Common use of Vesting Clause in Contracts

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs The Restricted Stock Units shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as vested and nonforfeitable on the first anniversary of the Determination Grant Date according (the “Vesting Date”), so long as the Grantee continues to be a member of the provisions set forth on Annex I attached heretoBoard through the Vesting Date. (b) If a Termination of Relationship occurs after March 31Notwithstanding the foregoing, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do Restricted Stock Units have not previously terminated or become Vested RSUs in accordance with vested and nonforfeitable (i) if the preceding sentence, the RSUs shall terminate and become null and void as Grantee ceases to be a member of the Determination DateBoard due to the Grantee’s death, Disability (as defined below) or voluntary departure from the Board, then 100% of the Restricted Stock Units that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained a member of the Board through such date will become vested and nonforfeitable upon such death, Disability or voluntary departure from the Board; and (ii) the Restricted Stock Units shall become immediately vested and nonforfeitable as to 100% of the shares of Common Stock subject to such Restricted Stock Units immediately prior to a Change in Control so long as the Grantee is a member of the Board through the date of the Change in Control. (c) If a Change in Control occurs prior to March 31For the purposes of this Agreement, 2022, Disability shall have the Committee shall determine meaning as provided under Section 409A(a)(2)(C)(i) of the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeitedCode. (d) Except as otherwise provided For purposes of this Agreement, a Change in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause Control (as defined in the Grantee’s Employment Agreement), all RSUs then held by Plan) will be deemed to have occurred with respect to the Grantee (whether vested only if an event relating to the Change in Control constitutes a change in ownership or unvested) shall immediately be forfeitedeffective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. Section 1.409A-3(i)(5).

Vesting. (a) Subject Except as may otherwise be provided herein, (i) one-third of the RSUs (rounded down to the Grantee’s continued employment or other service relationship with nearest whole Share) shall become vested on the Company or its Subsidiaries through March 31first anniversary of the Grant Date, 2022, a number (ii) one-third of the RSUs (rounded down to the nearest whole Share) shall become vested on the second anniversary of the Grant Date and (iii) the remainder of the RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as vested on the third anniversary of the Determination Date according Grant Date, in the case of each of clauses (i), (ii) and (iii), subject to Participant not having incurred a Termination of Employment prior to the provisions set forth on Annex I attached heretoapplicable vesting date. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, thatimmediately following sentence, in the event that the Grantee experiences Participant incurs a Termination of Relationship Employment, unvested RSUs shall be forfeited by Participant without consideration therefor. Notwithstanding the foregoing, in the event that Participant incurs a Termination of Employment (i) as a result of termination by the Company or its Affiliate without “Cause” (as defined in Participant’s employment agreement with the Company dated as of March 6, 2012 without regard to the earlier expiration of such agreement (the “Employment Agreement”)) or for Cause “Good Reason” (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately vest in full and be forfeitedsettled in accordance with Section 3 of this Agreement, or (ii) due to Participant’s death or “Disability” (as defined in the Employment Agreement), RSUs that are outstanding immediately prior to such Termination of Employment and that would have vested on the next vesting date shall vest pro-rata, with the number of RSUs vesting to be determined by multiplying the number of RSUs that would have vested on the next vesting date by a fraction, the numerator of which is the number of days between the prior vesting date (or Grant Date if no vesting date occurred prior to Participant’s Termination of Employment) and the date of Participant’s Termination of Employment, and the denominator of which is 365.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs The Restricted Stock shall become non-forfeitable Vested Restricted Stock in four (when a RSU becomes non-forfeitable, 4) annual and equal installments based on the Participant’s Continuous Service through January 1 of each of the four years following the Date of Grant (each installment being a “Vested RSUVesting Date”) ). Accordingly, the Restricted Stock Award granted under this Agreement shall vest as of the Determination Date according to the provisions set forth on Annex I attached hereto.follows: (b) If In the event that the Participant’s employment is terminated as a Termination result of Relationship occurs after March 31, 2022, but prior to the Determination Datedeath or Disability, the RSUs Participant shall remain eligible to become Vested RSUs vest in accordance the Restricted Stock with Annex I such vesting occurring as of the Determination Date. To day before the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate termination of employment and become null and void as no portion of the Determination DateRestricted Stock shall be Unvested Restricted Stock. (c) If In the event the Participant’s employment terminates as a Change result of the non-renewal by the Company of the Term of the Employment Agreement in Control occurs prior to March 31, 2022effect on the Date of Grant (the “Current Term”), the Committee Participant shall determine vest in the number Restricted Stock with such vesting occurring as of Vested RSUs the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. In the event the Participant’s employment terminates as a result of the Company’s non-renewal of any subsequent renewal Term (a “Renewal Term”) of the Employment Agreement, the Participant shall vest in a pro-rata portion of the Restricted Stock determined based on the special rules set forth on Annex I Participant’s date of termination of employment in accordance with Section 3(h) below. In the event the Participant’s employment terminates as a result of the non-renewal of the Term of the Employment Agreement by the Participant, whether at the end of the Current Term or any Renewal Term, all Unvested Restricted Stock shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (d) In the “Vested CIC RSUs”), subject to event the GranteeParticipant’s continued employment or other service relationship with is terminated by the Company without Cause or its Subsidiaries through if the consummation Participant terminates his/her employment with Good Reason, the Participant shall vest in the Restricted Stock with such vesting occurring as of such Change in Control. Following the occurrence day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. (e) In the event there is a Change in Control, as defined in the Plan, then the Participant shall vest in the Restricted Stock as of the effective date of any RSUs (other than the Vested CIC RSUs) shall immediately be forfeitedsuch Change in Control. (df) Except as otherwise is provided in this Section 39 of the Plan, any adjustment to an award of Restricted Stock pursuant to Section 9 of the Plan shall not change the ratio of Unvested Restricted Stock to Vested Restricted Stock. (g) In the event the Participant’s employment is terminated for Cause or if the Participant terminates his/her employment without Good Reason, all Unvested Restricted Stock shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (h) If the Participant is entitled to vest in a pro-rata portion of the Restricted Stock, the RSUs number of shares of Unvested Restricted Stock which vest (or additional shares which shall cease vest if some of the shares have already vested) shall be determined by multiplying the number of shares scheduled to vest on the next scheduled vesting as following the date of termination of employment by a fraction, the numerator of which is the number of days elapsed between the January 1 preceding the date of the Grantee’s Termination termination of Relationship with employment and the Company or any date of its Subsidiaries for any reason termination of employment, and no portion the denominator of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedwhich is 365.

Vesting. If there has not been a Termination of Service during the ------- Restriction Period, then upon the expiration of the Restriction Period, the Executive shall become 100% vested in the shares of Restricted Stock awarded hereunder, and shall own those shares free of all restrictions otherwise imposed by this Agreement. In addition, the Executive shall also become fully vested in all of the shares of Restricted Stock awarded hereunder prior to the end of the Restriction Period, and become owner of such shares free of all restrictions otherwise imposed by this Agreement, as follows: (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs The Executive shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) fully vested in all of the shares of Restricted Stock awarded hereunder as of the Determination Date according date of the Executive's Termination of Service, if such Termination of Service occurs on or after that date which is 90 days prior to the provisions set forth date of the Change in Control by reason of the Executive's death, Total Disability or retirement in accordance with Company policies concerning executive retirement as in effect on Annex I attached hereto.September 1, 2000; or (b) If a The Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder as of the date of the Termination of Relationship occurs Service, if the Executive is Terminated Without Cause or the Executive Resigns for Good Reason at any time on or after March 31, 2022, but that date which is 90 days prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs Change in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.Control; or (c) If a Change The Executive shall become fully vested in Control occurs prior to March 31, 2022, all of the Committee shall determine the number shares of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following Restricted Stock awarded hereunder upon the occurrence of a Change in ControlControl and the obligations of IMCO under this Agreement with respect to the Award are not fully assumed or replaced by equivalent substitute award(s), any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited.as more fully described in paragraph 7 below; or (d) Except as otherwise provided If in connection with a Change of Control the obligations of IMCO under this Section 3Agreement with respect to the Award are assumed or equivalent substitute award(s) are granted in lieu thereof, but a subsequent Change in Control occurs before the expiration of the Restriction Period, then effective upon such subsequent Change in Control, the RSUs Executive shall cease vesting as become fully vested in all of the date shares of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs Restricted Stock awarded hereunder, as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, more fully described in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.paragraph 7 below. EXHIBIT A

Vesting. (a) Subject With respect to the Grantee’s continued employment or Awards other service relationship with the Company or its Subsidiaries through March 31than any Performance Awards and any Other Equity-Based Awards, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following upon the occurrence of a Change in Control, in each case as of immediately prior to but contingent on the occurrence of such Change in Control, (i) all outstanding Options and SARs shall be deemed to have vested, and all restrictions and conditions applicable to such Options and SARs shall be deemed to have lapsed; (ii) all outstanding Restricted Shares and Share Units shall be deemed to have vested, and all restrictions and conditions applicable to such Restricted Shares and Share Units shall be deemed to have lapsed, and any RSUs Shares subject thereto shall be delivered unless the Committee determines to cash out such Award as described in Section 18.3.2 and any cash payment required thereunder shall be made; (other iii) all outstanding Dividend Equivalent Rights shall be deemed to have vested, and all restrictions and conditions applicable to such Dividend Equivalent Rights shall be deemed to have lapsed, and any Shares subject thereto shall be delivered unless the Committee determines to cash out such Award as described in Section 18.3.2 and any cash payment required thereunder shall be made; and (iv) all outstanding LTIP Units shall be deemed to have vested, and all restrictions and conditions applicable to such LTIP Units shall be deemed to have lapsed; (b) With respect to any Performance Award, upon the occurrence of a Change in Control, (i) if less than half of the Vested CIC RSUsPerformance Period has lapsed, such Awards shall be earned, as of immediately prior to but contingent on the occurrence of such Change in Control, based on deemed achievement of target performance, and (ii) if at least half of the Performance Period has lapsed, such Awards shall be earned, immediately be forfeitedprior to but contingent on the occurrence of such Change in Control, based on the greater of (A) deemed achievement of target performance or (B) determination of actual performance as of a date reasonably proximal to the date of consummation of such Change in Control as determined by the Committee in its sole discretion. (dc) Except as otherwise provided With respect to any Other Equity-Based Award, upon the occurrence of a Change in this Section 3Control, Other-Equity Based Awards shall be governed by the RSUs shall cease vesting as terms of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment applicable Award Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. The RSUs have been credited to a bookkeeping account (a“Account”) Subject to on your behalf as of the Grantee’s continued employment or other service relationship with grant date specified in the Company or its Subsidiaries through March 31, 2022, a Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs shall awarded to you as set forth in the Grant Notice. Each RSU represents an unfunded, unsecured right to receive Common Stock, subject to the terms and conditions stated in the Plan and this Grant Agreement. Your RSUs will vest and become non-forfeitable on the earliest to occur of the following (when a RSU becomes non-forfeitableeach, a “Vested RSUDate of Vesting’”) ): a. as to all of the Determination RSUs, on the Date according of Vesting specified in the Grant Notice, provided that you are then still employed by the Company or one of its subsidiaries; b. as to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as all of the Determination Date. To RSUs, upon the extent the RSUs do not become Vested RSUs in accordance with the preceding sentencetermination of your employment by reason of death, the RSUs shall terminate and become null and void Disability or a Qualifying Retirement; c. as to all of the Determination Date. (c) If RSUs, upon a Change in Control if (i) the Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with while you are employed by the Company or one of its Subsidiaries through subsidiaries, and (ii) the consummation RSUs are not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control; or d. as to all of such the RSUs, upon your termination of employment without Cause or your resignation for Good Reason, in each within twenty-four (24) months following a Change in Control if (i) the Change in Control occurs while you are employed by the Company or one of its subsidiaries and (ii) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control. Following the occurrence of a Change in Control, If your employment terminates for any RSUs (reason other than the Vested CIC RSUsas described in (b) shall immediately be forfeited. or (d) Except as otherwise provided above, you will forfeit all right, title and interest in this Section 3, and to the unvested RSUs shall cease vesting as of the date of such termination, and the Grantee’s Termination of Relationship with unvested RSUs will be reconveyed to the Company without further consideration or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held act or action by the Grantee (whether vested or unvested) shall immediately be forfeitedyou.

Vesting. A. The Participant shall have a non-forfeitable right to a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become vested on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. The Award will become eligible to vest upon achievement of each of three annual performance goals (the “Annual Performance Goals”), as adopted by the Committee in the first calendar quarter of each of the three years beginning on the first year in which the Award is granted and communicated. The calculation of the number of Granted PSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on your Fidelity stock plan account. Granted PSUs that become eligible to vest upon the achievement of each of the Annual Performance Goals are referred to as the “Eligible PSUs.” In the event and to the extent that the any of the Annual Performance Goals are not satisfied, such Granted PSUs connected to such unachieved Annual Performance Goals shall not become eligible to vest and shall be immediately forfeited. As specified in each of the Annual Performance Goals, in the event and to the extent that the Annual Performance Goals are exceeded, an additional number of Granted PSUs will become eligible to vest. In no event shall the number of Eligible PSUs exceed 200% of the number of Granted PSUs. All Eligible PSUs will vest on the later of the third anniversary of the Grant Date or the date of the Committee’s determination of the degree to which the Annual Performance Goals have been satisfied (the “Vesting Date”). C. Except as otherwise provided in the Plan, upon termination of the Participant’s employment with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will immediately terminate, except as follows: (i) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the later of (a) Subject the date of death or Disability of the Participant or (b) the determination of the Eligible PSUs based on the achievement of the Annual Performance Goals and the Committee’s approval, even if such determination occurs following the date of death or Disability of the Participant; and (ii) any portion of the Award held by the Participant immediately prior to the GranteeParticipant’s continued Retirement, to the extent not vested previously, will become fully vested upon the later of the date of Retirement or determination of the Eligible PSUs based on the achievement of the Annual Performance Goals and the Committee’s approval for fifty percent (50%) of the number of Eligible PSUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSUs covered by such unvested portion for every full year of employment or other by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PSUs of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service relationship with the Company or its Subsidiaries through March 31Affiliates, 2022but not including pursuant to any termination For Cause or any termination for insufficient performance, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitableas determined by the Company. D. Notwithstanding anything herein to the contrary, a “Vested RSU”) as any portion of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If Award held by a Termination of Relationship occurs after March 31, 2022, but Participant or a Participant’s permitted transferee immediately prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as cessation of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs Participant’s employment For Cause shall terminate and become null and void as at the commencement of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based business on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. ​ (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32(b) below, the RSUs Restricted Stock Units shall cease vesting become vested and nonforfeitable on the first anniversary of the Grant Date (the “Vesting Date”), so long as the Grantee continues to serve as a member of the Board through the Vesting Date and the Restricted Stock Units have not been previously forfeited. (b) Notwithstanding Section 2(a) above, but subject to Section 2(e) of this Agreement, to the extent the Restricted Stock Units have not been previously terminated, been forfeited or become vested and nonforfeitable (i) if the Grantee ceases to serve as a member of the Board due to the Grantee’s death, Disability (as defined below) or voluntary departure from the Board other than a voluntary departure as contemplated under Section 2(e) of this Agreement, then 100% of the Restricted Stock Units that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained a member of the Board through such date will become vested and nonforfeitable upon such death, Disability or voluntary departure from the Board; and (ii) 100% of the unvested Restricted Stock Units shall become immediately vested and nonforfeitable immediately prior to a Change in Control so long as the Grantee serves as a member of the Board up to the date of the Grantee’s Termination Change in Control. (c) For the purposes of Relationship with this Agreement, Disability shall have the Company or any of its Subsidiaries for any reason and no portion meaning as provided under Section 409A(a)(2)(C)(i) of the RSUs that are not Vested RSUs as Code. (d) For purposes of such time shall become Vested RSUs thereafter (i.e.this Agreement, the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, a Change in the event that the Grantee experiences a Termination of Relationship for Cause Control (as defined in the Plan) will be deemed to have occurred with respect to the Grantee only if an event relating to the Change in Control constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. Section 1.409A-3(i)(5). ​ (e) Notwithstanding any other provision of this Agreement, if at the Company’s annual meeting of shareholders to be held on [insert date of applicable annual meeting] the Grantee does not receive at least a majority of votes cast in favor of the Grantee’s Employment Agreementre-election to the Company’s Board (a “Re-Election Failure”), all RSUs then held the Restricted Stock Units shall be forfeited immediately upon the acceptance by the Grantee (whether vested or unvested) Board of the Grantee’s resignation from the Board as a result of such Re-Election Failure; provided, however, that no such forfeiture shall immediately be forfeited.occur as a result of a Re-Election Failure if the Board determines to reject the Grantee’s resignation from the Board as a result of the Re-Election Failure. ​

Vesting. (a) Subject to 2.1 Except as otherwise provided herein, provided that the Grantee’s continued employment or other service relationship with Grantee remains employed by the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Dateapplicable vesting date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs Restricted Stock Units will vest in accordance with the preceding sentencefollowing schedule (the period during which restrictions apply, the RSUs “Restricted Period”): Vesting Date Number of Restricted Stock Units That Vest As of the date hereof 20% of the Restricted Stock Units On each one year anniversary of the IPO thereafter (each such year referred to as an “Anniversary Year”) An additional 20% of the Restricted Stock Units Executive Employment Agreement – B. ▇▇▇▇▇▇ All Restricted Stock Units shall terminate and become null and void be fully vested as of [DATE]1. Once vested, the Determination DateRestricted Stock Units become “Vested Units” and shall be settled as provided in Section 5 herein. 2.2 Notwithstanding Section 2.1, if the Grantee's employment is terminated (ci) If by the Company or an Affiliate without Just Cause, (ii) by the Grantee for Good Reason or (iii) by the Company or Affiliate or Grantee on account of a non-renewal by the Company or an Affiliate of any successive term of Grantee’s employment under Grantee’s Employment Agreement, Grantee shall be entitled to immediate forward vesting of an additional six (6) months of Restricted Stock Units from and after such date of termination or non-renewal, (as if the vesting period for Grantee’s Restricted Stock Units had been set up for monthly and not annual vesting) and such additional vested Restricted Stock Units shall become Vested Units. 2.3 Notwithstanding Section 2.1 or 2.2, if a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Plan) occurs and the Grantee's employment is terminated by the Company or an Affiliate without Just Cause or by the Grantee for Good Reason, and the Grantee's date of termination occurs within twelve (12) months following such Change in Control, all unvested Restricted Stock Units shall automatically become 100% vested on the Grantee's date of termination and become Vested Units. 2.4 Notwithstanding Section 2.1, if the Grantee’s employment with the Company or an Affiliate terminates on account of the Grantee’s death or Disability, those Restricted Stock Units scheduled to vest during the Anniversary Year in which Grantee’s employment terminates shall vest proportionately based on the number of days during such Anniversary Year that Grantee was employed divided by three hundred and sixty (360) days and become Vested Units. 2.5 Except as set forth in Sections 2.2, 2.3 and 2.4, if the Grantee's employment with the Company or an Affiliate terminates for any other reason, including as a result of Grantee refusing to remain employed at the Company following any renewal of Grantee’s Employment Agreement), at any time before all RSUs then held by of his or her Restricted Stock Units have vested, the Grantee's unvested Restricted Stock Units shall be automatically forfeited upon such termination of employment and neither the Company nor any Affiliate shall have any further obligations to the Grantee (whether vested or unvested) shall immediately be forfeitedwith respect to such Restricted Stock Units that have been so forfeited under this Agreement.

Vesting. The RSUs ultimately earned by the Employee will vest on the first trading day in April of the third year after the grant date (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the occurrence of any of the following events: (a) Subject to the GranteeEmployee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto.death; (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.Employee's Disability; (c) If a Change in Control occurs prior to March 31, 2022, under which the Committee shall determine successor corporation does not assume the number Awards that remain outstanding under the Plan as of Vested RSUs based on the special rules set forth on Annex I (effective date of the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). Following the occurrence of For purposes herein, upon a Change in Control, any RSUs the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (other than i) assumed or continued by the Vested CIC RSUssuccessor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall immediately be forfeited.subject to the Compensation Committee’s approval; or (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as an involuntary Termination of Employment of the date Employee's employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Grantee’s Termination Company occurs. For purposes of Relationship determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the performance measures, resulting in the payment of 100% of the target award amount of this grant. All RSUs will be forfeited upon termination of the Employee's employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or any after attaining age 62 and 5 Years of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedService.

Vesting. (a) Subject to The Restricted Stock Units shall vest in equal installments on __________ (each, a “Vesting Date”), or such earlier date of the Grantee’s continued occurrence of the applicable event specified in Section 2(c), 2(d) or 2(e), so long as the Participant remains in continuous employment or other service relationship with the Company or its Subsidiaries an Affiliate through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached heretoapplicable Vesting Date. (b) If a Termination of Relationship occurs after March 31Except as set forth in Section 2(c), 2022(d) or (e) below, but if the Participant’s employment with the Company and its Affiliates terminates for any reason prior to the Determination final Vesting Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as then (i) all rights of the Determination Date. To Participant with respect to Restricted Stock Units that have not vested shall immediately terminate, (ii) any such unvested Restricted Stock Units and all rights therein shall be forfeited without payment of any consideration, and (iii) neither the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as Participant nor any of the Determination DateParticipant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested Restricted Stock Units. (c) If the Participant’s employment with the Company and its Affiliates is terminated prior to the final Vesting Date by the Company without Cause (including by non-renewal of the Term of the Letter Agreement, as defined therein) or by the Participant for Good Reason (each, a “Qualifying Termination”) prior to a Change in Control, then the unvested Restricted Stock Units scheduled to vest on the next Vesting Date after the date of termination shall become vested immediately upon such termination of employment; provided, that, such vesting shall be subject to (i) the Participant’s compliance with the Protective Covenants as defined in the Letter Agreement and (ii) the execution without revocation of a release of claims to the extent provided in the Letter Agreement. The terms Cause and Good Reason shall have the meaning set forth in the Letter Agreement. (d) If the Participant incurs a Qualifying Termination at any time upon or following a Change in Control occurs and prior to March 31the final Vesting Date, 2022then all unvested Restricted Stock Units shall become vested immediately upon such termination of employment; provided, that, if, immediately following the consummation of the Change in Control, the Committee shall determine the number shares of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with Stock of the Company or (or, if applicable, its Subsidiaries through successor) are not publicly traded, then the Restricted Stock Units shall become fully vested immediately upon the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (de) Except as otherwise provided in this Section 3, If the RSUs shall cease vesting as of the date of the GranteeParticipant’s Termination of Relationship employment with the Company or any of and its Subsidiaries for any reason and no portion Affiliates is terminated prior to the final Vesting Date on account of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause Participant’s death or Disability (as such term is defined in the Grantee’s Employment Letter Agreement), then all RSUs then held by the Grantee (whether unvested Restricted Stock Units shall become vested or unvested) shall immediately be forfeitedupon such termination of employment.

Vesting. A. The Participant shall have a nonforfeitable right to a portion of this Award (asuch portion, the vested portion) Subject only upon the dates described in this Section 2, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become vested on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then-outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. This Award will become eligible to vest upon achievement of the Year CSPS revenue and earnings per share goals (“Performance Goals”), as adopted by the Compensation and Management Development Committee (the “CMDC”) on Date. The Performance Goals are specified in the Year Long-Term Incentive Program Overview for Executives (“LTI Overview”) which is incorporated in this document by reference. CSPSs that become eligible to vest are referred to as the “Eligible CSPSs.” In the event and to the Granteeextent that the Performance Goals are not satisfied, such Granted CSPSs shall not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of CSPSs will become eligible to vest. In no event shall the number of Eligible CSPSs exceed 200% of the number of Granted CSPSs. Eligible CSPSs will become vested in the following installments (the “Vesting Period”): One-third of the Eligible CSPSs shall vest on the later of one year from the Grant Date or the date of CMDC determination of the degree to which the performance criteria set forth above have been satisfied; an additional one-third of the Eligible CSPSs shall vest on 2nd Vesting Date; and an additional one-third of the Eligible CSPSs shall vest on 3rd Vesting Date. C. Except as otherwise provided in the Plan, upon termination of the Participant’s continued employment with the Company and its Affiliates for any reason, any portion of this Award that is not then vested will immediately terminate, except as follows: (1) any portion of this Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or other Disability will, to the extent not vested previously, become fully vested upon the later of the date of death or Disability or determination of the Eligible CSPSs based on the performance criteria set forth above and CMDC approval, even if such determination occurs following the date of death or Disability; and (2) any portion of this Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested upon the later of the date of Retirement or determination of the Eligible CSPSs based on the performance criteria set forth above and CMDC approval for fifty percent (50%) of the number of Eligible CSPSs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible CSPSs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible CSPSs of this Award. For the avoidance of doubt, Retirement means the Participant’s termination from the Company and its Affiliates after reaching age 55 with ten (10) full years of service relationship with the Company or its Subsidiaries through March 31Affiliates, 2022but not including any termination For Cause or any termination for insufficient performance, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of determined by the Determination Date according Company and its Affiliates. D. Notwithstanding anything herein to the provisions set forth on Annex I attached hereto. (b) If contrary, any portion of this Award held by a Termination of Relationship occurs after March 31, 2022, but Participant or a Participant’s permitted transferee immediately prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as cessation of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs Participant’s employment For Cause shall terminate and become null and void as at the commencement of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based business on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. The RSUs ultimately earned by the Employee will vest on the first trading day in April of the third year after the grant date (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the occurrence of any of the following events: (a) Subject to the GranteeEmployee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto.death; (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.Employee's Disability; (c) If a Change in Control occurs prior to March 31, 2022, under which the Committee shall determine successor corporation does not assume the number Awards that remain outstanding under the Plan as of Vested RSUs based on the special rules set forth on Annex I (effective date of the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). Following the occurrence of For purposes herein, upon a Change in Control, any RSUs the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (other than i) assumed or continued by the Vested CIC RSUssuccessor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall immediately be forfeited.subject to the Compensation Committee’s approval; or (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as an involuntary Termination of Employment of the date Employee's employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Grantee’s Termination Company occurs. For purposes of Relationship determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the performance measures, resulting in the payment of 100% of the target award amount of this grant. All RSUs will be forfeited upon termination of the Employee's employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or any after attaining age 62 and 10 Years of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedService.

Vesting. (a) Subject to the Granteeterms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, For example, pursuant to section 3, before the Vesting Start Date, (I) if the Recipient’s continued employment or other service relationship engagement with the Company or its Subsidiaries through March 31any Subsidiary is terminated by the Recipient for any reason, 2022or (II) if the Recipient retires, a number of RSUs shall become non-forfeitable (when a RSU dies or becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination DateDisabled, the RSUs shall remain eligible be forfeited in their entirety and no distribution or payment of any amount under such RSUs shall ever be made to become Vested RSUs in accordance with Annex I as of the Determination DateRecipient. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as vest (that is, the Restricted Period with respect thereto shall terminate) pursuant to the Vesting Schedule; provided, however, that the unvested RSUs shall vest in full during the Vesting Period on the date, (a) immediately preceding the effective date of the Determination DateRecipient’s Retirement as determined by the Committee in relation to the RSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Recipient may work one year less for the Company or any Subsidiary, as applicable, and still be qualified for Retirement under this sub-section (B) For example, if the Recipient retires at age 60 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 10 years to be qualified for Retirement and receive the RSU Shares; and for example, if the Recipient retires at age 65 during the Vesting Period, he or she only needs to have worked for the Company or the applicable Subsidiary for 5 years to be qualified for Retirement and receive the RSU Shares. ), (b) immediately preceding the Recipient’s death or the effective date of the Recipient’s Disability, or (c) If a Change in Control occurs prior to March 31, 2022, immediately preceding the Committee shall determine effective date of the number termination of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the GranteeRecipient’s continued employment or other service relationship engagement with the Company or its Subsidiaries through any Subsidiary by the consummation Company or Subsidiary (which, whenever used in this Agreement, includes any such entity’s successor) without Cause, “Cause” means, in addition to any cause for termination as provided in any other applicable written agreement between the Company, the applicable Subsidiary, or the acquirer or successor of the Company or Subsidiary, and the Recipient, (i) conviction of any felony, (ii) any material breach or violation by the Recipient of any agreement to which the Recipient and the Company or the Subsidiary that employs or engages the Recipient are parties or of any published policy or guideline of the Company, (iii) any act (other than retirement or other termination of employment or engagement) or omission to act by the Recipient which may have a material and adverse effect on the business of the Company or Subsidiary or on the Recipient’s ability to perform services for the Company or Subsidiary, including habitual insobriety or substance abuse or the commission of any crime, gross negligence, fraud or dishonesty with regard to the Company or Subsidiary, or (iv) any material misconduct or neglect of duties and responsibilities by the Recipient in connection with the business or affairs of the Company or Subsidiary; provided, however, that the Recipient first shall have received written notice, which shall specifically identify what the Company or Subsidiary believes constitutes Cause, and if the breach, act, omission, misconduct or neglect is capable of being cured, the Recipient shall have failed to cure after 15 days following such Change in Controlnotice. Following or by the Recipient for a Good Reason, A “Good Reason” means the occurrence of any of the following events: (i) a material adverse change in the functions, duties or responsibilities of the Recipient’s position (other than a termination by the Company or Subsidiary) which would meaningfully reduce the level, importance or scope of such position (provided that, a change in the person, position and/or department to whom the Recipient is required to report shall not by itself constitute a material adverse change in the Recipient’s position), (ii) the relocation of the Company or Subsidiary office at which the Recipient is principally located immediately prior to a Sale Event (the “Original Office”) to a new location outside of the metropolitan area of the Original Office or the failure to place the Recipient’s own office in the Original Office (or at the office to which such office is relocated which is within the metropolitan area of the Original Office), or (iii) a material reduction in the Recipient’s base salary and incentive compensation opportunity as in effect immediately prior to a Sale Event; provided, however, that, within 90 days of the incident that provides the basis for a Good Reason termination, the Recipient shall have provided the Company or Subsidiary a written notice specifically identifying what the Recipient believes constitutes a Good Reason, and the Company or Subsidiary shall have failed to cure the adverse change, relocation or compensation reduction after 30 days following such notice. in either case only in connection with or within 24 months following a Sale Event. A “Sale Event” shall mean (i) the sale or other disposition of all or substantially all of the assets of the Company or the Subsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to one or more unrelated persons or entities, (ii) a Change in Control, any RSUs or (iii) the sale or other than transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as outstanding Common Stock are converted into or exchanged for securities of the date successor entity) where the stockholders of the Grantee’s Termination Company, immediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in the aggregate more than 50 percent of Relationship with the voting shares of the acquirer or surviving entity (or its ultimate parent corporation, if any). For the purpose of sub-section (iii) of this definition, only voting shares of the acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Company in exchange for Common Stock shall be counted, and any voting shares of the acquirer or any surviving entity (or its ultimate parent, if any) already owned by stockholders of its Subsidiaries for any reason the Company prior to the transaction shall be disregarded. The Recipient explicitly acknowledges and no portion agrees that the granting or vesting of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., well as the portion Recipient’s holding of the RSUs that are not Vested RSUs RSU Shares shall be forfeited immediately); providedsubject to all applicable policies and guidelines of the Company, thatincluding the Company’s compensation recovery, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement)stock ownership, all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedand hedging, pledging and trading policies.

Vesting. (aExcept as provided in Sections 3(b) Subject and 3(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2024 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus #ᴅʟᴘ_MICRODOT [{'title': 'Data Security Classification', 'text': 'Confidential'}]_END Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2021 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2023 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, 2022, but prior as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12 below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship The Initial Grant awarded under Section 1 shall become vested and nonforfeitable in accordance with the following schedule so long as Participant remains in service as a Non-Employee Director of the Company (or any of its Subsidiaries through March 31Subsidiaries). (1) On , 2022, a number 33-1/3% of RSUs the Initial Grant shall become nonfully vested and nonforfeitable. (2) On , 33-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as 1/3% of the Determination Date according to Initial Grant shall become fully vested and nonforfeitable. (3) On , the provisions set forth on Annex I attached heretobalance of the Initial Grant shall become fully vested and nonforfeitable. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs The Regular Grant awarded under Section 1 shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs vested and nonforfeitable in accordance with the preceding sentence, the RSUs shall terminate and become null and void following schedule so long as Participant remains in service as a director of the Determination DateCompany (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 Change in Control occurs prior to March 31, 2022, the Committee shall determine the number Non-Employee Director of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion other than death, disability within the meaning of Section 22(e)(3) of the RSUs that are not Vested RSUs Internal Revenue Code of 1986, as of such amended (“Disability”), or retirement from the Board as defined from time shall become Vested RSUs thereafter (i.e., to time in the portion section entitled “Rotation of the RSUs that are Directors” of the Company’s Corporate Governance Guidelines (“Retirement”), all Restricted Stock Units to the extent not Vested RSUs yet vested under subsections (a) and (b) on the date Participant ceases to be a Non-Employee Director shall be forfeited immediately); providedby 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, thatDisability or Retirement, or if the Company is subject to a Change in the event that the Grantee experiences a Termination of Relationship for Cause Control (as defined in below) while Participant is a Non-Employee Director of the Grantee’s Employment AgreementCompany (or any of its Subsidiaries), Participant’s interest in all RSUs then held by Restricted Stock Units awarded hereunder shall become fully vested and nonforfeitable as of the Grantee date of death, Disability, Retirement or Change in Control. (whether vested or unvestede) shall immediately be forfeitedThe Committee may, in its sole discretion, accelerate the 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 and its Subsidiaries, effective upon termination of such service.

Vesting. (a) Subject to the GranteeDirector’s continued employment or other service relationship with on the Board of Directors of the Company, except as otherwise provided below, 100% of the RSUs shall vest on the earlier of the first anniversary of the Date of Grant and the date of the next annual general meeting of shareholders of the Company or its Subsidiaries through March 31, 2022, a number after the Date of RSUs shall become non-forfeitable Grant (when a RSU becomes non-forfeitable, a the “Vested RSUVesting Date”) as of the Determination Date according to the provisions set forth on Annex I attached hereto). (b) If a Termination Except as set forth in Section 2(c) below, if the Director’s service on the Board of Relationship occurs after March 31, 2022, but Directors of the Company is terminated for any reason prior to the Determination Vesting Date, then all rights of the Director with respect to RSUs shall remain eligible to become Vested RSUs in accordance with Annex I that have not vested as of the Determination Date. To date of termination shall immediately terminate without notice and without any compensation; provided, that upon the extent violation by the RSUs do not become Vested RSUs in accordance with Director of any provision of the preceding sentencePlan or this RSU Agreement, the RSUs shall terminate and become null and void effective as of the Determination Datedate of such violation (rather than the date on which such violation comes to the attention of the Company) and the Director shall be required to return to the Company the shares of Common Stock in respect of vested RSUs on an after tax basis or an amount in cash equal to the fair market value of the shares of Common Stock in respect of vested RSUs as of the date of the Director’s termination of service on the Company’s Board of Directors. Any such unvested RSUs terminated pursuant to this Section 2(b) shall be forfeited without payment of any consideration, and neither the Director nor any of the Director’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs. (c) If the Director’s service on the Board of Directors of the Company is terminated in connection with a Change of Control, then all unvested RSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination in Control occurs prior accordance with Section 3 below. Subject, and in addition, to March 31the foregoing, 2022, if the Committee shall determine the number of Vested RSUs based Director’s service on the special rules set forth on Annex I Company’s Board of Directors is terminated due to the Director’s death, or at the request of the Company’s Board of Directors (and not under circumstances where the “Vested CIC RSUs”Director is a Bad Leaver), subject to then the Grantee’s continued employment or other service relationship with RSUs shall immediately become vested and shall be settled as soon as practicable after the Company or its Subsidiaries through the consummation date of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeitedtermination. (d) Except as otherwise provided in For the purposes of this Section 3RSU Agreement, the RSUs shall cease vesting as and notwithstanding any provision of the date of Plan to the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.contrary:

Vesting. (aExcept as provided in Sections 3(b) Subject and 3(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2023 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2020 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2022 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, 2022, but prior as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12(b) below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (ai) Subject The IH1 Vested Shares, IH2 Vested Shares, IH3 Vested Shares, IH4 Vested Shares, IH5 Vested Shares and IH6 Vested Shares shall not be subject to any vesting conditions. (ii) The Unvested Restricted Shares shall vest and become Vested Shares, with respect to (i) the Grantee’s continued employment or other service relationship IH1 Unvested Restricted Shares, in accordance with Schedule I-A, (ii) the Company or its Subsidiaries IH2 Unvested Restricted Shares, in accordance with Schedule I-B, (iii) the IH3 Unvested Restricted Shares, in accordance with Schedule I-C, (iv) the IH4 Unvested Restricted Shares, in accordance with Schedule I-D, (v) the IH5 Unvested Restricted Shares, in accordance with Schedule I-E and (vi) the IH6 Unvested Restricted Shares, in accordance with Schedule I-F, in the case of each of Schedules I-A through March 31I-F, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (biii) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the GranteeParticipant’s continued employment or other service relationship with the Company or and its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Controlis terminated at any time, any RSUs (other than the Vested CIC RSUs) all Unvested Restricted Shares shall automatically and immediately be forfeited. forfeited and canceled (dafter giving effect to any acceleration of vesting or other applicable terms set forth in Schedules I-A through I-F attached hereto). In addition, if (x) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the GranteeParticipant’s Termination of Relationship employment with the Company or any of and its Subsidiaries is terminated by the Company for any reason and no portion Cause or (y) the Participant resigns at a time when grounds for a termination of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e.Participant’s employment for Cause existed, in either case, the portion of the RSUs that are not Participant shall forfeit any Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship Shares for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedno consideration.

Vesting. (aExcept as provided in Sections 2(b) Subject and 2(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2027 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2024 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2026 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, 2022, but prior as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12 below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to Except as may be accelerated as set forth in the Grantee’s continued Plan or as set forth below, and except as may be accelerated as set forth in any employment or other service relationship with consulting agreement between the Company Participant and the Corporation or its Subsidiaries through March 31an Affiliated Entity, 2022, a number of the RSUs shall become non-forfeitable vest in three equal portions, on the first, second and third anniversaries of the Award Date (when a RSU becomes non-forfeitable, a the “Vested RSUVest Date”) as of if the Determination Date according to Participant is continuously employed by the provisions set forth on Annex I attached heretoCorporation or an Affiliated Entity through such vesting date. (b) If a Upon the Participant’s Termination of Relationship occurs after March 31due to death or Disability (as defined below), 2022, but prior to the Determination Dateextent not previously forfeited, the RSUs shall remain eligible be fully vested. (c) Upon the Participant’s Termination due to become Vested Retirement (as defined below), to the extent not previously forfeited, the RSUs shall vest on the date of Termination in an amount equal to the product of (i) the number of days beginning with the Award Date or, if applicable, the prior Vest Date (in the case of a Termination due to Retirement after the first Vest Date) and ending with the date of the Participant’s Termination due to Retirement divided by 365 times (ii) the number of RSUs that are scheduled to vest on the next Vest Date. Any RSUs which do not vest in accordance with Annex I as the formula shall be forfeited. The Participant shall not be entitled to receive any Dividend Equivalents on forfeited RSUs. (d) Upon a Change in Control, the Compensation Committee of the Determination Date. To Board of Directors of the extent Corporation (the RSUs do not become Vested “Committee”) may elect, in its sole discretion, to accelerate the vesting of some or all of the RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as terms of the Determination Date. (c) If Plan. No provision of this Agreement shall require the Committee to accelerate such vesting upon a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or any other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeitedevent. (de) Except To the extent any RSUs have not vested upon the Participant’s Termination for any reason other than death, Disability or Retirement, those RSUs shall be immediately forfeited upon such Termination, except as may be otherwise provided in this Section 35(e), below. The Participant shall not be entitled to receive any Dividend Equivalents on forfeited RSUs, whether such forfeiture is immediate or as set forth below. If an employment or consulting agreement provides for some degree of accelerated vesting conditioned on the Participant signing a release, separation agreement or other post-Termination conduct, the forfeiture of the unvested portion of the RSUs will be held in abeyance until the period for signing the release or separation agreement (and not rescinding it) or such other post-Termination conduct expires, at which point a determination will be made by the Corporation or an Affiliated Entity as to whether the requirements for accelerated vesting have been met. If the criteria for accelerated vesting have been met, in the sole discretion of the Corporation or the Affiliated Entity, the Conversion Date for that portion of the RSUs shall cease vesting as of be 60 days after the date of the GranteeParticipant’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately)Termination; provided, thathowever, in the event that the Grantee experiences a Termination Participant satisfies the Rule of Relationship for Cause (as defined in 75 at the Grantee’s Employment Agreement)time of such Termination, all RSUs then held by the Grantee (whether vested or unvested) Conversion Date shall immediately be forfeitedthe next regularly scheduled Vest Date.

Vesting. a. The Award shall vest in equal installments over a three (a3) Subject to year period, commencing on the Grantee’s continued employment Grant Date, at the rate of 33 1/3% effective on each of the first through third anniversaries of the Grant Date; provided that you remain continuously employed by or other in the service relationship with of the Company or an Affiliate, in each case, from the Grant Date through and including the applicable vesting date. The date that an RSU becomes vested shall be referred to herein as the “Vesting Date” with the period between the Grant Date and the third anniversary of the Grant Date referred to as the “Restriction Period.” Except as otherwise set forth herein, upon any termination of employment or service, all unvested RSUs shall be forfeited on the date of such termination of employment or service for no consideration and there shall be no proportionate or partial vesting in the periods prior to each Vesting Date and all vesting shall occur only on the applicable Vesting Date. b. Notwithstanding the foregoing, if you undergo a termination of employment or service by the Company and its Subsidiaries through March 31Affiliates without Cause (other than due to death or Disability) during the Restriction Period, 2022then upon such termination of employment or service, in addition to the number of RSUs that have vested in accordance with Section 2(a) above (if any), you will vest in a number of RSUs shall become non-forfeitable (when rounded down to the nearest whole RSU) equal to (i)(A) the total number of RSUs granted pursuant to this Award, multiplied by (B) a RSU becomes non-forfeitablefraction, a “Vested RSU”(x) the numerator of which is the number of days elapsed from the Grant Date through the date of such termination of employment or service and (y) the denominator of which is the number of days during the Restriction Period, minus (ii) the number of RSUs granted pursuant to this Award which were already vested as of the Determination Date according immediately prior to the provisions set forth on Annex I attached hereto. such termination of employment or service; provided, however, that if such termination of employment or service without Cause (bother than due to death or Disability) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Datefirst scheduled Vesting Date and at or within 12 months following the closing of a Qualifying Transaction (as defined below), then you will vest in the number of RSUs that would have otherwise become vested on the first scheduled Vesting Date instead of the fractional number of RSUs set forth in this sentence. The resulting number of RSUs shall remain eligible be distributed to become Vested RSUs you in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”)Section 3 hereof, subject to your timely execution and non-revocation of a release agreement prior to the Grantee’s continued Settlement Date in a form required by the Company. In event of your termination of employment or other service relationship with the Company as a result of your death or its Subsidiaries through the consummation Disability, all of such Change in Control. Following the occurrence of a Change in Control, any your unvested RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting hereunder will become fully vested as of the date of the Grantee’s Termination such termination. For purpose of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment this Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.:

Vesting. (aExcept as provided in Sections 3(b) Subject and 3(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2024 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2021 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2023 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, 2022, but prior as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12(b) below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. The Restricted Shares shall vest, and become freely transferable, as follows: (a) Subject to 100% of the Grantee’s continued Restricted Shares will vest and become freely transferable on December 31, 2009 (the “Vesting Date”) provided that you have been in continuous employment or other service relationship with the Company (or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”any Subsidiary) as of for the Determination period beginning on the Grant Date according and ending on the Vesting Date. If you terminate employment prior to the provisions set forth on Annex I attached heretoVesting Date for any reason other than described in subsection (b) below, you will forfeit all rights in the Restricted Shares at that time, notwithstanding your return to active service prior to the Vesting Date. (b) If a Termination of Relationship occurs after March 31Notwithstanding subsection (a) above, 2022if, but prior to the Determination Vesting Date, the RSUs shall remain eligible to Company (or any Subsidiary) terminates your employment other than for Cause, 100% of the Restricted Shares will vest and become Vested RSUs in accordance with Annex I freely transferable as of the Determination Datedate of your termination. To the extent the RSUs Restricted Shares that do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void vest as of the Determination Datedate of your termination shall be forfeited at that time. (c) If a Change For purposes of subsection (b) above, “Cause” shall mean (i) your willful and continued failure to attempt in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs good faith (other than the Vested CIC RSUsas a result of incapacity due to mental or physical impairment) shall immediately be forfeited. to substantially perform your duties; (dii) Except as otherwise provided your failure to attempt in this Section 3good faith to carry out, the RSUs shall cease vesting as or comply with, in any material respect any lawful and reasonable directive of the date Board; (iii) your material breach of the GranteeCompany’s Termination code of Relationship ethics; provided which, for each of (i) through (iii), is not remedied within 30 days after receipt of written notice from the Board specifying such failure or breach; (iv) your conviction, plea of no contest or plea of nolo contendere, or imposition of unadjudicated probation for any felony (other than a traffic violation or arising purely as a result of the Executive’s title or position with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediatelyCompany); provided(v) your knowing unlawful use (including being under the influence) or possession of illegal drugs; or (vi) your commission of a material bad faith act of fraud, thatembezzlement, misappropriation, willful misconduct, gross negligence, or breach of fiduciary duty, in each case against the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedCompany.

Vesting. The Options shall vest over a three (a3) Subject to year period with 8/36ths of the Grantee’s continued employment or other service relationship with Options vesting on the Grant Date and an additional 1/36th of the Options vesting on each subsequent monthly anniversary of the Grant Date (until such Options are fully vested); provided, that, the Executive is continuously Engaged (as defined below) by the Company or its Subsidiaries through March 31during such vesting period. Notwithstanding the foregoing sentence, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”A) as of if the Determination Date according to Executive is Engaged by the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but Company immediately prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as consummation of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in of Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”as defined below), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the all unvested Options shall immediately vest upon consummation of such Change of Control or (B) if (i) Executive is requested, in Controlwriting, by the Company to resign from the Board in connection with the Company becoming a public company (provided that Executive has not previously voluntarily terminated his employment with the Company prior to the Expiration Date or been terminated for Cause) or (ii) Executive is not re-elected to serve on the Board after the Expiration Date (provided that Executive has not previously voluntarily terminated his employment with the Company prior to the Expiration Date or been terminated for Cause), then all unvested Options shall immediately vest upon such resignation from, or failure to re-elect Executive to, the Board. Following At such time as the occurrence Executive ceases to be Engaged by the Company, all unvested Options shall cease to be subject to the aforementioned vesting schedule (and the accelerated vesting schedule set forth in Section 3(c)(4)) and, except as set forth in clause (B) of the immediately preceding sentence, shall be forfeited by the Executive. At such time as the Executive ceases to be Engaged by the Company, any vested Options shall remain exercisable for a period of ninety (90) days after such date, except in the case of a Change termination of Executive’s employment for Cause (as defined in ControlSection 4(c)(ii)), in which event any RSUs (other than the Vested CIC RSUs) vested and unexercised Options shall immediately be forfeited. (d) forfeited and canceled upon the Executive’s termination for Cause. Except as otherwise provided in this Section 33(c)(1), the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of at such time shall become Vested RSUs thereafter (i.e., as the portion of the RSUs that are not Vested RSUs shall Executive ceases to be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held Engaged by the Grantee (whether vested or unvested) Company, any and all unvested Options shall immediately be forfeitedforfeited and canceled. For purposes of this Agreement, the Executive shall be considered “Engaged” by the Company during any time in which he is (i) employed by the Company, (ii) engaged as consultant to the Company, or (iii) serving as a member of the Board.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs The Restricted Stock shall become non-forfeitable Vested Restricted Stock on _____________, based on the Participant’s Continuous Service through _____________ (when a RSU becomes non-forfeitable, a the “Vested RSUVesting Date”) as of the Determination Date according to the provisions set forth on Annex I attached hereto). (b) If In the event that Participant’s employment is terminated as a Termination result of Relationship occurs after March 31death or Disability, 2022, but prior to Participant shall vest in the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance Restricted Stock with Annex I such vesting occurring as of the Determination Date. To day before the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate termination of employment and become null and void as no portion of the Determination DateRestricted Stock shall be Unvested Restricted Stock. (c) If In the event the Participant’s employment terminates as a Change result of the non-renewal by the Company of the Term of the Employment Agreement in Control occurs prior to March 31effect on the Date of Grant (the “Current Term”), 2022Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. In the event the Participant’s employment terminates as a result of the Company’s non-renewal of any subsequent renewal Term (a “Renewal Term”) of the Employment Agreement, Participant shall vest in a pro-rata portion of the Committee shall determine the number of Vested RSUs Restricted Stock determined based on the special rules set forth on Annex I Participant’s date of termination of employment in accordance with Section 3(h) below. In the event the Participant’s employment terminates as a result of the non-renewal of the Term of the Employment Agreement by the Participant, whether at the end of the Current Term or any Renewal Term, all Unvested Restricted Stock shall immediately and without notice be forfeited and Participant shall have no rights with respect to such Unvested Restricted Stock. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and Participant shall have no rights with respect to such Unvested Restricted Stock. (d) In the “Vested CIC RSUs”), subject to the Granteeevent Participant’s continued employment or other service relationship with is terminated by the Company without Cause or its Subsidiaries through if Participant terminates his/her employment with Good Reason, Participant shall vest in the consummation Restricted Stock with such vesting occurring as of such Change in Control. Following the occurrence day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. (e) In the event there is a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the GranteePlan, then Participant shall vest in the Restricted Stock as of the effective date of any such Change in Control. (f) Except as is provided in Section 9 of the Plan, any adjustment to an award of Restricted Stock pursuant to Section 9 of the Plan shall not change the ratio of Unvested Restricted Stock to Vested Restricted Stock. (g) In the event Participant’s Employment Agreement)employment is terminated for Cause or if Participant terminates his/her employment without Good Reason, all RSUs then held by the Grantee (whether vested or unvested) Unvested Restricted Stock shall immediately and without notice be forfeitedforfeited and Participant shall have no rights with respect to such Unvested Restricted Stock. (h) If the Participant is entitled to vest in a pro-rata portion of the Restricted Stock, the number of shares of Unvested Restricted Stock which vest shall be determined by multiplying the number of shares of Restricted Stock by a fraction, the numerator of which is the number of days elapsed between _____________, and the date of termination of employment, and the denominator of which is _________.

Vesting. (aExcept as provided in Sections 2(b) Subject and 2(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2029 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2026 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2028 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, 2022, but prior as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12 below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward, as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (aExcept as provided in Sections 2(b) Subject and 2(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2027 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2024 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2026 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, 2022, but prior as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12 below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward, as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (aExcept as provided in Sections 2(b) Subject and 2(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2026 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2023 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2025 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, 2022, but prior as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12(b) below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward, as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to The Award shall vest and become unrestricted at the Grantee’s continued employment or other service relationship rate of one-third of the Award per each vesting date, for the period commencing on the Grant Date and ending on July 1, 2008, provided that the Participant is continuously employed with the Company or its Subsidiaries through March 31each such vesting date for such Shares to vest, 2022, a number of RSUs shall become non-forfeitable as shown immediately below (when a RSU becomes non-forfeitable, except as otherwise provided herein) (each a “Vested RSUVesting Date”) as of the Determination Date according to the provisions set forth on Annex I attached hereto.): July 1, 2006 23,333 July 1, 2007 23,334 July 1, 2008 23,333 (b) If the Company shall undergo a Termination Change in Control (as defined in Section 10(a) of Relationship occurs after March 31the Participant’s Employment Agreement with the Company dated June 29, 20222005 (the “Employment Agreement”)), but prior any then-unvested Shares shall then vest and become unrestricted if and to the Determination Date, the RSUs shall remain eligible extent that then-unvested Awards of Restricted Stock or Restricted Stock Units granted to become Vested RSUs in accordance with Annex I as other senior executives of the Determination Date. To the extent the RSUs do not Company become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Datevested thereupon. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the GranteeParticipant’s continued employment or other service relationship with the Company is terminated (i) by the Company without Cause (as defined in Section 7(c) of the Employment Agreement) or its Subsidiaries through due to the consummation Participant’s Disability (as defined in Section 7(a) of such Change the Employment Agreement)), (ii) by the Participant for Good Reason (as defined in Control. Following Section 7(e) of the occurrence Employment Agreement) or (iii) due to the Participant’s death, then any Shares of a Change in Control, any RSUs (other than Restricted Stock unvested on the Vested CIC RSUs) date of termination shall immediately be forfeitedfully vest and become unrestricted. (d) Except If the Participant’s employment with the Company terminates for any reason other than as otherwise provided in this Section 32(c) hereof, the RSUs shall cease vesting portion of the Award which is not vested as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs termination shall be forfeited immediately); provided, that, by the Participant and such portion shall be cancelled by the Company. The Participant irrevocably grants to the Company the power of attorney to transfer any unvested Shares forfeited to the Company and agrees to execute any document required by the Company in connection with such forfeiture and transfer. (e) Upon the event that the Grantee experiences a Termination vesting of Relationship for Cause (as defined in the Grantee’s Employment Agreement)Shares of Restricted Stock pursuant to this Section 2, all RSUs then held by the Grantee (whether restrictions on such vested or unvested) Shares shall immediately be forfeitedlapse and such Shares shall become unrestricted and freely transferable.

Vesting. A. The Participant shall have a nonforfeitable right to a portion of the Award (asuch portion, the vested portion) Subject only upon the dates described on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become vested on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then-outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. The Award will become eligible to vest upon achievement of the PU goals (“Performance Goals”), as adopted by the Compensation and Management Development Committee (the “CMDC”) in February of the year in which the Award was granted and communicated. The calculation of the number of PUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”) which is also found on your Fidelity stock plan account. PUs that become eligible to vest are referred to as the “Eligible PUs.” In the event and to the Granteeextent that the Performance Goals are not satisfied, such Granted PUs shall not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of PUs will become eligible to vest. In no event shall the number of Eligible PUs exceed 200% of the number of Granted PUs. Eligible PUs will become vested in the following installments (the “Vesting Period”): One-third of the Eligible PUs shall vest on the later of one year from the Grant Date or the date of CMDC determination of the degree to which the performance criteria set forth above have been satisfied (the “Initial Vesting Date”) ; an additional one-third of the Eligible PUs shall vest on the first anniversary of the Initial Vesting Date; and an additional one-third of the Eligible PUs shall vest on the second anniversary of the Initial Vesting Date. C. Except as otherwise provided in the Plan, upon termination of the Participant’s continued employment with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will immediately terminate, except as follows: (1) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or other Disability will, to the extent not vested previously, become fully vested upon the later of the date of death or Disability or determination of the Eligible PUs based on the performance criteria set forth above and CMDC approval, even if such determination occurs following the date of death or Disability; and (2) any portion of the Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested upon the later of the date of Retirement or determination of the Eligible PUs based on the performance criteria set forth above and CMDC approval for fifty percent (50%) of the number of Eligible PUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PUs of the Award. For the avoidance of doubt, Retirement means the Participant’s termination from the Company and its Affiliates after reaching age 55 with ten (10) full years of service relationship with the Company or its Subsidiaries through March 31Affiliates, 2022but not including any termination For Cause or any termination for insufficient performance, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitableas determined by the Company and its Affiliates. D. Notwithstanding anything herein to the contrary, a “Vested RSU”) as any portion of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If Award held by a Termination of Relationship occurs after March 31, 2022, but Participant or a Participant’s permitted transferee immediately prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as cessation of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs Participant’s employment For Cause shall terminate and become null and void as at the commencement of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based business on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship limitations of this Agreement, the RSUs shall vest according to the following schedule, with respect to the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable shown in the schedule on the vesting date (when a RSU becomes non-forfeitable, a the “Vested RSUVesting Date”) as applicable to such number of the Determination Date according to the provisions set forth on Annex I attached hereto.RSUs (each an “Installment”): [___]% [INSERT DATE] [___]% [INSERT DATE] [___]% [INSERT DATE] (b) If a An Installment shall not vest on the otherwise applicable Vesting Date if the Participant’s Date of Termination occurs on or before such Vesting Date. Notwithstanding the foregoing provisions of Relationship occurs after March 31, 2022, but prior this Section 3 and Article VII of the Plan to the Determination Datecontrary, the RSUs shall remain eligible vest (to the extent not vested previously) as follows: (i) If prior to a Change in Control the Participant’s Date of Termination occurs by reason of the Participant’s death, Disability, or Retirement, or termination by the Company without Good Cause, a pro rata number of RSUs will vest on the Date of Termination, subject to Section 3(b)(iv), calculated by (i) multiplying the number of RSUs scheduled to vest in the next Installment by a fraction, the (x) numerator of which is the number of days in the period starting on the most recent Vesting Date (or the Grant Date, if a Vesting Date has not yet occurred) and ending on the Date of Termination, and the (y) denominator of which is the number of days in the period starting on the most recent Vesting Date (or the Grant Date, if a Vesting Date has not yet occurred) and ending on the next Vesting Date. (ii) Upon consummation of a Change in Control if no provision is made for the continuance, assumption or substitution of the RSUs by the Company or a successor employer or either of their parents or subsidiaries in connection with the Change in Control, all of the RSUs shall vest in full as of the Change in Control provided the Participant’s Date of Termination does not occur prior to the Change in Control. (iii) If provision is made for the continuance, assumption or substitution of the RSUs by the Company or a successor employer or either of their parents or subsidiaries in connection with the Change in Control and: a. on or following a Change in Control, Participant’s Date of Termination occurs by reason of the Participant’s death or Disability, then the RSUs shall become Vested fully vested upon such Date of Termination, b. on or following a Change in Control, Participant meets the criteria for “Retirement” (notwithstanding that the Participant continues to be employed by the Company or a Subsidiary), then the RSUs shall become fully vested upon meeting such criteria, or c. on or within two (2) years following a Change in Control the Participant’s Date of Termination occurs by reason of termination by the Company without Good Cause or by the Participant for Good Reason, then the RSUs shall become fully vested upon such Date of Termination, subject to Section 3(b)(iv). (iv) No RSUs shall vest pursuant to Section 3(b)(i) or 3(b)(iii) upon a termination of the Participant’s employment without Good Cause or pursuant to Section 3(b)(iii) upon the Participant’s resignation for Good Reason, unless the Participant has executed a release of claims against the Company and its affiliates in the form prescribed by the Company within the twenty-one (21) day period following the Date of Termination, and such release becomes irrevocable in accordance with Annex I as its terms no later than the twenty-eighth (28th) day following the Date of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination DateTermination. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as fully vested upon the Participant’s Date of such time Termination other than to the extent specified in Section 3(b) shall not become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs vested and shall be forfeited immediately); provided, that, in without any payment therefor as of the event that the Grantee experiences a Termination Participant’s Date of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedTermination.

Vesting. (a) Subject to earlier vesting in accordance with Sections 4 or 5 below, the GranteeShares will become vested on the later of the third anniversary of the grant date or the date on which the Committee certifies the attainment of the Performance Goals (the “Vesting Date”) in accordance with the provisions of Section 3 below and subject to the provisions of subsections (b) and (c) below. Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as otherwise provided herein, shall be immediately forfeited upon Participant’s continued termination of employment or other service relationship with the Company or and its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as Subsidiaries. Subject to the terms of the Determination Date according Plan, the Committee reserves the right in its sole discretion to waive or reduce the provisions set forth on Annex I attached heretovesting requirements. (b) If a Termination In no event shall the number of Relationship occurs after March 31, 2022Shares which vest on the Vesting Date exceed the number of Shares subject to the Award or the individual limits for Participants as set forth in the Plan. The payout of vested Shares may be reduced, but prior to not increased, based on the Determination Datedegree of attainment of such performance criteria as determined by the Committee, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Dateits sole discretion. To the extent unvested Shares are not paid to Participant pursuant to the RSUs do not become Vested RSUs in accordance with the immediately preceding sentence, the RSUs then such unvested Shares shall terminate and become null and void as of the Determination Datebe immediately forfeited. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the The maximum number of Vested RSUs based Shares that may vest and be paid out on the special rules set forth Vesting Date pursuant to Section 3 of this Agreement shall be limited to a fair market value on Annex I the Vesting Date not to exceed: (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs i) for each Participant (other than the Vested CIC RSUsChief Executive Officer of the Company), one-half of one percent (0.5%) shall immediately be forfeitedof the sum of the Company’s total operating income for the Performance Period (calendar years 2016, 2017 and 2018), as determined by the Committee in accordance with the Plan. (dii) Except as otherwise provided in this Section 3if Participant was the Chief Executive Officer of the Company on or after the Grant Date, the RSUs limit specified in subsection (i) above shall cease vesting as be one and one-half percent (1.5%) of the date Company’s total operating income for the Performance Period (calendar years 2016, 2017 and 2018), as determined by the Committee in accordance with the Plan. (iii) “Operating income” for purposes of clauses (i) and (ii) above shall be calculated excluding the effect of changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, all as determined by U.S. generally accepted accounting principles (“GAAP”); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, as most accurately determined either at the time of the Grantee’s Termination of Relationship with acquisition (through projections made at that time and accepted by the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment AgreementCommittee), or at year end; and foreign exchange gains or losses, all RSUs then held as determined by the Grantee (whether vested or unvested) shall immediately be forfeitedCommittee in its discretion.

Vesting. (a) Subject a. Except as otherwise expressly provided in Section 4.b hereof, subject to the GranteeParticipant’s continued employment or other service relationship through each applicable vesting date, (i) 20% of the RSUs (the “Initial Tranche”) shall vest on the earlier to occur of (A) one hundred and eighty (180) days after the pricing of an underwritten public offering of the Common Stock that occurs following the Effective Date and (B) two (2) business days after the first day that the Common Stock becomes listed on a nationally recognized securities exchange through a direct listing that does not occur in conjunction with an underwritten public offering (as applicable, the Company or its Subsidiaries through March 31“Initial Vesting Date”), 2022, a number and (ii) an additional 20% of the RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as vest on each of the Determination Date according first four (4) anniversaries of the date of grant. b. Notwithstanding anything to the provisions set forth contrary contained in Section 4.a hereof, upon a Participant’s Qualifying Termination, (i) 100% of the unvested RSUs shall vest, if such Qualifying Termination occurs on Annex I attached hereto. or before the first anniversary of the date of grant; (bii) If a 50% of the unvested RSUs shall vest, if such Qualifying Termination of Relationship occurs after March 31the first anniversary and on or before the second anniversary of the date of grant; and (iii) 25% of the unvested RSUs shall vest, 2022if such Qualifying Termination occurs after the second anniversary and on or before the third anniversary of the date of grant; provided, but that if a Participant undergoes a Qualifying Termination or is terminated due to death or Disability, in each case, prior to the Determination Initial Vesting Date, the RSUs Initial Tranche shall remain eligible vest on the date of such termination. c. Notwithstanding anything to become Vested RSUs the contrary contained in accordance with Annex I as Section 4.a hereof, 100% of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs vest immediately prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this d. Subject to Section 34.b hereof, the RSUs vesting shall cease vesting as immediately upon termination of the date of the GranteeParticipant’s Termination of Relationship with the Company employment or any of its Subsidiaries service for any reason reason, and no any portion of the RSUs that are has not Vested RSUs as vested on or prior to the date of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs termination shall be forfeited immediately); providedon such date. Once vesting has occurred, that, the vested portion will be settled at the time specified in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedSection 6 hereof.

Vesting. ​ (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32(b) below, the RSUs Restricted Stock Units shall cease vesting become vested and nonforfeitable on the first anniversary of the Grant Date (the “Vesting Date”), so long as the Grantee continues to serve as a member of the Board through the Vesting Date and the Restricted Stock Units have not been previously forfeited. (b) Notwithstanding Section 2(a) above, but subject to Section 2(e) of this Agreement, to the extent the Restricted Stock Units have not been previously terminated, been forfeited or become vested and nonforfeitable (i) if the Grantee ceases to serve as a member of the Board due to the Grantee’s death, Disability (as defined below) or voluntary departure from the Board other than a voluntary departure as contemplated under Section 2(e) of this Agreement, then 100% of the Restricted Stock Units that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained a member of the Board through such date will become vested and nonforfeitable upon such death, Disability or voluntary departure from the Board; and (ii) 100% of the unvested Restricted Stock Units shall become immediately vested and nonforfeitable immediately prior to a Change in Control so long as the Grantee serves as a member of the Board up to the date of the Grantee’s Termination Change in Control. (c) For the purposes of Relationship with this Agreement, Disability shall have the Company or any of its Subsidiaries for any reason and no portion meaning as provided under Section 409A(a)(2)(C)(i) of the RSUs that are not Vested RSUs as Code. (d) For purposes of such time shall become Vested RSUs thereafter (i.e.this Agreement, the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, a Change in the event that the Grantee experiences a Termination of Relationship for Cause Control (as defined in the Plan) will be deemed to have occurred with respect to the Grantee only if an event relating to the Change in Control constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. Section 1.409A-3(i)(5). ​ (e) Notwithstanding any other provision of this Agreement, if at the Company’s annual meeting of shareholders held on [insert date of applicable annual meeting] the Grantee was an incumbent director and did not receive at least a majority of votes cast in favor of the Grantee’s Employment Agreementre-election to the Company’s Board (a “Re-Election Failure”), all RSUs then held the Restricted Stock Units shall be forfeited immediately upon the acceptance by the Grantee (whether vested or unvested) Board of the Grantee’s resignation from the Board as a result of such Re-Election Failure; provided, however, that no such forfeiture shall immediately be forfeited.occur as a result of a Re-Election Failure if the Board determines to reject the Grantee’s resignation from the Board as a result of the Re-Election Failure. ​

Vesting. A. The Participant shall have a non-forfeitable right to a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become vested on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. The Award will become eligible to vest upon achievement of the Granted CSPU goals (“Performance Goals”), as adopted by the Committee in the first calendar quarter of the year in which the Award is granted and communicated. The calculation of the number of Granted CSPUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on your Fidelity stock plan account. Granted CSPUs that become eligible to vest are referred to as the “Eligible CSPUs.” In the event and to the extent that the Performance Goals are not satisfied, such Granted CSPUs shall not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of Granted CSPUs will become eligible to vest. In no event shall the number of Eligible CSPUs exceed 200% of the number of Granted CSPUs. Eligible CSPUs will become vested in the following installments (the “Vesting Period”): One-third of the Eligible CSPUs shall vest on the later of one year from the Grant Date or the date of the Committee’s determination of the degree to which the Performance Goals have been satisfied (the “Initial Vesting Date”); an additional one-third of the Eligible CSPUs shall vest on the first anniversary of the Initial Vesting Date; and an additional one-third of the Eligible CSPUs shall vest on the second anniversary of the Initial Vesting Date. C. Except as otherwise provided in the Plan, upon termination of the Participant’s employment with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will immediately terminate, except as follows: (i) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the later of (a) Subject the date of death or Disability of the Participant or (b) the determination of the Eligible CSPUs based on the Performance Goals and the Committee’s approval, even if such determination occurs following the date of death or Disability of the Participant; and (ii) any portion of the Award held by the Participant immediately prior to the GranteeParticipant’s continued Retirement, to the extent not vested previously, will become fully vested upon the later of the date of Retirement or determination of the Eligible CSPUs based on the Performance Goals and the Committee’s approval for fifty percent (50%) of the number of Eligible CSPUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible CSPUs covered by such unvested portion for every full year of employment or other by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible CSPUs of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service relationship with the Company or its Subsidiaries through March 31Affiliates, 2022but not including pursuant to any termination For Cause or any termination for insufficient performance, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitableas determined by the Company. D. Notwithstanding anything herein to the contrary, a “Vested RSU”) as any portion of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If Award held by a Termination of Relationship occurs after March 31, 2022, but Participant or a Participant’s permitted transferee immediately prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as cessation of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs Participant’s employment For Cause shall terminate and become null and void as at the commencement of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based business on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. (a) Subject The RSUs shall vest in accordance with the vesting schedule set forth in the Notice of Grant (the "Vesting Schedule"). Upon the vesting of RSUs, the Company will deliver to the Grantee’s continued employment or other service relationship with Recipient, for each RSU that becomes vested, one share of Common Stock, subject, in the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as case of the Determination Date according shares of Common Stock delivered in respect of the RSUs that vest on the Vesting Start Date, to Section 4(b) and subject, in all cases, to the provisions set forth on Annex I attached heretopayment of any taxes pursuant to Section 7. The Common Stock will be delivered to the Recipient as soon as practicable following each vesting date, but in any event within 30 days of such date. (b) If a Termination of Relationship occurs after March 31Notwithstanding the foregoing, 2022if, but within the period beginning on the date that is nine months prior to the Determination Datedate on which a Change in Control is consummated (provided that negotiations relating to the Change in Control are ongoing at the time the Recipient's employment is terminated) and ending on the second anniversary of the date on which the Change in Control is consummated, the Recipient's employment is terminated by the Company without Cause or by the Recipient for Good Reason, then all remaining unvested RSUs shall become fully vested and free from all forfeiture restrictions as of the later of (i) the consummation of the Change in Control and (ii) the date of termination. For purposes of the preceding sentence, it is understood that if the date of termination occurs before the consummation of the Change in Control, the RSUs shall remain eligible outstanding but shall not continue to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs vest in accordance with the preceding sentence, Vesting Table set forth in the Notice of Grant until such time as the Change in Control occurs and such unvested RSUs shall terminate and become null and void as expire upon the date that is nine months after employment ends if the Change in Control has not then occurred. Each of the Determination Date. terms "Change in Control", "Cause" and "Good Reason" shall have the meaning set forth in the Recipient's employment agreement with the Company dated August 11, 2017 (c) If the "Employment Agreement"). In addition, in the event the acquiring or succeeding corporation in a Change in Control occurs does not agree to assume the unvested RSUs as of immediately prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any or substitute substantially equivalent RSUs (other than for the Vested CIC unvested RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the then all remaining unvested RSUs shall cease vesting as become fully vested and free from all forfeiture restrictions immediately prior to the consummation of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, Change in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedControl.

Vesting. The RSUs ultimately earned by the Employee will vest on the first trading day in April of the third year after the grant date (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the occurrence of any of the following events: (a) Subject to the GranteeEmployee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto.death; (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.Employee's Disability; (c) If a Change in Control occurs prior to March 31, 2022, under which the Committee shall determine successor corporation does not assume the number Awards that remain outstanding under the Plan as of Vested RSUs based on the special rules set forth on Annex I (effective date of the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). Following the occurrence of For purposes herein, upon a Change in Control, any RSUs the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (other than i) assumed or continued by the Vested CIC RSUssuccessor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall immediately be forfeited.subject to the Compensation Committee’s approval; (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as an involuntary Termination of Employment of the date Employee's employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Grantee’s Company occurs; or (e) a voluntary Termination of Relationship Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the performance measures, resulting in the payment of 100% of the target award amount of this grant. All RSUs will be forfeited upon termination of the Employee's employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or any after attaining age 62 and 10 Years of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedService.

Vesting. The RSUs will vest ratably over a three-year period from issuance, one-third on each of the first, second and third anniversary of the Grant Date (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitableeach, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Vesting Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the GranteeEmployee’s continued employment or other service relationship with the Company or its Subsidiaries Employer through each applicable Vesting Date. On each Vesting Date, 1/3rd of the consummation total RSUs granted hereunder will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s Retirement (as defined below), any portion of the RSUs not yet vested will not vest until the Vesting Dates following such Retirement and, on each such Vesting Date, the vesting portion of such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter) (the “Retirement Treatment”). Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the occurrence of any of the following events: (a) the Employee’s death; (b) the Employee’s Disability; (c) a Change in Control under which the successor corporation does not assume the Awards that remain outstanding under the Plan as of the effective date of the Change in Control, provided, if the Employee is or could be eligible for Retirement prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c) and instead will be settled in accordance with the Retirement Treatment. Following the occurrence of For purposes herein, upon a Change in Control, any RSUs the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (other than i) assumed or continued by the Vested CIC RSUssuccessor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall immediately be forfeited.subject to the Committee’s approval; (d) Except as otherwise provided an involuntary Termination of Employment of the Employee by the Company for reasons other than Cause within twenty-four (24) calendar months following the date on which a Change in this Section 3Control of the Company occurs; or (e) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the date on which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. In the event of the Termination of Employment of the Employee by the Company under circumstances where the Employee is entitled to the benefits under the Company’s Executive Severance Pay Plan, the RSUs Employee shall cease vesting as be entitled to retain the ratable portion of the total RSUs granted hereunder determined under the terms of that plan, which will vest on the Vesting Date or Vesting Dates following the termination date in the manner stated in Section 1 of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no this Agreement. Any portion of the RSUs that are not Vested RSUs as yet vested will be forfeited upon termination of such time shall become Vested RSUs thereafter (i.e.the Employee’s employment with the Employer prior to any remaining Vesting Dates for a reason other than death, Disability, the portion circumstances of the RSUs that are not Vested RSUs shall be forfeited immediately); provideda Change in Control described above, that, in the event that the Grantee experiences a Termination of Relationship as provided for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested Company’s Executive Severance Pay Plan, or unvested) shall immediately be forfeitedRetirement.

Vesting. The Shares that are granted hereby are subject to the Forfeiture Restrictions. The Forfeiture Restrictions will lapse as to the Shares that are awarded hereby as provided in Section 4(a) through (f) below. (a) Subject The Forfeiture Restrictions will lapse as to the Grantee’s continued employment or other service relationship with Shares that are awarded hereby on the third anniversary of the Grant Date (the “Third Anniversary”), provided that the Executive has remained employed by the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable throughout the three (when a RSU becomes non-forfeitable, a “Vested RSU”3) as of year period beginning on the Determination Grant Date according to and ending on the provisions set forth on Annex I attached heretoThird Anniversary. (b) If a Termination Notwithstanding any other provision of Relationship occurs after March 31this Agreement to the contrary, 2022if, but prior to the Determination DateThird Anniversary, a Change in Control occurs and the RSUs shall remain eligible Executive has remained employed by the Company throughout the period beginning on the Grant Date and ending the time immediately prior to become Vested RSUs in accordance with Annex I as the effective time of the Determination Date. To Change in Control then the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void Forfeiture Restrictions will lapse as to all of the Determination DateShares that are awarded hereby immediately prior to the effective time of the Change in Control. (c) If a Change in Control occurs Notwithstanding any other provision of this Agreement to the contrary, if, prior to March 31, 2022the Third Anniversary, the Committee shall determine Executive’s employment with the Company is terminated as a result of the Executive’s death or Disability the Forfeiture Restrictions will lapse as to a pro-rata portion of the Shares that are awarded hereby on the date of the Executive’s employment with the Company is so terminated equal to (i) the Shares multiplied by (ii) the number of Vested RSUs based full, complete calendar months from the Grant Date (including, the month that includes the Grant Date even though such month is not a full, complete calendar month) through the date on which the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the GranteeExecutive’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs is so terminated divided by (other than the Vested CIC RSUsii) shall immediately be forfeited36. (d) Except as otherwise provided If the Executive ceases to be employed by the Company for any reason before the lapse date set forth in this Section 34(a) (and a Change in Control has not previously occurred), the RSUs Forfeiture Restrictions applicable to the Restricted Shares shall cease vesting as not lapse and all the Restricted Shares shall be forfeited to the Company and this Agreement shall terminate. (e) Upon the lapse of the date Forfeiture Restrictions with respect to the Shares granted hereby the Company shall cause to be delivered to the Executive a stock certificate or electronic book entry representing such Shares, and such Shares shall be transferable by the Executive (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the GranteeCompany, constitute a violation of applicable securities law). (f) If the Executive’s Termination of Relationship employment with the Company or any of its Subsidiaries terminates for any reason before the Third Anniversary other than as provided in Section 4(b), (c) or (d) the Forfeiture Restrictions applicable to the Restricted Shares shall not lapse and no portion of all the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs Restricted Shares shall be forfeited immediately); provided, that, in to the event Company and this Agreement shall terminate on the date that the Grantee experiences a Termination of Relationship for Cause (as defined in Executive’s employment with the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedCompany terminates.

Vesting. (a) Subject Restricted Shares that are granted hereby shall be subject to the Grantee’s continued employment or other service relationship with Forfeiture Restrictions. All of the Company or its Subsidiaries through March 31, 2022, a Forfeiture Restrictions shall lapse and the Restricted Shares shall vest as follows (it being understood that the number of RSUs Restricted Shares as to which all restrictions have lapsed -4- and which have vested in the Recipient at any time shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as be the greatest of the Determination Date according to the provisions set forth on Annex I attached heretonumber of vested Shares specified in subparagraph (i), (ii) or (iii) below): i. Except as otherwise provided herein, <<Vesting Terms>>. (b) If a Termination ii. In the event of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as death or Disability of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate Recipient while serving as a Director and become null and void as before all of the Determination DateRestricted Shares have vested, 100% of the Restricted Shares shall vest and the Forfeiture Restrictions shall lapse with respect to such shares. (c) iii. If a Change in Control occurs and the Recipient is serving as a Director immediately prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following , 100% of the occurrence of a Restricted Shares shall vest and the Forfeiture Restrictions shall lapse with respect to such Restricted Shares immediately prior such Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (db) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs Restricted Shares that are do not Vested RSUs as of such time shall become Vested RSUs thereafter vested pursuant to Paragraph (i.e., the portion of the RSUs that are not Vested RSUs a) above shall be forfeited immediately); provided, thatand the Recipient shall cease to have any rights of a shareholder with respect to such forfeited Shares upon termination of the Recipient’s service as a Director. (c) Notwithstanding anything herein to the contrary, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement)Restricted Shares are forfeited, all RSUs then held such forfeited Shares will automatically, and without any action by the Grantee (whether vested or unvested) shall immediately parties hereto, be forfeitedcancelled on the records of the Company and any stock certificates issued representing such forfeited Shares will thereupon automatically be null and void.

Vesting. (a) Subject to All of the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-Award Shares are nonvested and forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached heretoGrant Date. (b) If a Termination So long as your Service with the Company is continuous from the Grant Date through the applicable date upon which vesting is scheduled to occur, one-third (1/3rd) of Relationship occurs after March 31, 2022, but prior to the Determination Award Shares will vest and become nonforfeitable on each anniversary of the Grant Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as such that 100% of the Determination Date. To Award Shares will be vested and nonforfeitable on the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as third anniversary of the Determination Grant Date. (c) If you die while in the Service of the Company or your Service terminates by reason of Disability, all of the Award Shares will become vested and nonforfeitable as of your death or such termination of employment. (d) Unless otherwise determined by the Committee or as specified herein, none of the Award Shares will become vested and nonforfeitable after your Service with the Company ceases. (e) If a Change in Control occurs prior to March 31, 2022occurs, the vesting and forfeitability of the Award Shares shall not be altered or accelerated solely as a result of such occurrence unless otherwise determined by the Committee in its discretion, and the Award Shares shall determine be assumed or an equivalent award shall be substituted by the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject successor corporation to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation a parent or subsidiary of such Change in Controlsuccessor corporation (each such assumed or equivalent award, a “Substitute Award”). Following In the event that you suffer an Involuntary Termination coincident with or within 24 months following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) Award Shares or Substitute Award, to the extent not previously vested nor earlier forfeited, shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting become fully vested and nonforfeitable as of the date of such Involuntary Termination. If a Substitute Award is not issued or the Grantee’s Termination of Relationship Award Shares assumed in connection with the Company or any of its Subsidiaries for any reason and no portion Change in Control, as determined in the discretion of the RSUs that are not Vested RSUs as Committee, then the Committee shall provide for full vesting and lapse of such restrictions on the Award Shares immediately before the effective time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, Change in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedControl.

Vesting. (aExcept as provided in Sections 2(b) Subject and 2(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2027 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with TSR, as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2024 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2026 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31, 2022, but prior Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12 below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (aExcept as provided in Sections 3(b) Subject and 3(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2024 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2021 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2023 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, 2022, but prior as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12(b) below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward, as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. A. The Participant shall have a nonforfeitable right to a portion of the Award (asuch portion, the vested portion) Subject only upon the dates posted on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become eligible to vest on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then-outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. (i) MSUs granted in 2013 or prior will become eligible to vest in four equal installments on each of the first, second, third and fourth anniversaries of the Grant Date (each a “Vesting Date”) (the "Vesting Period"). MSUs granted in 2014 or thereafter will become eligible to vest in three equal installments on each of the first, second and third anniversaries of the Grant Date. (ii) On each Vesting Date, the number of MSUs that become eligible to vest on such Vesting Date will vest based upon the change in the Biogen Idec share price between the Vesting Date and the Grant Date. The calculation of the number of MSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the MSUs were granted (“LTI Overview”) which is also found on your Fidelity stock plan account. In the event and to the Granteeextent that a number of the MSUs then eligible to vest do not vest on the applicable Vesting Date in accordance with this Agreement and the LTI Overview, such MSUs shall be immediately forfeited. In the event that the threshold is not met based on the calculation described in the LTI Overview, any MSUs then eligible to vest shall not vest and shall be immediately forfeited. In the event and to the extent that the target is exceeded based on the calculation described in the LTI Overview, an additional number of MSUs will vest. In no event shall the number of MSUs that vest on the applicable Vesting Date exceed 150%, if granted in 2013 or prior, or 200% ,if granted in 2014 or thereafter, of the MSUs that became eligible to vest on such Vesting Date. C. Except as otherwise provided in the Plan, upon termination of the Participant's employment with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will immediately terminate, except as follows: (1) any portion of the Award held by the Participant immediately prior to the Participant's termination of employment on account of death or Disability will, to the extent not vested previously, become eligible to vest as of the date of such termination of employment, and such MSUs then eligible to vest will vest in accordance with Section 2.B.(ii) with the date of the termination of employment serving as the applicable Vesting Date; and (2) any portion of the Award held by the Participant immediately prior to the Participant's Retirement, to the extent not vested previously, will remain outstanding and will become eligible to vest over the remainder of the Vesting Period as set forth in Section 2.B.(i) without regard to the service requirement specified in Section 2.A., for fifty percent (50%) of the number of MSUs covered by such unvested portion and for an additional ten percent (10%) of the number of MSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested MSUs, and such MSUs that become eligible to vest will vest in accordance with Section 2.B.(ii). For the avoidance of doubt, Retirement means the Participant’s continued employment or other termination from the Company and its Affiliates after reaching age 55 with ten (10) full years of service relationship with the Company or its Subsidiaries through March 31Affiliates, 2022but not including any termination For Cause or any termination for insufficient performance, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitableas determined by the Company and its Affiliates. D. Notwithstanding anything herein to the contrary, a “Vested RSU”) as any portion of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If Award held by a Termination of Relationship occurs after March 31, 2022, but Participant or a Participant's permitted transferee immediately prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as cessation of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs Participant's employment For Cause shall terminate and become null and void as at the commencement of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based business on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. (a) Subject to the terms, conditions, and limitations set forth herein, the Vesting Date for the Restricted Stock Units shall occur on [the third anniversary of the Date of Grant (and on such date the Restricted Stock Units shall become 100% vested, earned and payable)], provided that the Grantee is a full-time employee of Atlanticus (or one of its Affiliates) from the Date of Grant through the applicable date. [In addition, until the Vesting Date, and provided that the Grantee is a full-time employee of Atlanticus (or one of its Affiliates) at the time of a “Change in Control,” any Restricted Stock Units that theretofore have not become vested, earned and payable shall immediately become vested, earned and payable upon a “Change in Control.”] Notwithstanding the foregoing, any Restricted Stock Units that theretofore have not become vested, earned and payable shall immediately become vested, earned and payable upon termination by Atlanticus (or its Affiliates) of Grantee’s continued employment other than for Cause or other service relationship with in the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as case of the Determination Date according death or Disability of Grantee while employed by Atlanticus (or one of its Affiliates). A transfer of Grantee from Atlanticus to a subsidiary or vice versa shall not constitute a termination for these purposes. Upon issuance of the shares of Common Stock, Atlanticus shall retain, and not issue, shares of Common Stock having a Fair Market Value, at the time of issuance, equal to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31Tax Withholding, 2022, but unless prior to the Determination Date, Vesting Date the RSUs shall remain eligible Grantee has made arrangements satisfactory to become Vested RSUs in accordance with Annex I as Atlanticus regarding the payment of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination DateTax Withholding. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. The RSUs ultimately earned by the Employee will vest on the first trading day in April of the third year after the grant date (the “Vesting Date”). Upon the Vesting Date, the RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs will not vest until the Vesting Date and upon such Vesting Date, such RSUs will be immediately settled in shares of Common Stock and will be immediately transferable thereafter (and, in any event, within 70 days thereafter), with the amount of the resulting award to be determined on the basis of the Company’s achievement of the performance criteria. Notwithstanding the foregoing, the RSUs will vest and will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the occurrence of any of the following events: (a) Subject to the GranteeEmployee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto.death; (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date.Employee's Disability; (c) If a Change in Control occurs prior to March 31, 2022, under which the Committee shall determine successor corporation does not assume the number Awards that remain outstanding under the Plan as of Vested RSUs based on the special rules set forth on Annex I (effective date of the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control, provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of the Employee’s Award, this Section 1(c) shall not be applicable and, as such, the Employee’s Award shall not vest and be settled under this Section 1(c). Following the occurrence of For purposes herein, upon a Change in Control, any RSUs the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control if and only if such Awards are either (other than i) assumed or continued by the Vested CIC RSUssuccessor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall immediately be forfeited.subject to the Compensation Committee’s approval; (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as an involuntary Termination of Employment of the date Employee's employment by the Company for reasons other than Cause within twenty-four (24) calendar months following the month in which a Change in Control of the Grantee’s Company occurs; or (e) a voluntary Termination of Relationship Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, it will be assumed that the Company achieved “target” performance on each of the performance measures, resulting in the payment of 100% of the target award amount of this grant. All RSUs will be forfeited upon termination of the Employee's employment with the Employer before the Vesting Date for a reason other than death, Disability or retirement from the Company upon or any after attaining age 62 and 5 Years of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedService.

Vesting. (a) Subject to An Award or any portion thereof that is Earned shall become Vested only upon the Grantee’s continued employment Vesting Date, except as otherwise specifically provided in this Section 4. To the extent that, on the Vesting Date, all or other service relationship with any portion of an Award is not Earned, such Award or the portion thereof that is not then Earned shall not become Vested and shall be forfeited automatically. Except as otherwise specifically provided herein, no Award or any portion thereof shall Vest on the Vesting Date unless the Employee is then, and since the Grant Date has continuously been, employed by a member of the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached heretoGroup. (b) If a Termination of Relationship occurs after March 31, 2022, but In the event that the Employee’s employment terminates prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as Vesting Date on account of the Determination Date. To Employee’s (1) death, (2) Disability, (3) Retirement, (4) termination by the extent Company without Cause, or (5) termination by the RSUs do Employee with Good Reason, then that portion of the Award that is then Earned shall be Vested on the date of termination and that portion of the Award that is not then Earned shall not become Vested RSUs in accordance with the preceding sentence, the RSUs and shall terminate and become null and void as of the Determination Datebe forfeited automatically. (c) If a Change in Control occurs In the event that the Employee’s employment terminates prior to March 31, 2022, the Committee shall determine Vesting Date for Cause or the number of Vested RSUs based on Employee terminates employment prior to the special rules Vesting Date for any reason other than a reason set forth on Annex I (in Section 4(b) of this Agreement, then the “entire Award shall not become Vested CIC RSUs”)and shall be forfeited automatically, subject to the Grantee’s continued employment whether or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeitednot Earned. (d) Except In the event of a Covered Transaction, except as otherwise provided in this Section 3subsection (d), that portion of the Award that is then Earned shall become Vested and that portion of the Award that is not then Earned shall not be Vested and shall be forfeited automatically unless the Committee determines, in its sole discretion, to accelerate the vesting of all or any portion of the Awards that are not then Vested. (1) If, in connection with the occurrence of a Covered Transaction prior to the Vesting Date, the RSUs shall cease vesting as of Committee determines that the Total Shareholder Return from the date of the Grantee’s Termination IPO through the date of Relationship with the Company or any Covered Transaction based on the transaction price per share produces a compound annual growth rate of its Subsidiaries for any reason and no at least percent, then a portion of the RSUs Award shall become Earned and Vested upon the occurrence of the Covered Transaction equal to the percentage of the Award described in Section 3(a) that are not Vested RSUs would have been Earned had the Total Shareholder Return Requirement been satisfied on the most recent Determination Date prior to the occurrence of the Covered Transaction. (2) If, in connection with the occurrence of a Covered Transaction prior to the Vesting Date, the Committee determines that Total Shareholder Return based on the transaction price per share exceeds the Total Shareholder Return Requirement as of such time shall any subsequent Determination Date that would otherwise have occurred following the date of the Covered Transaction, then the Employee will be deemed to have Earned and become Vested RSUs thereafter (i.e., the portion in that percentage of the RSUs Award that are not Vested RSUs shall be forfeited immediatelywould have been Earned as though such subsequent Determination Date occurred immediately prior to the Covered Transaction and Total Shareholder Return were determined as set forth in this clause (2); provided, that. (3) By way of example, in the event that in connection with a Covered Transaction occurring between the Grantee experiences second and third Determination Date it is determined that the Total Shareholder return is % since the IPO and that the Total Shareholder Requirement had been met for the first Determination Date but not the second Determination Date, then (x) by operation of clause (1) above an additional 25% of the Award would be Earned and Vested such that a Termination total of Relationship for Cause 50% of the Award would be Earned and Vested before application of clause (as defined in 2) above and (y) by operation of clause (2) above another 25% of the Grantee’s Employment Agreement), all RSUs then held by Award would be Earned and Vested such that 75% of the Grantee (whether vested or unvested) shall immediately Award would be forfeitedEarned and Vested at the date of the Covered Transaction.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship The Initial Grant awarded under Section 1 shall become vested and nonforfeitable in accordance with the following schedule so long as Participant remains in service as a Non-Employee Director of the Company (or any of its Subsidiaries through March 31Subsidiaries). (1) On , 2022, a number 331/3% of RSUs the Initial Grant shall become non-forfeitable fully vested and nonforfeitable. (when a RSU becomes non-forfeitable2) On , a “Vested RSU”) as 331/3% of the Determination Date according to Initial Grant shall become fully vested and nonforfeitable. (3) On , the provisions set forth on Annex I attached heretobalance of the Initial Grant shall become fully vested and nonforfeitable. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs The Regular Grant awarded under Section 1 shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs vested and nonforfeitable in accordance with the preceding sentence, the RSUs shall terminate and become null and void following schedule so long as Participant remains in service as a Non-Employee Director of the Determination DateCompany (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 Change in Control occurs prior to March 31, 2022, the Committee shall determine the number Non-Employee Director of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion other than death, disability within the meaning of Section 22(e)(3) of the RSUs that are not Vested RSUs Internal Revenue Code of 1986, as of such amended ("Disability"), or retirement from the Board as defined from time shall become Vested RSUs thereafter (i.e., to time in the portion section entitled "Rotation of the RSUs that are Directors" of the Company's Corporate Governance Guidelines ("Retirement"), all Restricted Stock Units to the extent not Vested RSUs yet vested under subsections (a) and (b) on the date Participant ceases to be a Non-Employee Director shall be forfeited immediately); providedby 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, thatDisability or Retirement, or if the Company is subject to a Change in the event that the Grantee experiences a Termination of Relationship for Cause Control (as defined in below) while Participant is a Non-Employee Director of the Grantee’s Employment AgreementCompany (or any of its Subsidiaries), Participant's interest in all RSUs then held by Restricted Stock Units awarded hereunder shall become fully vested and nonforfeitable as of the Grantee date of death, Disability, Retirement or Change in Control. (whether vested or unvestede) shall immediately be forfeitedThe Committee may, in its sole discretion, accelerate the 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 and its Subsidiaries, effective upon termination of such service.

Vesting. (a) Subject to the GranteeParticipant’s continued employment or other service relationship with not having a Termination of Relationship and except as otherwise set forth in Section 7 hereof, the Company or its Subsidiaries through March 31, 2022, a number of RSUs Options shall become non-forfeitable and exercisable (when a RSU becomes any Options that shall have become non-forfeitableforfeitable and exercisable pursuant to this Section 4, a the “Vested RSUOptions”) as of the Determination Date according to the provisions follows: (a) in such percentages as on such dates as set forth on Annex I attached hereto.the Certificate of Grant of this Award under “Vesting Schedule”; or (b) If in the event of Participant’s Disability (a “Special Termination”), the installment of Options scheduled to vest on the next Vesting Date immediately following such Special Termination shall immediately become Vested Options, and the remaining Options which are not then Vested Options shall be forfeited; (c) upon Participant’s death, any previously unvested Options shall immediately become Vested Options; (d) upon a Termination of Relationship occurs after March 31as a result of the Participant’s Retirement with Notice, 2022, but prior to the Determination Date, the RSUs any previously unvested Options shall remain eligible to outstanding and become Vested RSUs in accordance with Annex I as Options on the normal scheduled future Vesting Date(s) occurring during the remainder of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as full term of the Determination Date.Options, as if no Termination of Relationship had occurred; (ce) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number event of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following i) the occurrence of a Change in Controlof Control and (ii) thereafter, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s a Termination of Relationship with of the Participant by the Company or any of its Subsidiaries Affiliates (or successors in interest) without Cause or by the Participant for any reason and no portion Good Reason that occurs prior to the second anniversary of the RSUs that are Change of Control, then each outstanding Option which has not theretofore become a Vested RSUs as Option pursuant to Section 4(a) shall become a Vested Option on the date of such time shall become Vested RSUs thereafter Termination of Relationship; or (i.e.f) except as otherwise provided above with respect to a Special Termination, the portion death, or Retirement with Notice or a Termination of the RSUs that are not Vested RSUs shall be forfeited immediately); providedRelationship as provided in Section 4(e) above, that, in the event that the Grantee experiences upon a Termination of Relationship for Cause any other reason, the unvested portion of the Option (as defined in the Grantee’s Employment Agreement)i.e. , all RSUs then held by the Grantee (whether vested or unvestedthat portion which does not constitute Vested Options) shall immediately terminate and cease to be forfeitedoutstanding on the date the Termination of Relationship occurs and shall no longer be eligible to become Vested Options.

Vesting. (a) Subject to All of the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-Award Shares are nonvested and forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached heretoGrant Date. (b) If a Termination So long as your Service with the Company is continuous from the Grant Date through the applicable date upon which vesting is scheduled to occur, one-third (1/3rd) of Relationship occurs after March 31, 2022, but prior to the Determination Award Shares will vest and become nonforfeitable on each anniversary of the Grant Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as such that 100% of the Determination Date. To Award Shares will be vested and nonforfeitable on the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as third anniversary of the Determination Grant Date. (c) If you die while in the Service of the Company or your Service terminates by reason of Disability, all of the Award Shares will become vested and nonforfeitable as of your death or such termination of employment. (d) Unless otherwise determined by the Committee or as specified herein, none of the Award Shares will become vested and nonforfeitable after your Service with the Company ceases. (e) If a Change in Control occurs prior to March 31, 2022occurs, the vesting and forfeitability of the Award Shares shall not be altered or accelerated solely as a result of such occurrence unless otherwise determined by the Committee in its discretion, and the Award Shares shall determine be assumed or an equivalent award shall be substituted by the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject successor corporation to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation a parent or subsidiary of such Change in Controlsuccessor corporation (each such assumed or equivalent award, a “Substitute Award”). Following In the event that you suffer a Qualifying Termination coincident with or within 24 months following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) Award Shares or Substitute Award, to the extent not previously vested nor earlier forfeited, shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting become fully vested and nonforfeitable as of the date of such Qualifying Termination. If a Substitute Award is not issued or the Grantee’s Termination of Relationship Award Shares assumed in connection with the Company or any of its Subsidiaries for any reason and no portion Change in Control, as determined in the discretion of the RSUs that are not Vested RSUs as Committee, then the Committee shall provide for full vesting and lapse of such restrictions on the Award Shares immediately before the effective time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, Change in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedControl.

Vesting. (a) Subject to ● The LTIP Units granted hereunder will be 100% vested on the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as one year anniversary of the Determination Date according to Grant Date, and except as otherwise provided herein, in the provisions set forth on Annex I attached hereto. (b) If event you incur a Termination of Relationship occurs after March 31, 2022, but Service prior to the Determination Datesuch anniversary date, the RSUs shall remain eligible to become Vested RSUs LTIP Units granted hereunder will be forfeited (unless such Termination of Service occurs in accordance connection with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior in which the LTIP Units vesting is accelerated consistent with the terms below, with any such determination to March 31, 2022be made by the “administrator” of the Plan). ● Notwithstanding the above vesting schedule, the Committee shall determine LTIP Units granted hereunder will become 100% vested upon your Termination of Service due to your death or “Disability” within the number meaning of Vested RSUs based on the special rules set forth on Annex I Plan (with any such determinations of “Disability” made by the “Vested CIC RSUs”administrator” of such Plan), subject . ● The provisions in Section 18 of the Plan regarding vesting upon a Change in Control of InfraREIT Inc. shall also apply to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through LTIP Units granted hereunder, except that, upon the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs the LTIP Units granted hereunder, unless previously forfeited, will become 100% vested in all circumstances. [INSERT THE NAME OF PARTICIPANT] The undersigned spouse (other than “Spouse”) of the Vested CIC RSUsParticipant Interest Holder (“Participant”) shall immediately be forfeited. who is a party to that certain Award Agreement described above (d) Except as otherwise provided the “Agreement”), hereby acknowledges that the undersigned Spouse has read the Agreement in this Section 3its entirety and that the undersigned Spouse is fully aware of and clearly understands that Participant has agreed to the terms and conditions of the Second Amended and Restated Agreement of InfraREIT Partners, the RSUs shall cease vesting LP, effective as of the date time described in the Agreement (“Partnership Agreement”). The undersigned Spouse desires to bind his or her community or other marital property interest (if any) in any and all benefits or interests conferred by the Agreement. In consideration of these premises, the undersigned Spouse of Participant hereby expressly consents that Participant may execute the same and hereby expressly joins in, agrees to, accepts, and consents to all of the Grantee’s Termination terms and conditions of Relationship with the Company Agreement. The undersigned Spouse hereby agrees to be bound by all of the terms and conditions of the Agreement that are or any may be applicable to the undersigned Spouse or to awards of its Subsidiaries Participant in which the undersigned Spouse has or may have a community or other marital property interest, and to execute and deliver all other additional agreements, instruments, and documents and to perform such additional acts as may be necessary or appropriate to effectuate, comply with, or fulfill the terms, provisions, and purposes of the Agreement and the transactions contemplated thereby. Any amendments to the Agreement or Partnership Agreement that are consented to by the Participant shall be binding upon the undersigned Spouse. The undersigned Spouse hereby acknowledges and agrees that the termination of the marital relationship of Participant and the undersigned Spouse for any reason shall not have the effect of removing any award of LTIP Units otherwise subject to the Agreement and the Partnership Agreement from the coverage thereof and that the covenants made in the Agreement (INCLUDING, WITHOUT LIMITATION, THIS SPOUSAL CONSENT) shall be, and hereby are, accepted as binding on Spouse individually and upon all persons ever to claim under Spouse. Nothing in the Agreement, the Partnership Agreement or this SPOUSAL CONSENT shall be construed to create in Spouse any rights or interests to which Spouse would not otherwise be entitled at law or in equity, nor is this SPOUSAL CONSENT intended to deprive Spouse of any rights that he or she may have under applicable marital property laws; however, no portion party to this Agreement shall be obliged to deal with Spouse directly and any such right of Spouse may be exercised only by or through Participant, and Spouse agrees that the Partnership and/or General Partner is/are entitled without restriction to deal with Participant for all purposes of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedAgreement and Partnership Agreement and has/have no obligation whatsoever to Spouse.

Vesting. A. The Participant shall have a nonforfeitable right to a portion of this Award (asuch portion, the vested portion) Subject only upon the dates described in this Section 2, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become vested on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then-outstanding and unvested portion of the Award shall be automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. This Award will become eligible to vest upon achievement of the Year PS revenue and earnings per share goals (“Performance Goals”), as adopted by the Compensation and Management Development Committee (the “CMDC”) on Date. The Performance Goals are specified in the Year Long-Term Incentive Program Overview for Executives (“LTI Overview”) which is incorporated in this document by reference. PSs that become eligible to vest are referred to as the “Eligible PSs.” In the event and to the Granteeextent that the Performance Goals are not satisfied, such Granted PSs shall not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of PSs will become eligible to vest. In no event shall the number of Eligible PSs exceed 200% of the number of Granted PSs. Eligible PSs will become vested in the following installments (the “Vesting Period”): One-third of the Eligible PSs shall vest on the later of one year from the Grant Date or the date of CMDC determination of the degree to which the performance criteria set forth above have been satisfied; an additional one-third of the Eligible PSs shall vest on 2nd Vesting Date; and an additional one-third of the Eligible PSs shall vest on 3rd Vesting Date. C. Except as otherwise provided in the Plan, upon termination of the Participant’s continued employment with the Company and its Affiliates for any reason, any portion of this Award that is not then vested will immediately terminate, except as follows: (1) any portion of this Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or other Disability will, to the extent not vested previously, become fully vested upon the later of the date of death or Disability or determination of the Eligible PSs based on the performance criteria set forth above and CMDC approval, even if such determination occurs following the date of death or Disability; and (2) any portion of this Award held by the Participant immediately prior to the Participant’s Retirement, to the extent not vested previously, will become fully vested upon the later of the date of Retirement or determination of the Eligible PSs based on the performance criteria set forth above and CMDC approval for fifty percent (50%) of the number of Eligible PSs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PSs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PSs of this Award. For the avoidance of doubt, Retirement means the Participant’s termination from the Company and its Affiliates after reaching age 55 with ten (10) full years of service relationship with the Company or its Subsidiaries through March 31Affiliates, 2022but not including any termination For Cause or any termination for insufficient performance, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of determined by the Determination Date according Company and its Affiliates. D. Notwithstanding anything herein to the provisions set forth on Annex I attached hereto. (b) If contrary, any portion of this Award held by a Termination of Relationship occurs after March 31, 2022, but Participant or a Participant’s permitted transferee immediately prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as cessation of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs Participant’s employment For Cause shall terminate and become null and void as at the commencement of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based business on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) 3.1 Except as otherwise provided in this Section 3, the RSUs Restricted Shares subject to this grant shall cease become unrestricted and vested 100% on the fourth anniversary of the Grant Date, provided the Participant is then employed by the Company and/or one of its Subsidiaries or Affiliates. 3.2 Except as otherwise provided in this Section 3, if the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates for any reason prior to the vesting of all or any portion of the Restricted Shares awarded under this Agreement, such unvested portion of the Restricted Shares shall immediately be cancelled and the Participant (and the Participant’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such shares of Restricted Stock. 3.3 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s Disability, any unvested Restricted Shares shall continue to vest on a regular schedule during the period of Disability regardless of a termination event. For purposes of this Agreement, “Disability,” if the Participant is a party to an employment agreement, shall have the same meaning as in such employment agreement, otherwise, “Disability” shall mean any physical or mental disability which is 3.4 determined to be total and permanent by a doctor selected in good faith by the Company or the relevant Subsidiary or Affiliate. 3.5 If the Participant’s employment with the Company and/or its Subsidiaries or Affiliates terminates due to the Participant’s death, any unvested Restricted Shares shall become vested as of the date of any such termination. 3.6 If the GranteeParticipant’s Termination of Relationship with employment is terminated by the Company or any of and/or its Subsidiaries or Affiliates, the Restricted Shares will become vested on a pro rata basis as defined herein if and only if the Participant is a Severance Eligible Participant; i.e., if the Participant is eligible for any reason and no portion severance from the Company under the terms of: (a) the Participant’s employment agreement (if any); or (b) the terms of an applicable Company separation pay plan in force at the time of the RSUs that are not Vested RSUs Participant’s termination. The Restricted Shares of Severance Eligible Participants shall vest as follows: 3.6.1 A pro rata amount of such time any unvested shares as described in Section 3.1 above shall become Vested RSUs thereafter vest in a percentage equal to: the number of full months in which the Participant was employed from the Grant Date to the Participant’s termination date, plus the number of full months in the Participant’s severance period (i.e., the number of months’ salary which constitute the Participant’s severance payments), divided by the number of full months between the Grant Date and the scheduled vesting date (see Attachment A for a sample calculation). The pro rata portion of the RSUs that are not Vested RSUs Restricted Shares shall be forfeited immediately); provided, that, vest immediately upon the Participant’s termination date. 3.7 Upon the occurrence of a Change in the event that the Grantee experiences a Termination of Relationship for Cause (Control as defined in the Grantee’s Employment Agreement)Plan, all RSUs then held any unvested Restricted Shares subject to this grant shall become unrestricted and vested immediately upon the Change in Control in accordance with Article X of the Plan, provided the Participant is employed by the Grantee (whether vested Company on the day prior to the Change in Control. 3.8 If the Participant's employer ceases to be an Affiliate or unvested) Subsidiary of the Company, that event shall immediately be forfeiteddeemed to constitute a termination of employment under Section 3.2 above.

Vesting. (aExcept as provided in Sections 2(b) Subject and 2(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2026 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2023 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2025 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, 2022, but prior as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12(b) below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to During the Grantee’s continued employment or other period of time that the Grantee remains in the continuous service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date Company, the Option shall vest according to the provisions set forth on Annex I attached hereto. following schedule: • Equal monthly vesting over 12 months THIS AGREEMENT SHALL BE VOID IF IT HAS NOT BEEN EXECUTED AND RETURNED TO THE COMPANY WITHIN 30 DAYS AFTER THE DATE OF GRANT. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES UNDERLYING THIS OPTION AGREEMENT MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS SUCH SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION SHALL HAVE BEEN REGISTERED UNDER SAID ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR UNTIL THE COMPANY SHALL HAVE RECEIVED A LEGAL OPINION SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, THAT SUCH SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION. G▇▇▇▇▇▇ ▇▇▇▇▇▇ AGREES THAT ALL OPTION SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL EXERCISABLE BY THE COMPANY AND ITS ASSIGNS. THE TERMS OF SUCH RIGHTS ARE SPECIFIED IN THE PLAN. This Stock Option Award Agreement (bthis "Agreement") If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting is made as of the date of grant on the cover page hereof (the "Date of Grant") by and between MAIA Biotechnology, Inc., a Delaware corporation (the "Company"), and the recipient named on the cover page hereto (the "Grantee’s Termination of Relationship with "). Capitalized terms used but not otherwise defined herein shall have the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, meanings ascribed to them in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedPlan.

Vesting. (a) Subject 1.3.1. The Subscriber hereby agrees that it shall not sell, transfer or otherwise dispose of, or hypothecate or otherwise grant any interest in or to, any of the Shares, unless, until and to the Granteeextent that a Release Event (as defined below) has occurred with respect to such Shares. The Subscriber further agrees that, upon the end of the period commencing on the date of this Agreement and continuing through the date that is the eighth (8th) anniversary of the closing of the Company’s continued employment or other service relationship with initial business combination, if any of the Shares have not been subject to a Release Event, the Subscriber shall deliver such Shares to the Company or its Subsidiaries through March 31for cancellation. Any certificates representing Shares shall have endorsed thereon, 2022in addition to any other legends required under this Agreement, a number legend describing the transfer restrictions and the risk of RSUs cancellation imposed under this Section 1. Following a Release Event, such legend shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as be removed from the applicable Shares upon the request of the Determination Date according Subscriber. 1.3.2. Until immediately after the closing of the Company’s initial business combination, the Subscriber shall have full rights to vote all of the Shares. As of such time, 50% of the Shares shall have vested pursuant to Section 1.3.4(a) below, and the Subscriber shall no longer have the right to vote any of the remaining Shares, unless, until and solely to the provisions set forth on Annex I attached heretoextent that any such Shares have vested. (b) If a Termination 1.3.3. Dividends and distributions payable on any of Relationship occurs after March 31, 2022, but prior the Shares shall not be paid to the Determination Date, Subscriber but shall instead be held for the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as account of the Determination DateSubscriber in escrow, unless, until and solely to the extent that any such Shares have vested, at which time the dividends and distributions payable on such Shares shall be paid to the Subscriber. To the extent any Shares are delivered to the RSUs do not become Vested RSUs in accordance with Company for cancellation, any dividends or distributions payable thereon shall revert to the preceding sentence, the RSUs shall terminate and become null and void as of the Determination DateCompany. (c) If 1.3.4. The Shares shall vest, and shall as a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), consequence no longer be subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Controltransfer, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided voting and dividend restrictions imposed in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company 1 or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, thatto cancellation, in the event that following tranches (each of the Grantee experiences below, as applicable to the relevant Shares, a Termination “Release Event”): a. Fifty percent (50%) upon the closing of Relationship for Cause the Company’s initial business combination; b. An additional twelve and one-half percent (12.5%) upon the Return to Shareholders (as defined in below) exceeding 20%; c. An additional twelve and one-half percent (12.5%) upon the Grantee’s Employment Agreement), all RSUs then held by Return to Shareholders exceeding 30%; d. An additional twelve and one-half percent (12.5%) upon the Grantee Return to Shareholders exceeding 40%; and e. The remaining twelve and one-half percent (whether vested or unvested12.5%) shall immediately be forfeitedupon the Return to Shareholders exceeding 50%.

Vesting. (a) Subject to the Grantee’s continued employment Participant continuing to be Engaged (as defined below) by the Company, the Option Shares shall vest and become nonforfeitable over a three-year period as follows: 12/36ths of the Option Shares are immediately vested on the date hereof and 1/36th of the Option Shares shall vest and become nonforfeitable commencing on August 17, 2007 (the “Initial Monthly Vesting Date”) and on each monthly anniversary of the Initial Monthly Vesting Date until such time as all of the Option Shares shall vest and become nonforfeitable. In the event the above vesting schedule results in the vesting of any fractional Option Shares, such fractional Option Shares shall not be deemed vested hereunder but shall vest and become nonforfeitable when such fractional Option Shares aggregate whole Option Shares. Notwithstanding anything contained herein to the contrary, (A) if the Executive is Engaged by the Company immediately prior to the consummation of a Change of Control (as defined in the Employment Agreement), all unvested Options Shares shall immediately vest upon consummation of such Change of Control or other service relationship (B) if (i) Executive is requested, in writing, by the Company to resign from the Board in connection with the Company becoming a public company (provided that Executive has not previously voluntarily terminated his employment with the Company prior to the Expiration Date in his Employment Agreement or its Subsidiaries through March 31been terminated for Cause[as defined herein]) or (ii) Executive is not re-elected to serve on the Board after the Expiration Date in his Employment Agreement (provided that Participant has not previously voluntarily terminated his employment with the Company prior to the Expiration Date in his Employment Agreement or been terminated for Cause), 2022then all unvested Option Shares shall, a number of RSUs to the extent not then vested and not previously forfeited, immediately become fully vested upon such resignation from, or failure to re-elect Participant to, the Board. At such time as the Participant ceases to be Engaged by the Company, all unvested Option Shares shall become non-forfeitable cease to be subject to the aforementioned vesting schedule (when a RSU becomes non-forfeitableand the accelerated vesting schedule set forth in Section 2(b) below and, a “Vested RSU”except as set forth in clause (B) as of the Determination Date according immediately preceding sentence, the Option Shares shall, to the provisions set forth on Annex I attached heretoextent not then vested, be forfeited by the Participant without consideration. For purposes of this Agreement, the Executive shall be considered “Engaged” by the Company during any time in which he is (i) employed by the Company, (ii) engaged as consultant to the Company, or (iii) serving as a member of the Board. (b) If a Termination of Relationship occurs after March Subject to the Participant's continuing to be Engaged by the Company, beginning with the Company’s fiscal year 2007 (which ends January 31, 20222008), but prior in addition to the Determination Datevesting schedule reflected in paragraph (a) above, the RSUs Options shall remain eligible vest and become exercisable according to become Vested RSUs in accordance with Annex I as the following schedule: (i) One-fourth (1/4) of the Determination Date. To Options shall vest if EBITDA (as defined below) equals or exceeds $5,000,000 at the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as end of any fiscal year; (ii) One-half (1/2) of the Determination Date.Options shall vest if EBITDA equals or exceeds $15,000,000 at the end of any fiscal year; (ciii) If a Change in Control occurs prior to March 31, 2022, Three-fourths (3/4) of the Committee Options shall determine vest if EBITDA equals or exceeds $25,000,000 at the number end of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited.fiscal year; and (div) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no Any unvested portion of the RSUs that are not Vested RSUs as Options shall vest if EBITDA equals or exceeds $35,000,000 at the end of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedany fiscal year.

Vesting. (a) Subject a. The RSUs that are granted hereby shall be subject to the Grantee’s continued employment or other service relationship with Forfeiture Restrictions during the Company or its Subsidiaries through March 31, 2022, a number Period of RSUs Restriction. The Forfeiture Restrictions shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) lapse as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs that are awarded hereby in accordance with the preceding sentencefollowing schedule, provided that the Participant’s employment with the Company and its subsidiaries has not terminated prior to the applicable lapse date: b. Upon the lapse of the Forfeiture Restrictions with respect to the RSUs granted hereby the Company shall cause to be delivered to the Participant a stock certificate representing the Shares, and such Shares shall be transferable by the Participant (except to the extent that any proposed transfer would, in the opinion of counsel satisfactory to the Company, constitute a violation of applicable securities law). c. If the Participant ceases to be employed by the Company or an Affiliate for any reason before the applicable lapse date including due to the death or Disability of the Participant, the Forfeiture Restrictions then applicable to the RSUs shall terminate not lapse and become null and void as of all the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), then subject to the Grantee’s continued employment Forfeiture Restrictions shall be forfeited to the Company on the date the Participant ceases to be employed by the Company or an Affiliate. If the Participant breaches, before the applicable lapse date, any non-competition, confidentiality, restrictive covenant or other service relationship similar agreement with the Company or its Subsidiaries through to which the consummation of such Change in Control. Following Participant is subject, the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, Forfeiture Restrictions then applicable to the RSUs shall cease vesting as of not lapse and all the RSUs then subject to the Forfeiture Restrictions shall be forfeited to the Company on the date the Participant breaches such agreement or covenant. d. Notwithstanding the foregoing provisions of this Section 4, if a Corporate Change (as defined by the GranteePlan) occurs and the Participant’s Termination of Relationship with employment is terminated by the Company or any an Affiliate without Cause or by the Participant for Good Reason, and the Participant’s date of its Subsidiaries for any reason and no portion termination occurs (or in the case of the RSUs that are not Vested RSUs as Participant’s termination of such time shall become Vested RSUs thereafter (i.e.employment for Good Reason, the portion of event giving rise to Good Reason occurs) within twelve (12) months following the RSUs that are not Vested Corporate Change, all unvested RSUs shall be forfeited immediately); provided, that, in automatically become 100% vested on the event that the Grantee experiences a Termination Participant’s ‘s date of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedtermination.

Vesting. ​ (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32(b) below, the RSUs Restricted Stock Units shall cease vesting become vested and nonforfeitable on the first anniversary of the Grant Date (the “Vesting Date”), so long as the Grantee continues to serve as a member of the Board through the Vesting Date and the Restricted Stock Units have not been previously forfeited. (b) Notwithstanding Section 2(a) above, but subject to Section 2(e) of this Agreement, to the extent the Restricted Stock Units have not been previously terminated, been forfeited or become vested and nonforfeitable (i) if the Grantee ceases to serve as a member of the Board due to the Grantee’s death, Disability (as defined below) or voluntary departure from the Board other than a voluntary departure as contemplated under Section 2(e) of this Agreement, then 100% of the Restricted Stock Units that would have become vested and nonforfeitable on the Vesting Date if the Grantee had remained a member of the Board through such date will become vested and nonforfeitable upon such death, Disability or voluntary departure from the Board; and (ii) 100% of the unvested Restricted Stock Units shall become immediately vested and nonforfeitable immediately prior to a Change in Control so long as the Grantee serves as a member of the Board up to the date of the Grantee’s Termination Change in Control. ​ ​ (c) For the purposes of Relationship with this Agreement, Disability shall have the Company or any of its Subsidiaries for any reason and no portion meaning as provided under Section 409A(a)(2)(C)(i) of the RSUs that are not Vested RSUs as Code. (d) For purposes of such time shall become Vested RSUs thereafter (i.e.this Agreement, the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, a Change in the event that the Grantee experiences a Termination of Relationship for Cause Control (as defined in the Plan) will be deemed to have occurred with respect to the Grantee only if an event relating to the Change in Control constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Treas. Reg. Section 1.409A-3(i)(5). ​ (e) Notwithstanding any other provision of this Agreement, if at the Company’s annual meeting of shareholders to be held on [date of applicable annual meeting] the Grantee does not receive at least a majority of votes cast in favor of the Grantee’s Employment Agreementre-election to the Company’s Board (a “Re-Election Failure”), all RSUs then held the Restricted Stock Units shall be forfeited immediately upon the acceptance by the Grantee (whether vested or unvested) Board of the Grantee’s resignation from the Board as a result of such Re-Election Failure; provided, however, that no such forfeiture shall immediately be forfeited.occur as a result of a Re-Election Failure if the Board determines to reject the Grantee’s resignation from the Board as a result of the Re-Election Failure. ​

Vesting. (a) Subject Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Grantee’s continued employment or other service relationship with Plan, the Awarded Shares shall vest as follows: a. The Tranche A Shares shall vest as follows: i. of the total Tranche A Shares shall vest on , provided the Participant is employed by the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as Subsidiary on that date. ii. of the Determination Date according to total Tranche A Shares shall vest on , provided the provisions set forth Participant is employed by the Company or a Subsidiary on Annex I attached heretothat date. iii. of the total Tranche A Shares shall vest on , provided the Participant is employed by the Company or a Subsidiary on that date. iv. of the total Tranche A Shares shall vest on , provided the Participant is employed by the Company or a Subsidiary on that date. b. The Tranche B Shares shall vest as follows: i. Fifty percent (b50%) If of the Tranche B Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided the Participant is employed by the Company or a Subsidiary on that date. ii. Fifty percent (50%) of the Tranche B Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided the Participant is employed by the Company or a Subsidiary on that date. c. Notwithstanding the foregoing, if a Public Offering shall have been consummated, all Awarded Shares not previously vested shall immediately become vested in full upon a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I Service as a result of the Determination DateParticipant’s death while performing his duties and responsibilities for the Company. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee Public Offering shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, thathave been consummated, in the event that the Grantee experiences Participant’s death occurs other than while performing his duties and responsibilities for the Company, or in the event of a Termination of Relationship Service as a result of the Participant’s Total and Permanent Disability, a Termination of Service by the Participant for Good Reason (as defined in the Employment Agreement) or a Termination of Service by the Company without Cause (as defined in the Grantee’s Employment Agreement), the Board may, in its sole discretion, accelerate the vesting of all RSUs or any portion of the Awarded Shares not previously vested based on the Participant’s time and performance and other factors, as the Board may deem appropriate. In the event that a Change in Control occurs in which the surviving entity, if any, does not assume the obligations of this Award, then held by immediately prior to the Grantee (whether effective date of such Change in Control, all Awarded Shares not previously vested or unvested) shall thereupon immediately be forfeitedbecome fully vested.

Vesting. (a) Subject to The RSUs shall become vested as follows: [ ] (each a “Vesting Date”); provided that the Grantee’s continued Participant remains in continuous employment or other service relationship with the Company or its Subsidiaries through March 31Affiliates through, 2022and has not given or received a notice of termination of such employment as of, a number the applicable Vesting Date. Notwithstanding the foregoing, the vesting of the RSUs shall become non-forfeitable (cease for any period during which the Participant is on an unpaid leave of absence from the Company and will commence when a RSU becomes non-forfeitablesuch Participant returns from such leave of absence to active service, a “Vested RSU”) as with each remaining Vesting Date being pushed back by the duration of the Determination Date according to the provisions set forth on Annex I attached heretosuch leave of absence. (b) If a Termination Except as set forth in Section 2(c) below, if the Participant’s employment is terminated for any reason, (i) this RSU Award Agreement shall terminate and all rights of Relationship occurs after March 31, 2022, but prior the Participant with respect to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I that have not vested as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentencedate of termination shall immediately terminate, the (ii) any such unvested RSUs shall terminate be forfeited without payment of any consideration, and become null and void as (iii) neither the Participant nor any of the Determination DateParticipant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested RSUs. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject Participant’s employment is terminated due to the GranteeParticipant’s continued employment or other service relationship with death and provided that the Participant’s estate executes and delivers to the Company or its Subsidiaries through the consummation (and does not revoke) a general release of such Change claims in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with form satisfactory to the Company within sixty (60) days following such termination (or any of its Subsidiaries for any reason and no portion of such shorter period as may be specified by the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter Company in accordance with applicable law): (i.e., i) the portion of the RSUs that are scheduled to vest in the twelve (12) month period following the Participant’s death shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment in accordance with Section 3 below, but in no event later than March 15 of the year following the year in which such date of termination occurs, (ii) this RSU Award Agreement shall terminate and all rights of the Participant with respect to the portion of the RSUs, if any, that have not Vested vested as of the date of termination in accordance with this Section 2(c) shall immediately terminate, (iii) any such unvested RSUs shall be forfeited immediately); providedwithout payment of any consideration, thatand (iv) neither the Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedsuch unvested RSUs.

Vesting. (a) Subject to the Granteeterms and conditions of this Agreement, the Restricted Stock Units awarded hereunder to Employee shall vest and become the right to receive Shares in the event the Company’s continued employment or other service relationship with 2009 Earnings Before Income Taxes, Depreciation and Amortization is greater than $17,140,768.00 as reflected in the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of audited financial statements for the Determination Date according to the provisions set forth on Annex I attached heretoCompany’s 2009 fiscal year. (b) Employee shall vest in the Shares at a rate of 8.33% every 90 days over a 36-month period (the “Divestiture Period”) so that Employee is fully vested in the Shares three years from the date of confirmation that the Company’s audited financial statements for the Company’s 2009 fiscal year show that Earnings Before Income Taxes, Depreciation and Amortization are greater than $17,140,768.00. If Employee’s Date of Termination occurs during the Divestiture Period, Employee shall be obligated to return a Termination pro-rata portion of Relationship occurs after March 31the Shares based on a vesting in the Shares at the rate of 8.33% each 90-day period during the Divestiture Period. Notwithstanding the foregoing, 2022Employee shall become owner of the Shares free of all restrictions otherwise imposed by this Agreement, but prior to the Determination Dateend of the Divestiture Period, as follows: (i) Employee shall become fully vested in the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I Shares as of Employee’s Date of Termination prior to the Determination Date. To date the extent the RSUs do not Shares would otherwise become Vested RSUs in accordance with the preceding sentencefully vested, the RSUs shall terminate and become null and void as if Employee’s Date of the Determination DateTermination occurs by reason of Employee’s death or disability. (cii) If a Change Employee shall become fully vested in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting Shares as of the date of a “Change in Control,” if the Grantee’s Termination of Relationship with “Change in Control” occurs prior to the Company or any of its Subsidiaries for any reason and no portion end of the RSUs that are Divestiture Period, and Employee’s Date of Termination does not Vested RSUs as occur before the “Change of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedControl” date.

Vesting. (aExcept as provided in Sections 2(b) Subject and 2(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2028 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2025 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2027 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, 2022, but prior as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12 below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward, as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as of the Determination Date according to the provisions set forth on Annex I attached hereto. (b) If a Termination of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in the Plan or as provided by the Board or the Compensation Committee of the Board and subject to the terms and condition of this Section 3Agreement, the RSUs shall cease vesting Participant’s Restricted Units covered hereby may (to the extent not previously forfeited) vest as of the date last day of the Grantee’s Termination Period of Relationship Restriction (the “Vesting Date” with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of respect to such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediatelyRestricted Units); provided, thathowever, that if, prior to the Vesting Date, the Participant’s Termination Date occurs for any reason, all Restricted Units granted hereunder shall be forfeited for no consideration and the Participant shall have no further rights under or with respect to the Restricted Units. Notwithstanding the foregoing: (a) in the event that that, during the Grantee experiences a Period of Restriction, the Participant’s Termination Date occurs due to death or Disability, all restrictions on the Restricted Units outstanding on the Termination Date shall lapse as of Relationship for Cause the Termination Date and the Termination Date shall be the “Vesting Date” with respect to such Restricted Units; and (b) in the event that, during the Period of Restriction, the Participant’s Termination Date occurs due to Retirement (as defined in the Grantee’s Employment Agreementbelow), all RSUs then held by restrictions on the Grantee Restricted Units outstanding on the Termination Date shall lapse as of the last day of the Period of Restriction (whether vested or unvestedand the last day of the Period of Restriction shall be the “Vesting Date” with respect to such Restricted Units notwithstanding that the Participant’s Termination Date has occurred prior to such date) provided that (i) the date of Retirement occurs at least twelve months after the Grant Date, (ii) the Participant provides the Company with advance written notice of the Participant’s date of Retirement at least twelve months prior to the actual date of Retirement (and such date of Retirement does not occur prior to the date specified in the advance written notice), and (iii) prior to the Termination Date, the Participant has entered into a restrictive covenant agreement with the Company and complies with the terms thereof and, for the avoidance of doubt, continued vesting of the Restricted Units following the Participant’s Retirement shall immediately be forfeited.in consideration of the Participant entering into a Restrictive Covenant Agreement; and

Vesting. (a) Subject The Restricted Stock granted to the GranteeNon-Employee Director shall vest and become nonforfeitable immediately on the Grant Date as to 50% of the Restricted Stock and, subject to the Non-Employee Director’s continued employment or other continuous service relationship with as a member of the Company or its Subsidiaries through March 31Board of the Company, 2022, a number the remaining 50% of RSUs the Restricted Stock shall vest and become non-forfeitable nonforfeitable on the first anniversary of the Grant Date (when a RSU becomes non-forfeitable, each a “Vested RSURestricted Stock Vesting Date”) as ). In the event the above vesting schedule results in the vesting of the Determination Date according to the provisions set forth on Annex I attached heretoany fractional share of Common Stock, such fractional share of Common Stock shall not be deemed vested hereunder but shall vest and become nonforfeitable when such fractional share of Common Stock aggregates a whole share of Common Stock. (b) If the Non-Employee Director’s service as a Termination member of Relationship occurs after March 31the Board terminates for any reason (other than death or disability (as determined by the Board Committee)) including as a result of the Non-Employee Director’s failure to be renominated or reelected as a director, 2022then the Restricted Stock, but prior to the Determination Dateextent not then vested, shall be forfeited by the RSUs shall remain eligible Non-Employee Director to become Vested RSUs in accordance with Annex I as the Company without consideration; provided, however, that if the Non-Employee Director’s continued service terminates because of the Determination Date. To Non-Employee Director’s death or disability (as determined by the Board Committee), then the Restricted Stock, to the extent the RSUs do not then vested and not previously forfeited, shall immediately become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate and become null and void as of the Determination Datefully vested. (c) If Notwithstanding any other provision of this Agreement to the contrary, in the event that a Change in Control occurs shall occur prior to March 31the date that all of the Restricted Stock is vested, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject then to the Grantee’s continued employment or other service relationship with extent not previously forfeited all of the Company or its Subsidiaries through unvested Restricted Stock shall vest effective upon the consummation date of such the Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as of such time shall become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs shall be forfeited immediately); provided, that, in In the event that any calendar date on which vesting is purportedly scheduled pursuant to the Grantee experiences terms of Section 2 is not a Termination of Relationship Business Day, the vesting shall automatically be delayed until the first Business Day following that calendar date. “Business Day” means a date on which commercial banks in New York, New York are open for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedgeneral business.

Vesting. (a) Subject to the Grantee’s continued employment or other service relationship limitations of this Agreement, the RSUs shall vest and become payable according to the following schedule, with respect to the Company or its Subsidiaries through March 31, 2022, a number of RSUs shall become non-forfeitable shown in the schedule on the vesting date (when a RSU becomes non-forfeitable, a the “Vested RSUVesting Date”) as applicable to such number of the Determination Date according to the provisions set forth on Annex I attached hereto.RSUs (each an “Installment”): (b) An Installment shall not vest and become payable on the otherwise applicable Vesting Date if the Participant’s Date of Termination occurs on or before such Vesting Date. Notwithstanding the foregoing provisions of this Section 3 and Article VII of the Plan to the contrary, the RSUs shall vest (to the extent not vested previously) as follows (and become payable on the Vesting Date applicable to such Installment, except as otherwise set forth below): (i) If a the Participant’s Date of Termination occurs by reason of Relationship occurs after March 31the Participant’s death, 2022Disability, but or Retirement, prior to the Determination a Change in Control, and such Date of Termination falls other than on a Vesting Date, the RSUs that are scheduled to vest on the first Vesting Date occurring after such Date of Termination shall remain eligible vest upon such Date of Termination on a pro rata basis for such interim period based upon the number of completed 30-day periods subsequent to become Vested the most recent vesting date (or the Grant Date, if there is no previous vesting date) and prior to the Date of Termination relative to the number of 30-day periods between the most recent vesting date (or the Grant Date if there is no previous Vesting Date) and the first Vesting Date occurring after such Date of Termination. (ii) Upon consummation of a Change in Control if no provision is made for the continuance, assumption or substitution of the RSUs by the Company or a successor employer or either of their parents or subsidiaries in accordance connection with Annex I the Change in Control, all of the RSUs shall vest in full as of the Determination Date. To Change in Control provided the extent Participant’s Date of Termination does not occur prior to the Change in Control. (iii) If provision is made for the continuance, assumption or substitution of the RSUs do not become Vested RSUs by the Company or a successor employer or either of their parents or subsidiaries in accordance connection with the preceding sentenceChange in Control and (A) on or following a Change in Control Participant’s Date of Termination occurs by reason of the Participant’s death, Disability, or Retirement or (B) on or within two (2) years following a Change in Control the Participant’s Date of Termination occurs by reason of termination by the Company without Good Cause or by the Participant for Good Reason, then the RSUs shall terminate and become null and void as fully vested upon such Date of the Determination DateTermination. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs as fully vested upon the Participant’s Date of such time Termination other than to the extent specified in Section 3(b) shall not become Vested RSUs thereafter (i.e., the portion of the RSUs that are not Vested RSUs vested and shall be forfeited immediately); provided, that, in without any payment therefor as of the event that the Grantee experiences a Termination Participant’s Date of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeitedTermination.

Vesting. (aExcept as provided in Sections 2(b) Subject and 2(c) below and to the Granteeextent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2029 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s continued employment or other service relationship with TSR, as defined on Appendix A, relative to the Company or its Subsidiaries through March Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2026 and ending on December 31, 2022, a number of RSUs shall become non-forfeitable 2028 (when a RSU becomes non-forfeitable, a the “Vested RSUPerformance Period”) as certified by the Committee following the end of the Determination Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date according to the provisions of Issuance shall be determined as set forth on Annex I attached hereto. (b) If a Termination Appendix A. The number of Relationship occurs after March 31, 2022, but prior Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to the Determination Date, the RSUs shall remain eligible to become Vested RSUs reduction in accordance with Annex I section 12 below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the Determination Dateaward as provided in Section 6 below. To All Units, including your rights thereto and to the extent the RSUs underlying Shares, which do not become Vested RSUs in accordance with vest on or before the preceding sentenceDate of Issuance, the RSUs shall terminate and become null and void as of the Determination Date. (c) If a Change in Control occurs prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following the occurrence of a Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (d) Except as otherwise provided in this Section 32, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs that are not Vested RSUs immediately be forfeited as of such time shall become Vested RSUs thereafter Date of Issuance (i.e., to the portion of the RSUs that are extent not Vested RSUs shall be previously forfeited immediatelyas provided herein); provided, that, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement), all RSUs then held by the Grantee (whether vested or unvested) shall immediately be forfeited.

Vesting. (a) Subject Restricted Shares that are granted hereby shall be subject to the Grantee’s continued employment or other service relationship with Forfeiture Restrictions. All of the Company or its Subsidiaries through March 31, 2022, a Forfeiture Restrictions shall lapse and the Restricted Shares shall vest as follows (it being understood that the number of RSUs Restricted Shares as to which all restrictions have lapsed and which have vested in the Recipient at any time shall become non-forfeitable (when a RSU becomes non-forfeitable, a “Vested RSU”) as be the greatest of the Determination Date according to the provisions set forth on Annex I attached heretonumber of vested Shares specified in subparagraph (i), (ii) or (iii) below): i. Except as otherwise provided herein, <<Vesting Terms>>. (b) If a Termination ii. In the event of Relationship occurs after March 31, 2022, but prior to the Determination Date, the RSUs shall remain eligible to become Vested RSUs in accordance with Annex I as death or Disability of the Determination Date. To the extent the RSUs do not become Vested RSUs in accordance with the preceding sentence, the RSUs shall terminate Recipient while serving as a Director and become null and void as before all of the Determination DateRestricted Shares have vested, 100% of the Restricted Shares shall vest and the Forfeiture Restrictions shall lapse with respect to such shares. (c) iii. If a Change in Control occurs and the Recipient is serving as a Director immediately prior to March 31, 2022, the Committee shall determine the number of Vested RSUs based on the special rules set forth on Annex I (the “Vested CIC RSUs”), subject to the Grantee’s continued employment or other service relationship with the Company or its Subsidiaries through the consummation of such Change in Control. Following , 100% of the occurrence of a Restricted Shares shall vest and the Forfeiture Restrictions shall lapse with respect to such Restricted Shares immediately prior such Change in Control, any RSUs (other than the Vested CIC RSUs) shall immediately be forfeited. (db) Except as otherwise provided in this Section 3, the RSUs shall cease vesting as of the date of the Grantee’s Termination of Relationship with the Company or any of its Subsidiaries for any reason and no portion of the RSUs Restricted Shares that are do not Vested RSUs as of such time shall become Vested RSUs thereafter vested pursuant to Paragraph (i.e., the portion of the RSUs that are not Vested RSUs a) above shall be forfeited immediately); provided, thatand the Recipient shall cease to have any rights of a shareholder with respect to such forfeited Shares upon termination of the Recipient’s service as a Director. (c) Notwithstanding anything herein to the contrary, in the event that the Grantee experiences a Termination of Relationship for Cause (as defined in the Grantee’s Employment Agreement)Restricted Shares are forfeited, all RSUs then held such forfeited Shares will automatically, and without any action by the Grantee (whether vested or unvested) shall immediately parties hereto, be forfeitedcancelled on the records of the Company and any stock certificates issued representing such forfeited Shares will thereupon automatically be null and void.