. The performance period Compensation Committee shall determine achievement of such Performance Goals in its sole discretion when the Company completes its annual audit for the PRSUs Company’s last fiscal year of the Performance Period, but no later than 90 days following the end of such fiscal year, and the date upon which the Compensation Committee determines such performance shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) applicable vesting date (the “Measurement PeriodDate of Vesting”). Subject If Grantee terminates Grantee’s Business Relationship with Lands’ End prior to the terms Date of Vesting (except as provided in subsection 3(a)(ii) and conditions (iii) below), such Grantee shall forfeit any unvested Restricted Stock Units upon such termination of this AgreementBusiness Relationship. (ii) If, following the number twelve (12) month anniversary of PRSUs that the Issuance Date, Grantee’s Business Relationship with Lands’ End terminates due to the Grantee’s permanent and total disability (as defined in the Company’s long-term disability program, regardless of whether the Grantee is covered by such program) (“Disability”), Restricted Stock Units not previously vested shall be deemed earned and vested, if any, shall be determined remain eligible to vest on a prorated basis through the date of termination based on the level of achievement actual performance of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested Company at the end of the Measurement Period Performance Period. (iii) If, following the twelve (12) month anniversary of the Issuance Date, Grantee’s Business Relationship with Lands’ End terminates due to the Grantee’s death, Restricted Stock Units not previously vested shall remain eligible to vest on a prorated basis through the date of death, and Grante▇’▇ ▇▇▇ate shall be forfeited and cancelled for no value without further action eligible to receive such pro-rated Restricted Stock Unit award, payable in cash based on actual performance of the Participant or the Company. As soon as reasonably practicable following Company at the end of the Measurement Performance Period. (iv) Any proration of the Restricted Stock Units described in subsections 3(a)(ii) and(iii) shall be based on a fraction, the Committee shall determine numerator of which is the level number of achievement of full months lapsed during the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (Period through the date of such determinationtermination or death, as applicable, and the denominator of which is the full number of months in the Performance Period (the “Determination DatePro Rata Fraction”) and the number of Restricted Stock Units which vest per subsections 3(a)(ii) and (iii). As soon , shall be determined by multiplying (i) the .Pro Rata Fraction by (ii) the number of Restricted Stock Units that would have vested based on actual performance as reasonably practicable following determined by the Determination Date (but no later than March 15th of the year following the year in which Compensation Committee at the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledPerformance Period. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for All Options granted pursuant to this Agreement shall vest and become exercisable in accordance with the PRSUs shall be following schedule, in each case, subject to the period beginning January 1Optionee’s commencement of and continued Employment (as defined below) through the applicable vesting date, 2024 and ending on December 31, 2026 (or, if earlier and except as otherwise provided in this AgreementSection 2(c) below: Six month anniversary of Commencement Date (as defined below) 12.5 % Twelve month anniversary of the Commencement Date 12.5 % Eighteen month anniversary of the Commencement Date 12.5 % Twenty-four month anniversary of Commencement Date 12.5 % Thirty month anniversary of the Commencement Date 12.5 % Thirty-six month anniversary of Commencement Date 12.5 % Forty-two month anniversary of Commencement Date 12.5 % Forty-eight month anniversary of Commencement Date 12.5 % For purposes of the foregoing vesting schedule, the consummation number of a Change in Control) (shares vested shall be rounded down to the “Measurement Period”). Subject nearest whole share, until the last vesting date on which date the balance of the shares shall vest subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledprovided herein. (b) In the event the Optionee does not commence employment with the Company on or before May 23, 2022 (the “Commencement Date”), this Option shall be automatically forfeited and cancelled for no value without any consideration being paid therefor and otherwise without any further action of the occurrence Company whatsoever. (c) Subject to Section 2(b), upon any termination of a Change the Optionee’s Employment by the Company without “Cause” (as defined in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by Optionee’s employment agreement with the Company or its successor:“Affiliates” (as defined below)), the Optionee shall be credited with an additional three (3) months of vesting provided that the Optionee satisfies any terms and conditions applicable to such additional vesting stated in the Optionee’s employment agreement with the Company or its Affiliate. (id) If Any portion of the Participant is employed by Option that does not become vested and exercisable in accordance with the provisions of Section 2 hereof shall be automatically forfeited and cancelled for no value without any consideration being paid therefor and otherwise without any further action of the Company as whatsoever on the earliest to occur of the Change events listed in ControlSection 3. For the avoidance of doubt, then (w) the effective date of the Change in Control there shall be the last day of the Measurement Period, (x) the Participant shall earn and vest no proportionate or partial vesting in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level periods prior to each vesting date set forth in Exhibit A, (ySection 2(a) such Target PRSUs and all vesting shall be settled occur only on the effective date applicable vesting date, subject to the Optionee’s commencement of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment continued Employment with the Company terminated before the Change on each applicable vesting date, except as otherwise provided in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b2(c)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Except as otherwise provided in this Agreementsubparagraphs (b) and (c) below, the consummation Participant will become vested in the Phantom Restricted Units awarded pursuant to this Agreement and credited to the Participant’s Phantom Restricted Unit Account according to the following vesting schedule, provided the Participant does not cease to be a non-employee member of a Change in Control) the Managing Board of Atlas Pipeline Holdings GP, LLC (the “Measurement PeriodCompany”). Subject ) prior to the terms and conditions applicable vesting date (the “Vesting Date”): First anniversary of this AgreementDate of Grant 25% Second anniversary of Date of Grant 25% Third anniversary of Date of Grant 25% Fourth anniversary of Date of Grant 25% The vesting of the Phantom Restricted Units shall be cumulative, but shall not exceed 100% of the Phantom Restricted Units subject to the grant. If the foregoing schedule would produce fractional Phantom Restricted Units, the number of PRSUs Phantom Restricted Units that vest shall be deemed earned and vested, if any, shall be determined based on rounded down to the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settlednearest whole Phantom Restricted Unit. (b) In If the event Participant terminates as a non-employee member of the occurrence Managing Board of the Company (the “Board”) prior to the Vesting Date for any portion of the Phantom Restricted Units, the Phantom Restricted Units credited to the Participant’s Phantom Restricted Unit Account that have not vested as of such Vesting Date shall terminate and the corresponding Units shall be forfeited as of the termination date; provided, however, that if the Participant terminates as a non-employee member of the Board on account of death or Disability (as defined in the Plan), all of the Participant’s unvested Phantom Restricted Units shall become vested as of the date of the Participant’s termination as a non-employee member of the Board on account of death or Disability. (c) If a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (ias defined in Paragraph 6 below) If occurs while the Participant is employed by the Company as a non-employee member of the Change in ControlBoard, then (w) but prior to the effective date Vesting Date for any portion of the Phantom Restricted Units, the portion of the Phantom Restricted Units credited to the Participant’s Phantom Restricted Unit Account that have not vested prior to the consummation of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs become vested as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationControl.

Vesting. (a) The performance period for Initial Grant awarded under Section 1 shall become vested and nonforfeitable in accordance with the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and following schedule so long as otherwise provided Participant remains in this Agreement, the consummation of service as a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement Non-Employee Director of the performance metrics set forth on Exhibit A Company (such performance metricsor any of its Subsidiaries). (1) On ________________, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 20033% of the Target PRSUs. Any PRSUs Initial Grant shall become fully vested and nonforfeitable. (and any related Dividend Equivalents2) that are determined not to be earned and vested at the end On ________________, 33% of the Measurement Period Initial Grant shall be forfeited become fully vested and cancelled for no value without further action nonforfeitable. (3) On ________________, the balance of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee Initial Grant shall determine the level of achievement of the Performance Metrics become fully vested and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settlednonforfeitable. (b) In The Regular Grant awarded under Section 1 shall become vested and nonforfeitable in accordance with the event following schedule so long as Participant remains in service as a director of the occurrence Company (or any of its Subsidiaries). (1) On ________________, 100% of the Regular Grant shall become fully vested and nonforfeitable. (c) If Participant ceases to be a Non-Employee Director of the Company or any of its Subsidiaries for any reason other than death, disability within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended ("Disability"), or departure from the Board as defined from time to time in the rotation policy of the Company's Corporate Governance Guidelines ("Retirement"), all Restricted Stock Units to the extent not yet vested under subsections (a) and (b) on the date Participant ceases to be a Non-Employee Director shall be forfeited by Participant without payment of any consideration to Participant therefor. (d) If Participant's service as a Non-Employee Director of the Company (or any of its Subsidiaries) terminates by reason of death, Disability or Retirement, or if the Company is subject to a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by (as defined below) while Participant is a Non-Employee Director of the Company (or any of its successor: (i) If the Participant is employed by the Company Subsidiaries), Participant's interest in all Restricted Stock Units awarded hereunder shall become fully vested and nonforfeitable as of the date of death, Disability, Retirement or Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (iie) If The Committee may, in its sole discretion, accelerate the Participant’s employment with vesting of the Regular Grant on a pro rata basis if Participant does not stand for re-election as a member of the Board of Directors of the Company terminated before the Change in Control by the Company on account and its Subsidiaries, effective upon termination of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationservice.

Vesting. (a) The performance period This Warrant shall vest as to Shares (subject to adjustment as ----- provided herein) for each $20 million of net revenues of the Company exceeding $50 million for the PRSUs shall be the twelve (12) month period beginning January ending February 1, 2024 and ending on December 312002 or February 1, 2026 2003 (or, if earlier and as otherwise provided in this Agreement, the consummation of each a Change in Control) (the “Measurement "Measuring Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs"), all earned and vested PRSUs shall be settledprovided that the gross margin for the ---------------- revenues reported in the applicable Measuring Period or Periods is at least eighty percent (80%). (b) The Chief Financial Officer of the Company, in consultation with the Audit Committee of the Board of Directors and/or the Company's then independent public accountants (the "Auditors"), shall calculate the net revenues and the -------- gross margin for each Measuring Period and send a notice showing the number of Shares, if any, which have vested during the applicable Measurement Period and a copy of his calculation (the "Calculation Notice") to the Company and to the ------------------ Holders of all the Performance Warrants, including the Holder hereof. If the Holder does not object to the calculation of the vesting within sixty (60) days (the "Objection Period") after his receipt of the Calculation Notice, the ---------------- calculation shall be final and binding upon the Holder. Upon the request of Holders of Performance Warrants for at least a majority of shares of Common Stock underlying the Performance Warrants, a representative thereof may during the Objection Period inspect the Company's financial books and records to verify the calculation in the Calculation Notice. If the Holder or another Holder of Performance Warrants timely notifies the Chief Financial Officer prior to the end of the Objection Period, specifying his objection to the calculation, the Auditors shall review the calculation and their determination shall be final and binding upon the Company. The Holder or other Holders of Performance Warrants who objected to the calculation shall bear the cost of the Auditors in reviewing the calculation, unless the Auditors make a change increasing the number of Shares to be vested, in which event the Company shall bear the cost of the Auditors' review. (c) Notwithstanding the vesting provision in this Section, this Warrant is limited to shares of Common Stock, except as may be adjusted --------------- pursuant to Section 3 hereof. In the event of that no Shares become vested hereunder, this Warrant shall terminate upon the occurrence of a Change in Control during final determination for the second Measurement Period where Period, notwithstanding the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective stated ending date of the Change in Control shall be the last day of the Measurement Exercise Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2014 and ending on August 31, 2017 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2017 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. Unless otherwise provided in this Award Agreement or in the Plan, the RSUs shall be subject to the following conditions for vesting: (a) The performance period for Committee shall determine whether First Commercial Approval or Second Commercial Approval has been obtained and the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vestednumber, if any, shall be determined based of RSUs earned. The date on which the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, Committee makes its determination as to First Commercial Approval is hereinafter referred to as the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “First Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in The date on which the end of Committee makes its determination as to Second Commercial Approval is hereinafter referred to as the Measurement Period occurs), all earned and vested PRSUs shall be settled“Second Determination Date”. (b) In The target number of RSUs as set forth above will be earned (the event “Target Earned RSUs”) upon receipt of the occurrence first Commercial Approval from any Regulatory Authority for any therapeutic compound or product of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company (the “First Commercial Approval”), provided that such approval is granted on or its successor:before the Performance Deadline. The difference between the maximum number of RSUs and target number of RSUs will be earned (the “Incremental Earned RSUs”, and together with the Target Earned RSUs, the “Earned RSUs”) upon receipt of the second Commercial Approval from any Regulatory Authority (which may, but need not, be the same Regulatory Authority that granted the First Commercial Approval) for any therapeutic compound or product of the Company (the “Second Commercial Approval”), provided that such approval is granted on or before the Performance Deadline. (ic) If the Participant is employed by the Company Except as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level otherwise set forth in Exhibit Athis Award Agreement, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) one-half of the Target PRSUs Earned RSUs shall become vested and nonforfeitable on the First Determination Date, provided Participant has maintained its relationship as a Service Provider. The second half of the Change in Control Target Earned RSUs shall become vested and nonforfeitable on the first anniversary of the First Determination Date, provided Participant has maintained its relationship as if the Performance Metrics had been achieved at the Target level a Service Provider. Except as otherwise set forth in Exhibit Athis Award Agreement, (y) such Target PRSUs one-half of the Incremental Earned RSUs shall be settled become vested and nonforfeitable on the effective date Second Determination Date, provided Participant has maintained its relationship as a Service Provider. The second half of the Change of Control Incremental Earned RSUs shall become vested and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested nonforfeitable on the Change in Control shall be forfeited and cancelled with no considerationfirst anniversary of the Second Determination Date, provided Participant has maintained its relationship as a Service Provider.

Vesting. (a) The performance period for Except as otherwise provided in subparagraphs (b), (c) and (d) below, the PRSUs shall be Participant will become vested in the period beginning January 1Phantom Units awarded pursuant to this Agreement according to the following vesting schedule, 2024 and ending on December 31, 2026 provided the Participant does not incur a termination of service as a non-employee member of the board of directors of the Company (or, if earlier and “Non-Employee Director”) prior to the applicable vesting date (the “Vesting Date”): (b) Except as otherwise provided in this Agreement, if the consummation of Participant terminates service as a Change in Control) (the “Measurement Period”). Subject Non-Employee Director prior to the terms and conditions of this AgreementVesting Date, the number Phantom Units credited to the Participant’s Phantom Unit Account that have not vested as of PRSUs that such Vesting Date shall terminate and the corresponding Units shall be deemed earned and vestedforfeited; provided, however, that if anythe Participant terminates service as a Non-Employee Director on account of death or Disability (as defined in the Plan), shall be determined based on the level of achievement all of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number Participant’s unvested Phantom Units shall become vested as of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon Participant’s termination of service as reasonably practicable following the Determination Date (but no later than March 15th a Non-Employee Director on account of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settleddeath or Disability. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (ic) If the Participant is employed terminates service as a Non-Employee Director on account of Retirement (as defined in the Plan) prior to the Vesting Date, the Phantom Units credited to the Participant’s Phantom Unit Account that have not vested will vest on a pro-rated basis as determined by the Company Committee in its sole discretion and will be paid as soon as practicable thereafter. (d) If a Change of Control (as defined in the Change in Control, then (wPlan) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) occurs while the Participant shall earn is providing service to the Service Recipient and vest the Participant ceases to serve as a Non-Employee Director, other than on account of a termination for Cause (as defined in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit APlan), (y) such Target PRSUs shall be settled on the effective date of during the Change of Control and Period (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on as defined in the Change in Control shall be forfeited and cancelled with no consideration. (ii) If Plan), the portion of the Phantom Units credited to the Participant’s employment with Phantom Unit Account that have not vested shall immediately vest and be paid within the Company terminated before thirty (30) day period following the Change in Control by termination of service to the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationService Recipient.

Vesting. Your Options will be exercisable only to the extent that they have vested. Fifty percent (a50%) The performance period of your Options (“Time Vest Options”) will vest as follows: one-third of the total Time Vest Options granted to you hereunder shall vest on April 7, 2007, one-third of the total Time Vest Options granted to you hereunder shall vest on April 7, 2008, and one-third of the total Time Vest Options granted to you hereunder shall vest on April 7, 2009; provided, however, that vesting of such Time Vest Options will occur if and only if you have been continuously employed by the Company or any Subsidiary (excluding periods of temporary disability or approved leaves of absence) from the date of this Agreement through such vesting dates. Fifty percent (50%) of your Options (“Performance Vest Options”) will vest as follows: one-third of the total Performance Vest Options granted to you hereunder shall vest on April 7, 2007, one-third of the total Performance Vest Options granted to you hereunder shall vest on April 7, 2008, and one-third of the total Performance Vest Options granted to you hereunder shall vest on April 7, 2009; provided, however, that vesting of such Performance Vest Options will occur if and only if (1) you have been continuously employed by the Company or any Subsidiary (excluding periods of temporary disability or approved leaves of absence) from the date of this Agreement through such vesting dates and (2) as of each such vesting date the Company has either: (A) met or exceeded (as determined on a basis consistent with the calculation methodologies used in the preparation of the pro forma EBITDA projections for the PRSUs Company previously distributed to you) the annual EBITDA target for the prior fiscal year as set forth below: $ $ $ or (B) met or exceeded (as determined on a basis consistent with the calculation methodologies used in the preparation of the pro forma EBITDA projections for the Company previously distributed to you) the cumulative EBITDA target for the prior fiscal years as set forth below: $ $ Further, notwithstanding the foregoing, (X) in the event that the annual and/or cumulative EBITDA targets set forth in Sections 2(b)(i)(2)(A) and 2(b)(i)(2)(B) above are not met or exceeded for a given fiscal year or years, the Board may (but shall not be obligated to) at any time prior to the Expiration Date, in the Board’s sole and unreviewable discretion and whether due to the achievement by the Company of an acceptable EBITDA threshold for a sale of the Company or otherwise, deem such EBITDA targets set forth above satisfied for such fiscal year(s) for the purposes of determining the vesting of your Performance Vest Options and (Y) if your employment is terminated without Cause or for Good Reason (other than pursuant to clause (3) of the definition of Good Reason) within one hundred eighty (180) days prior to, or twelve (12) months following, a Change in Control, such termination shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and deemed to be as otherwise provided in this Agreement, the consummation a result of a Change in Control) (the “Measurement Period”). Subject to the terms , and conditions for purposes of this Agreement, the number of PRSUs that you shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is have been employed by the Company as of on the Change in Control, then (w) the effective date of the Change in Control and the vesting and exercisability of both your Time Vest Options and Performance Vest Options shall be the last day of the Measurement Period, controlled by subsection (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)d) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationthis Section 2.

Vesting. (a) The performance period PUs subject to this Award shall be subject to both a time-based vesting condition (the “Time-Based Condition”) and a performance-based vesting condition (the “Performance Condition”), as described herein. Except as expressly provided herein, none of the PUs shall be “vested” for purposes of this Agreement (i.e., the PUs shall not have any value), unless and until both the Time-Based Condition and the Performance Condition for such PUs are satisfied. The value of the PUs that are “vested” for purposes of this Agreement at any time shall equal the product of (i) the number of the PUs that have satisfied the Time-Based Condition and (ii) the value per PU (the “Vested PU Value”) given the level at which the Performance Condition has been satisfied for the PRSUs applicable Performance Period. (i) The Time-Based Condition for one-third of the PUs shall be satisfied on each of December 31, 2017, December 31, 2018 and December 31, 2019 (each, a “Time Vesting Date”), subject to the period beginning Participant not incurring a Termination prior to the applicable Time Vesting Date. Except as provided in this Agreement and/or under an effective employment agreement between the Company and the Participant, there shall be no proportionate or partial satisfaction of the Time-Based Condition prior to the applicable Vesting Date; for the avoidance of doubt, this Award shall be treated as an equity award for purposes of any accelerated vesting provided in an employment agreement. (ii) The Vested PU Value shall be based upon the level at which the performance goal(s) designated in the scorecard for the applicable Performance Period (the “Scorecard”) is/are satisfied, which Scorecard shall be prepared by the Committee and communicated to the Participant within the first 90 days following commencement of the applicable Performance Period. The “First Performance Period” shall be January 1, 2024 and ending on 2017 through December 31, 2026 (or2017; the “Second Performance Period” shall be January 1, 2018 through December 31, 2018; and the “Third Performance Period” shall be January 1, 2019 through December 31, 2019. Notwithstanding anything to the contrary in the Scorecard, the PUs shall only vest if earlier the Company’s earnings before interest, tax, depreciation and as otherwise amortization exceed $1.00 in any of the First Performance Period, the Second Performance Period or the Third Performance Period. For the avoidance of doubt, in no event shall the Performance Condition be deemed satisfied unless actual performance equals or exceeds the threshold level provided in this Agreementthe applicable Scorecard. To the extent that the actual performance is between the threshold and target levels or between the target and maximum levels described in the Scorecard, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, Vested PU Value shall be determined based on as set forth in the Scorecard; provided that the Performance Condition shall not be satisfied and the Vested PU Value shall be zero, if the actual performance is less than the threshold level of achievement of performance; and provided, further, that the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to maximum Vested PU Value shall not exceed 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledValue. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms Participant’s continued service as an Employee of the Company, the RSUs shall vest and conditions become non-forfeitable on the third anniversary of the Grant Date (cliff vesting). (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 non-forfeitable when such fractional Shares aggregate whole Shares. (d) If the Participant’s service as an Employee of the Company is terminated for any reason other than due to the Participant’s death or Disability, or due to Participant’s Retirement (as defined below), the RSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (e) In the event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Participant within the first year following the Grant Date of this Agreement, the number of PRSUs that Participant shall be deemed earned and vested, if any, shall be determined based on the level of achievement entitled to vest in 1/3 of the performance metrics set forth on Exhibit A (such performance metrics, RSUs that would have otherwise vested had service continued through the “Performance Metrics”) over the Measurement PeriodVesting Date, with the number of PRSUs RSUs vesting on that may be earned and vested ranging from zero to 200% of date. All RSUs that do not vest in accordance with the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period preceding sentence shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved automatically at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account time of the Participant’s death death, Disability or disabilityRetirement. In the event that Participant’s employment is terminated by reason of death, then Disability or Retirement after the first year following the Grant Date of this Agreement, Participant shall be entitled to vest in all RSUs that would have otherwise vested had service continued through the Vesting Date, with the RSUs vesting on that date. (wf) the effective date For purposes of this Agreement, “Retirement” shall mean Participant’s termination of employment for any reason (other than for Misconduct as defined in Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of continuous service as an employee of the Change Company or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the foregoing, if the Company determines, in Control shall be the last day its sole discretion, that Participant has violated any of the Measurement PeriodObligations in Appendix A to this Agreement, (x) the Participant shall earn not be deemed to be eligible for Retirement and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs all RSUs that have not been settled shall be forfeited effective as of the Change in Control as if date that the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationviolation first occurred.

Vesting. You cannot exercise your Nonqualified Stock Option and purchase the Shares until your Nonqualified Stock Option is vested, which will occur as set forth under “Vesting Schedule” on Exhibit A (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of each date a Change in Control) (Nonqualified Stock Option becomes vested is the “Measurement PeriodVesting Date”). Subject to the terms Plan and conditions of this Agreement, the number of PRSUs that shall each vested Nonqualified Stock Option may be deemed earned exercised and vestedShares may be purchased, if anyin whole or in part, shall be determined based beginning on the level of achievement of applicable Vesting Date and ending at 5:00 p.m. Eastern Standard Time (“EST”) on the performance metrics date set forth next to “Expiration Date of Award” on Exhibit A (such performance metrics, the “Performance MetricsExpiration Date”) over ). The Nonqualified Stock Option will vest and become exercisable as to the Measurement Period, portion of Shares and on the dates specified in the Vesting Schedule so long as your service with the number Company is continuous and does not end. The Vesting Schedule is cumulative, meaning that to the extent your Nonqualified Stock Option has not already been exercised and has not expired, been cancelled or terminated, you may at any time purchase all or a portion of PRSUs the Shares that are vested pursuant to the Vesting Schedule. The terms of the Plan and this Agreement shall govern the forfeiture and the expiration of the Nonqualified Stock Options at any time on, prior to or after the Nonqualified Stock Option becomes vested. This Nonqualified Stock Option may be earned exercised only while you continue to provide services to the Company or any Affiliate, and vested ranging from zero to 200% only if you have continuously provided such services since the date this Nonqualified Stock Option was granted. The following provisions shall also apply: (a) In the event your employment or service terminates by reason of your death or disability (as defined in Section 22(e)(3) of the Target PRSUs. Any PRSUs Code) (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period “Permanent Disability”), then all unvested Nonqualified Stock Options shall be forfeited and cancelled cancelled, and the vested Nonqualified Stock Options shall expire and be forfeited on the earlier of (i) the Expiration Date, or (ii) at 5 p.m. EST one (1) year after your date of employment or service termination for no value without further action death or Permanent Disability. You shall not be deemed to have a Permanent Disability until proof of the Participant existence thereof shall have been furnished to the Company in such form and manner, and at such times, as the Company may require and you agree that any determination by the Company that you do or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs do not have a Permanent Disability shall be settledfinal and binding upon you. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed your employment or exchanged for an equivalent substitute award service is terminated by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Controlfor Cause, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and all Nonqualified Stock Options whether vested on the Change in Control or unvested shall be forfeited and cancelled with no considerationimmediately on the date of your termination of employment or service for Cause. Any determination by the Company that you have been terminated for Cause shall be determined by the Company in its sole discretion and shall be final and binding on you. (iic) If In the Participant’s event your employment with the Company terminated before the Change or service terminates for any reason other than those enumerated in Control by the Company on account (a) and (b) of the Participant’s death or disabilitythis Section 3, then (wi) the effective portion of each Nonqualified Stock Option that has not vested on or prior to the date of your employment or service termination shall immediately terminate and (ii) the Change in Control remaining vested portion of each Nonqualified Stock Option shall be terminate on the last day earlier of the Measurement Period, applicable Expiration Date or 5:00 p.m. EST on the date that is ninety (x90) days after the Participant shall earn and vest date of your termination of employment or service. (d) Notwithstanding anything to the contrary in this Agreement in the Pro Rata Portion (pursuant case of a Nonqualified Stock Option, if you shall die at any time after your termination of employment or service and prior to Section 6(b)) the date of termination of the Target PRSUs as applicable Nonqualified Stock Option, then the remaining vested but unexercised portion of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs applicable Nonqualified Stock Option shall be settled terminate on the effective earlier of the Expiration Date or 5:00 p.m. EST one (1) year after your date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationdeath.

Vesting. (a) The If Employee remains continuously employed by the Company from the Grant Date through December 31, _____, 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 period for objectives set forth in the PRSUs shall be Notice (“Performance Objectives”) during the period beginning commencing on January 1, 2024 _____ and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) _____ (the “Measurement Performance Period”). Subject to the terms and conditions of this Agreement, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably administratively practicable following the Determination Date (but no later than March 15th of the year following the year in which after the end of the Measurement Performance Period occurs(or such earlier date as set forth in Sections 2(b), all earned (c), (d) or (e)), 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 PRSUs shall be settledin Employee as a result of such achievement. (b) In If on or after the event eighteen-month anniversary of the occurrence Grant Date and prior to the end of a Change in Control during the Measurement Performance Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the Participant is employed by definition of “Change of Control” under the Plan) of the Company occurs, (ii) Employee incurs a “Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the definition of “disability” under the Company’s long-term disability plan), or (iii) Employee’s employment terminates due to Employee’s death, this Performance Award shall vest on the earliest of such events at the greater of the Change “Determined Percentage” (as defined below) and the “target” levels of performance as set forth in Controlthe Notice. For this purpose, then the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if (w1) the effective date of the Change in Control shall be the last day of the Measurement Period, Performance Period was the Determination Date (xas defined below) and the Performance Objectives were measured as of such date and (2) the Participant shall earn dollar amount levels for “entry,” “target” and vest in the Target PRSUs as of the Change in Control as if “overachievement” with respect to the Performance Metrics had been achieved at Objectives relating to the Target level EBITDA Component set forth in Exhibit Athe Notice were each prorated by multiplying the applicable dollar amount level by a fraction, (y) such Target PRSUs shall be settled the numerator of which is the number of calendar quarters during the period beginning on January 1, _____ and ending on the effective Determination Date, and the denominator of which is 12 (such prorated levels being referred to herein as the “Prorated EBITDA Objectives”). As soon as administratively practicable after the date of the Change 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 Control and units of deferred Stock that vest as a result of such achievement. As used in this Agreement, the term “Determination Date” means (zA) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on with respect to the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account TSR Component of the Participant’s death or disabilityPerformance Award, then (w) the effective date of the Change in Control shall be applicable vesting event, and (B) with respect to the last day EBITDA Component of the Measurement PeriodPerformance Award, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) most recently completed fiscal quarter of the Target PRSUs as of Company coincident with or next preceding the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationapplicable vesting event.

Vesting. The Restricted Stock Units are subject to both a performance-based vesting condition and a time-based vesting condition, both of which must be satisfied, together with the additional vesting conditions in Subsection (aa)(iii) The performance period for below, before the PRSUs shall Restricted Stock Units will be the period beginning January 1, 2024 and ending considered to be vested on December 31, 2026 a Vesting Date (or, if earlier and as otherwise provided defined in this Agreement, the consummation of a Change in ControlSubsection (a)(iii) below). (i) [INSERT PERFORMANCE-BASED VESTING CRITERIA] (the “Measurement PeriodPerformance Vesting Condition”). (ii) [INSERT TIME-BASED VESTING CRITERIA], so long as the Participant’s status as a Service Provider is in continuous effect from the Grant Date through [INSERT VESTING CRITERIA] (the “Time-Based Vesting Conditions”). Subject For the avoidance of any doubt, in no event shall any Restricted Stock Units vest under this Section 2 after the Participant’s termination of Service. [AS APPLICABLE: Notwithstanding the foregoing, the Time-Based Vesting Conditions (but not the Performance Vesting Condition) applicable to the Restricted Stock Units shall be subject to the vesting acceleration provisions contained in Addendum A, which is attached to this Agreement [AS APPLICABLE AND FOR PARTICIPANTS OTHER THAN MEMBERS OF THE GROUP MANAGEMENT TEAM AND OTHER THAN MEMBERS OF THE BOARD ONLY], and to the terms and conditions of this any change of control severance agreement between the Company or Employer (as defined in Section 7) and the Participant (a “COC Severance Agreement, ”)].] (iii) Each date as of which both of the number following conditions with respect to any of PRSUs that the Total Number of Restricted Stock Units are satisfied shall be deemed earned and vested, if any, shall be determined based on referred to as a “Vesting Date”: (A) the level of achievement Participant’s status as a Service Provider has been in continuous effect from the Grant Date through the date that is the 15th of the performance metrics set forth on Exhibit A second month (such performance metricse.g., May 15 following the “fiscal fourth quarter ended March 31 or November 15 following the fiscal second quarter ended September 30) after the close of the quarter in which the Performance Metrics”Vesting Condition has been attained and (B) over the Measurement Time-Based Vesting Condition for the applicable annual installment has been satisfied. To the extent the Restricted Stock Units have not satisfied the Performance Vesting Condition by the expiration of the Performance Period, with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period all Restricted Stock Units shall be forfeited and cancelled for be of no value without further action of the Participant force and effect notwithstanding that any Time-Based Vesting Conditions have been or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settledare attained. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2019 and ending on August 31, 2022 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2022 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Below $9.75 0 % $9.75 20 % $11.65 100 % $12.50 150 % Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be earned and vested ranging from zero to 200% made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Target PRSUsCompany or by the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for Subject to Section 8 and the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided paragraphs in this AgreementSection below, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms Award shall vest and conditions of this Agreementbecome nonforfeitable upon, and subject to, the number of PRSUs that shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such hurdles and applicable time-based vesting requirements described in Annex A. The Administrator shall determine whether the applicable performance metricshurdles have been achieved, and the vesting of the Share Units is subject to the Administrator’s determination. If the Participant is a party to an employment or similar agreement with the Company or any Subsidiary that includes provisions addressing the vesting of equity awards, the “Performance Metrics”) over the Measurement PeriodAward shall also become vested as provided in such agreement (including, without limitation, in connection with the number of PRSUs that may be earned and vested ranging from zero to 200% certain qualifying terminations of the Target PRSUsParticipant’s employment and/or qualifying change in control transactions). Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end portion of the Measurement Period shall be forfeited and cancelled for no value without further action of Award that is not considered eligible to vest following the Participant or the Company. As soon as reasonably practicable Administrator’s determination following the end of the Measurement Periodapplicable performance period as a result of performance results for the performance period, the Committee all as determined in accordance with Annex A, shall determine the level of achievement of the Performance Metrics terminate and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable be forfeited following the Determination Date (but no later than March 15th Administrator’s determination. Upon a termination of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the due to Participant’s death or disability, Participant will vest in a pro-rata portion of the target 7/01 ‌ number of Share Units specified in Section 2 (“Target Shares”) that are then outstanding and unvested. The pro-rata portion will be calculated as follows: (wTarget Shares ÷ number of days from Award Date to original vesting date specified in Annex A (including both beginning and end date)) x number of days from the effective Award Date to the date of termination due to death or disability. Any partial shares will be rounded down to the Change nearest whole share. Disability as used in Control this paragraph shall be mean a physical or mental impairment which, as reasonably determined by the last day Company, renders Participant unable to perform the essential functions of Participant’s employment with the Measurement PeriodCompany, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled even with a reasonable accommodation that does not impose an undue hardship on the effective date of the Change of Control and (z) Company, for more than 90 days in any PRSUs (and any related Dividend Equivalents) 180-day period, unless a longer period is required by federal, state or local law, in which case that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationlonger period would apply.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Except as otherwise provided in this Agreement, the consummation PRSU Award shall be eligible to vest as described below following a one-year performance period consisting of a Change the Company’s fiscal year ____, and shall be subject to (a) the Participant’s continued service as an Employee of the Company through the First Vesting Date, Second Vesting Date, and Third Vesting Date (each as defined below), as applicable, and (b) the attainment of one or more performance goals established by the Committee, in Controlits sole discretion. Subject to these conditions, the PRSUs shall vest and become non-forfeitable with respect to one-third (1/3) of the PRSUs initially granted hereunder on each of (i) the date that is as soon as administratively practicable but not later than thirty days after the PRSU Certification Date (as defined below) (the “Measurement Period”"First Vesting Date"), (ii) a date specified by the Company that is on or about the first anniversary of the First Vesting Date (the "Second Vesting Date"), and (iii) a date specified by the Company that is on or about the second anniversary of the First Vesting Date (the "Third Vesting Date"). Subject Not later than ninety (90) days following the last day of the Company’s fiscal year ____, the Committee shall certify the level of performance achieved with respect to the terms above-referenced one-year performance period (the date of such certification being referred to as the "PRSU Certification Date"). With respect to the grant of the PRSU Award, except as otherwise provided for in this Agreement, Participant shall be eligible to vest in 100% of the PRSUs if the aforementioned performance goal(s) are achieved, but no PRSUs shall vest, and conditions they shall all instead be forfeited, if the aforementioned performance goal(s) are not achieved. (b) Once vested, the PRSUs shall be paid to Participant in Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date. (c) Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, such fractional Shares shall not be deemed vested hereunder but shall instead only vest and become non-forfeitable when such fractional Shares aggregate whole Shares. (d) If the Participant’s service as an Employee of the Company is terminated for any reason other than due to the Participant’s death or Disability, or due to Participant’s Retirement (as defined below), the PRSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (e) In the event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Participant within the first year following the Grant Date of this Agreement, Participant shall be entitled to vest in the number of PRSUs that shall be deemed earned and vestedwould have otherwise vested had service continued through the First Vesting Date, if any, shall be determined based with such PRSUs vesting on that date subject to the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, goals. All PRSUs that do not vest in accordance with the number of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period preceding sentence shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved automatically at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account time of the Participant’s death death, Disability or disabilityRetirement. In the event that Participant’s employment is terminated by reason of death, then (w) Disability or Retirement after the effective date first year following the Grant Date of this Agreement, Participant shall be entitled to vest in all remaining unvested PRSUs on the same dates they would have vested had Participant’s employment continued through such dates subject to the achievement of the Change applicable performance goals. (f) For purposes of this Agreement, "Retirement" shall mean Participant’s termination of employment for any reason (other than for Misconduct as defined in Control shall be the last day 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 Measurement PeriodCompany or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the foregoing, (x) if the Company determines, in its sole discretion, that Participant has violated any of the Obligations in Appendix A to this Agreement, the Participant shall earn not be deemed to be eligible for Retirement and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target all PRSUs that have not been settled shall be forfeited effective as of the Change in Control as if date that the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationviolation first occurred.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the five-year period beginning [ ], and ending on [ ] (the “Performance Period,” subject to early termination in accordance with Section 2(b)). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ], [ ], [ ], [ ] and [ ] and shall be measured on three dates: [ ], [ ] and [ ] (each a “Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the first Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule: Beginning[ ] and Ending[ ] Notwithstanding the foregoing schedule, (i) if the certified achievement of the Performance Goal at the first Measurement Date (that is, [ ]) is at or above a Cumulative EPS of [$X] (that is, 100 percent or more of the related Shares are certified to vest and become non-forfeitable), then the Performance Period shall end on the first Measurement Date and no additional related Shares shall be available to become vested under this Agreement; (ii) if the certified achievement of the Performance Goal at the first Measurement Date is at a Cumulative EPS of less than [$X] (that is, less than 100 percent, if any, of the related Shares are certified to vest and become non-forfeitable), then the cumulative percentage of related Shares underlying the Restricted Stock Units that may be certified to vest and become non-forfeitable during the Performance Period shall not exceed 100 percent, and the number of Restricted Stock Units and related Shares that may be certified to vest and become non-forfeitable as of any Measurement Date after the first Measurement Date shall be reduced (but not below zero) by the number of Restricted Stock Units and related Shares, if any, that were certified to vest and become non-forfeitable on any preceding Determination Date (as defined below); and (iii) no fractional Shares shall be issued, and subject to the preceding limitations on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares through the first Measurement Date and 100 percent of the related Shares thereafter), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the second Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning[ ] and Ending[ ] (d) The portion of the Grantee’s rights and interest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable at the third Measurement Date (that is, [ ]) during the Performance Period shall be determined in accordance with the following schedule (reduced by the number of Restricted Stock Units that were previously certified to vest and become non-forfeitable on any preceding Determination Date, as provided in Section 2(b)): Beginning[ ] and Ending[ ] (e) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Measurement Date. The Committee shall make this determination within sixty (60) days after each Measurement Date during the Performance Period (each, a “Determination Date”). This determination shall be based on the actual level of achievement the Performance Goal achieved, and shall not be subject to an exercise of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero discretion to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the a level of achievement of the Performance Metrics Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the percentage Grantee. The Grantee shall not be entitled to any claim or recourse if any action or inaction by the Company, or any other circumstance or event, including any circumstance or event outside the control of the Target PRSUs earned pursuant to such criteria (Grantee, adversely affects the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th ability of the year following Grantee to satisfy the year Performance Goal or in which any way prevents the end satisfaction of the Measurement Period occurs), all earned and vested PRSUs shall be settledPerformance Goal. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and Except as otherwise provided in this Agreement, the consummation of a Change in ControlSection 2(e) (the “Measurement Period”). Subject to the terms and conditions of this Agreement, the number PSU-TSR Award shall vest following a three-year performance period consisting of PRSUs that the Company’s fiscal years 20xx, 20xx and 20xx, and shall be deemed earned and vested, if any, shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over the Measurement Period, with the number of PRSUs that may be earned and vested ranging from zero subject to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before on the Change in Control Vesting Date (as defined below), and the attainment of one or more performance goals established by the Committee, in its sole discretion. With respect to the grant of the PSU-TSR Award, Participant shall be eligible to vest in a percentage of PSUs as follows: Below Threshold <xxth Percentile xx% Threshold xxth Percentile xx% Target xxth Percentile xx% Stretch xxth Percentile xx% Maximum xxth Percentile xx% PSU-TSR Award vesting shall be interpolated on a linear basis for performance between Threshold and Target, between Target and Stretch, and between Stretch and Maximum. No PSUs shall vest for performance below threshold goal(s). Except as otherwise provided for in this Agreement, not later than ninety (90) days following the last day of the Company’s fiscal year 20xx, the Committee shall certify the level of performance achieved with respect to the above-referenced three-year performance period (the date of such certification being referred to as the “PSU Certification Date”). The PSUs, if any, that vest in accordance with this Section 2(a) shall vest as soon as administratively practicable but no later than thirty (30) days following the PSU Certification Date (the “Vesting Date”), and any PSUs that remain unvested following the Vesting Date shall be immediately forfeited by the Participant without payment of any consideration. (b) Once vested, the PSUs shall be paid to Participant in Shares as soon as administratively practicable, but not later than thirty (30) days, after their applicable vesting date. (c) Notwithstanding the foregoing, in the event the above vesting schedule results in the vesting of any fractional Shares, the value of such fractional Shares shall be paid in cash. (d) If the Participant’s service as an Employee of the Company on account of is terminated for any reason other than due to the Participant’s death or disabilityDisability, or due to Participant’s Retirement (as defined below), the PSUs shall, to the extent not then vested, be forfeited by the Participant without consideration. (we) In the effective date event that Participant’s employment is terminated by reason of death, Disability or Retirement of the Change in Control Participant within the first year following the Grant Date of this Agreement, Participant shall be the last day entitled to vest in 1/3 of the Measurement PeriodPSUs that would have otherwise vested had service continued through the Vesting Date, (x) with such PSUs vesting on that date subject to the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) achievement of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) applicable performance goals. All PSUs that do not become earned and vested on vest in accordance with the Change in Control preceding sentence shall be forfeited and cancelled automatically at the time of the Participant’s death, Disability or Retirement. In the event that Participant’s employment is terminated by reason of death, Disability or Retirement after the first year following the Grant Date of this Agreement, Participant shall be entitled to vest in all PSUs that would have otherwise vested had service continued through the Vesting Date, with no considerationsuch PSUs vesting on that date subject to the achievement of the applicable performance goals. (f) For purposes of this Agreement, “Retirement” shall mean Participant’s termination of employment for any reason (other than for Misconduct as defined in Appendix A to this Agreement) after: (a) Participant has attained age 55 and completed at least seven (7) years of continuous service as an employee of the Company or an Affiliate; or (b) Participant has attained age 65. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that Participant has violated any of the Obligations in Appendix A to this Agreement, the Participant shall not be deemed to be eligible for Retirement and all PSUs that have not been settled shall be forfeited effective as of the date that the violation first occurred.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) for the last two fiscal years (that is, the fiscal years ending and ) during the three-year period beginning [ ], and ending on [ ] (the “Performance Period”). The Cumulative EPS for the Performance Period shall be determined by the sum of the adjusted core earnings per share for the Company’s fiscal years ending [ ] and [ ] and shall be measured on [ ] (“Measurement Date”) (in each case subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Two Fiscal Years Ending [ ] and [ ] Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. The Committee shall make this determination within ninety (90) days after the Measurement Date (“Determination Date”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the year period beginning and ending on (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), before amortization of intangibles, stock-based compensation expense and related charges, restructuring and related charges under Board approved plans, and goodwill impairment charges, and net of tax and deferred tax valuation allowance charges that result from the write-off of goodwill and impairment charges, divided by the weighted average number of PRSUs that shall be deemed earned outstanding shares determined in accordance with GAAP. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined at the Measurement Date in accordance with the following schedule: Cumulative EPS for Fiscal Years Beginning and Ending . Percentage of Shares Vested Notwithstanding the foregoing schedule, no fractional Shares shall be issued, and subject to the preceding limitation on the number of related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining and certifying in writing that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination and written certification may be made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Company or by the President of the Company (each, an “Authorized Officer”). This determination shall be based on the actual level of the Performance Goal achieved, and shall not be subject to an exercise of discretion to determine a level of achievement of the performance metrics set forth Performance Goal other than that actually achieved, provided that the Committee’s or Authorized Officer’s good faith determination shall be final, binding and conclusive on Exhibit A (such performance metricsall persons, including, but not limited to, the “Performance Metrics”) over Company and the Measurement PeriodGrantee. The Committee or such Authorized Officer may, with in its discretion, reduce the number amount of PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. (a) The performance period for the PRSUs shall Except as may be the period beginning January 1, 2024 and ending on December 31, 2026 (or, if earlier and as otherwise provided in this Agreement, the consummation of a Change in Control) (the “Measurement Period”). Subject to the terms and conditions Section 3 or Section 6 of this Agreement, the vesting of the Grantee’s rights and interest in the Restricted Stock Units shall be determined in accordance with this Section 2. The extent to which the Grantee’s interest in the Restricted Stock Units becomes vested and non-forfeitable shall be based upon the satisfaction of the performance goal specified in this Section 2 (the “Performance Goal”), subject to Section 3. The Performance Goal shall be based upon the Cumulative EPS (“Cumulative EPS”) of the Company’s adjusted core earnings per share (as defined below) during the three-year period beginning September 1, 2018 and ending on August 31, 2021 (the “Performance Period”). The Cumulative EPS for the Performance Period shall be measured on August 31, 2021 (“Measurement Date”) (subject to adjustment under Section 7(b)). For purposes of this Agreement, “adjusted core earnings per share” means the Company’s net income determined under U.S. generally accepted accounting principles (“GAAP”), adjusted to exclude the following: (1) amortization of intangible assets, (2) stock-based compensation expense and related charges, (3) goodwill impairment charges, net of any tax related implications, (4) the cumulative effect of changes in GAAP and/or tax laws and regulations not previously contemplated in the Company’s Cumulative EPS target and (5) any other unusual or nonrecurring gains or losses which are separately identified and quantified, including the acquisition and integration costs associated with Project Dayton and charges associated with the previously approved Board restructuring plans, divided by the weighted average number of PRSUs that shall outstanding shares determined in accordance with GAAP. Notwithstanding anything to the contrary contained in the preceding sentence, in the event that, as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”) and due to a required change in GAAP, tax laws and regulations or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), “adjusted core earnings per share” determined after the occurrence of a Material Event would be deemed earned materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine “adjusted core earnings per share” for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal years in which the cumulative effect did not account for the occurrence of the Material Event. (b) The portion of the Grantee’s rights and vestedinterest in the Restricted Stock Units, if any, that becomes vested and non-forfeitable on the Determination Date (as defined below) following the Performance Period shall be determined based on the level of achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Metrics”) over at the Measurement PeriodDate in accordance with the following schedule: Below [$X] 0 % [$X] 20 % [$X] 100 % [$X] 150 % Notwithstanding the foregoing schedule, with no fractional Shares shall be issued, and subject to the preceding limitation on the number of PRSUs related Shares available under this Agreement (that is, 150 percent of the related Shares), any fractional Share that would have resulted from the foregoing calculations shall be rounded up to the next whole Share. (c) The applicable portion of the Restricted Stock Units shall become vested and non-forfeitable in accordance with this Section 2, subject to the Committee determining that the corresponding Performance Goal and all other conditions for the vesting of the Restricted Stock Units have been satisfied; provided the Grantee’s Continuous Status as an Employee or Consultant or Non-Employee Director has not terminated before the Determination Date, as defined herein. This determination shall be made within ninety (90) days after the last day of the Performance Period (“Determination Date”). The Committee shall make this determination, provided that, for any Grantee who is not an “officer” of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the determination may be earned and vested ranging from zero to 200% made by such Grantee’s divisional Executive Vice President or Chief Executive Officer, by the Chief Operating Officer of the Target PRSUsCompany or by the President of the Company (each, an “Authorized Officer”). Any PRSUs (The Committee’s or Authorized Officer’s good faith determination shall be final, binding and any related Dividend Equivalents) that are determined conclusive on all persons, including, but not limited to, the Company and the Grantee. The Committee or such Authorized Officer may, in its discretion, reduce the amount of compensation otherwise to be paid or earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Periodin connection with this award, the Committee shall determine notwithstanding the level of achievement of the Performance Metrics and the percentage Goal or any contrary provision of the Target PRSUs earned pursuant to Plan; provided, no such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), all earned and vested PRSUs shall reduction may be settled. (b) In the event of the occurrence of made after a Change in Control during the Measurement Period where the PRSUs are Control. The Grantee shall not assumed be entitled to any claim or exchanged for an equivalent substitute award recourse if any action or inaction by the Company Company, or its successor: (i) If any other circumstance or event, including any circumstance or event outside the Participant is employed by the Company as control of the Change in ControlGrantee, then (w) adversely affects the effective date ability of the Change Grantee to satisfy the Performance Goal or in Control shall be any way prevents the last day satisfaction of the Measurement Period, (x) the Participant shall earn and vest in the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no considerationGoal. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.