Common use of Vesting Clause in Contracts

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs 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 (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon 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 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 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by you.

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) The RSUs have been credited to a bookkeeping account (“Account”) on your behalf Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder as of the grant date specified in of the Grant Notice (the “Grant Date”). Your Account will reflect the number Executive's Termination of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfundedService, unsecured right to receive Common Stock, subject if such Termination of Service occurs on or after that date which is 90 days prior 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 date of the following (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon a Change in Control if (i) the Change in Control occurs while you are employed by reason of the Executive's death, Total Disability or retirement in accordance with Company policies concerning executive retirement as in effect on September 1, 2000; or (b) The Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder as of the date of the Termination of Service, if the Executive is Terminated Without Cause or one of its subsidiaries, and (ii) the RSUs are not assumed by the surviving entity Executive Resigns for Good Reason at any time on or otherwise equitably converted or substituted in connection with after that date which is 90 days prior to the Change in Control; or d. as to (c) The Executive shall become fully vested in all of the RSUs, shares of Restricted Stock awarded hereunder upon your termination the occurrence of employment without Cause or your resignation for Good Reason, in each within twenty-four (24) months following a Change in Control if and the obligations of IMCO under this Agreement with respect to the Award are not fully assumed or replaced by equivalent substitute award(s), as more fully described in paragraph 7 below; or (id) If in connection with a Change of Control the obligations of IMCO under this Agreement with respect to the Award are assumed or equivalent substitute award(s) are granted in lieu thereof, but a subsequent Change in Control occurs while you are employed by before the Company or one expiration of its subsidiaries and (ii) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Restriction Period, then effective upon such subsequent Change in Control. If your employment terminates for any reason other than , the Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder, as more fully described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by you.paragraph 7 below. EXHIBIT A

Vesting. The RSUs have been credited Option vests and becomes exercisable as to a bookkeeping account [(“Account”) on your behalf as for employees at or above the level of Vice President:) 1/48 of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs 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 Shares on the earliest to occur last day of the month following the month that includes the date hereof and on the last day of each of the following 47 months] [(eachfor all other employees, a “Date of Vesting’”): a. as to all consultants, advisors and other service providers) 25% of the RSUs, Shares on each of the Date first four anniversaries of Vesting specified in the Grant Notice, date hereof] provided that you are then still the Optionee continues to be employed by the Company or one a Subsidiary (as defined in the Plan) on the applicable vesting date; and provided further that if a Change of Control of the Company becomes effective while the Optionee continues to be employed by the Company, the Option shall, upon termination of the Optionee’s employment with the Company becoming effective not later than 180 days after the date on which the Change of Control of the Company becomes effective, by reason of— • termination by the Company without Cause, or • termination by the Optionee as a consequence of either of the following actions taken by the Company without the Optionee’s consent: • reduction in the Optionee’s title, compensation, duties and/or responsibilities or • relocation of the place of Optionee’s employment to a location more than 30 miles distant from its subsidiaries;location at the time the Change of Control of the Company occurred, vest and become exercisable to the extent of one-half the number of shares (rounded up to the next whole share) covered thereby. A “Change of Control of the Company” shall occur or be deemed to have occurred only if any of the following events takes place: b. (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as the ownership of stock of the Company) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities; or (ii) individuals who, as of June 1, 2004, constitute the Board of Directors of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the effective date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company, as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act) shall be, for purposes of the Plan, considered as though such person were a member of the Incumbent Board; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (I) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 60% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (II) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person or group of persons acting in concert acquires more than 50% of the combined voting power of the Company’s then outstanding securities; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon 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 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 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youCompany’s assets.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) ultimately earned by the Employee will vest on your behalf as the first trading day in April of the third year after the grant date specified in the Grant Notice (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs awarded 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 you as set forth in be determined on the Grant Noticebasis of the Company’s achievement of the performance criteria. Each RSU represents an unfundedNotwithstanding the foregoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee's employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if of the Company occurs; or (ie) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs while you are employed 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 or one achieved “target” performance on each of its subsidiaries and (ii) the performance measures, resulting in the payment of 100% of the target award amount of this grant. All RSUs are assumed by will be forfeited upon termination of the surviving entity or otherwise equitably converted or substituted in connection Employee's employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 10 Years of Service.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) ultimately earned by the Employee will vest on your behalf as of the grant date specified in the Grant Notice [Vest Date] (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs awarded 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 you as set forth in be determined on the Grant Noticebasis of the Company’s achievement of the performance criteria. Each RSU represents an unfundedNotwithstanding the foregoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if of the Company occurs; or (ie) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs while you are employed pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then-completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company or one achieved “target” performance on each of its subsidiaries and (ii) the performance measures for such year(s), resulting in the payment of 100% of the one-third of the total target RSU award amount of this grant relating to such year(s). All RSUs are assumed by will be forfeited upon termination of the surviving entity or otherwise equitably converted or substituted in connection Employee’s employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 10 Years of Service.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”a) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfunded, unsecured right to receive Common Stock, subject Subject to the terms and conditions stated in of this Agreement, the Plan and this Grant Agreement. Your RSUs will Restricted Stock Units awarded hereunder to Employee shall vest and become nonthe right to receive Shares in the event the Company’s 2009 Earnings Before Income Taxes, Depreciation and Amortization is greater than $17,140,768.00 as reflected in the audited financial statements for the Company’s 2009 fiscal year. (b) Employee shall vest in the Shares at a rate of 8.33% every 90 days over a 36-forfeitable on month period (the earliest “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 occur return a pro-rata portion of the following 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, Employee shall become owner of the Shares free of all restrictions otherwise imposed by this Agreement, prior to the end of the Divestiture Period, as follows: (each, a “i) Employee shall become fully vested in the Shares as of Employee’s Date of Vesting’”): a. as Termination prior to all of the RSUsdate the Shares would otherwise become fully vested, on the if Employee’s Date 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 all of the RSUs, upon the termination of your employment Termination occurs by reason of death, Disability Employee’s death or a Qualifying Retirement;disability. c. as to all of the RSUs, upon 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) Employee shall become fully vested in the 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 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs Shares as of the date of such terminationa “Change in Control,” if the “Change in Control” occurs prior to the end of the Divestiture Period, and Employee’s Date of Termination does not occur before the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by you“Change of Control” date.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) on your behalf If the Participant’s Date of Termination has not occurred as of the grant date vesting dates specified in the Grant Notice below (the “Grant DateVesting Dates”). Your Account will reflect , then, the number of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfunded, unsecured right to receive Common StockParticipant shall be entitled, subject to the terms and conditions stated in applicable provisions of the Plan and this Grant Agreement having been satisfied, to receive on or within a reasonable time after the applicable Vesting Dates, on accumulative basis, the number of shares of Stock as described in the following schedule. Once vested pursuant to the terms of this Agreement, the Restricted Stock shall be deemed “Vested Stock”. Your RSUs will vest and become non-forfeitable on Vesting Dates Shares Vesting The Participant shall forfeit the earliest to occur unvested portion of the following Award (each, a including the underlying Restricted Stock and “Accrued Dividends,” as such term is hereinafter defined) upon the occurrence of the Participant’s Date of Vesting’”):Termination unless the Award becomes vested under the circumstances described in paragraphs (i), (ii) or (iii) below. a. (i) The Award shall become fully vested upon the occurrence of a Change of Control Event which occurs prior to the Participant’s Date of Termination. (ii) The Award shall become fully vested upon the Participant’s Date of Termination if the Participant’s Date of Termination occurs by reason of the Participant’s death. In the sole discretion of the Committee, the Award may become vested upon the Participant’s Date of Termination with respect to all or a portion of the shares as to all of which the RSUsAward was not vested immediately prior to such termination, on if the Date 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 all of the RSUs, upon the termination of your employment Termination occurs by reason of death, the Participant’s Disability or a Qualifying Retirement;occurs under other special circumstances (as determined by the Committee). c. as to all (iii) The Award shall become fully vested upon the Participant’s Date of Termination if the Participant’s Date of Termination occurs by reason of the RSUs, upon 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 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 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youParticipant’s Mandatory Retirement.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) will vest on your behalf as of the grant date specified in the Grant Notice [Vest Date] (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs awarded to you as set forth 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). Notwithstanding the Grant Notice. Each RSU represents an unfundedforegoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if of the Company occurs; or (ie) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs while you are employed pursuant to a notice of termination of employment delivered to the Company by the Company or one Employee. All RSUs will be forfeited upon termination of its subsidiaries and (ii) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection Employee’s employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 5 Years of Service.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) will vest on your behalf as of the grant date specified in the Grant Notice [Vest Date] (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs awarded to you as set forth 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). Notwithstanding the Grant Notice. Each RSU represents an unfundedforegoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee’s employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if (i) the Change in Control occurs while you are employed by of the Company or one occurs. All RSUs will be forfeited upon termination of its subsidiaries and (ii) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection Employee’s employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 10 Years of Service.

Vesting. (a) The RSUs have been credited to a bookkeeping account (“Account”) on your behalf as shares of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfunded, unsecured right to receive Common Stock, Stock subject to the terms and conditions stated Option shall vest in the Plan and this Grant Agreement. Your RSUs will vest and become non-forfeitable equal annual installments on the earliest to occur each of the following first three (3) anniversaries of the Date of Grant (each, a “Date Vesting Date”); provided that the Executive remains in continuous employment with the Company or an Affiliate thereof through, and has not given or received a notice of Vesting’”):termination of such employment as of, the applicable Vesting Date. a. (b) Except as set forth in Section 2(c) below, if the Executive’s employment is terminated for any reason prior to the final Vesting Date, (i) this Award Agreement shall terminate and all rights of the RSUsExecutive with respect to Options that have not vested shall immediately terminate, on (ii) any such unvested Options shall be forfeited without payment of any consideration, and (iii) neither the Executive nor any of the Executive’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested Options. (c) If the Executive’s employment is terminated prior to the final Vesting Date of Vesting specified in the Grant Notice, provided that you are then still employed either (i) by the Company without Cause, (ii) by the Executive for Good Reason (as defined below) or one of its subsidiaries; b. (iii) as to all a result of the RSUsExecutive’s death or Disability (each, upon a “Qualifying Termination”), the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all portion of the RSUsOption that would have vested on the next Vesting Date had the Executive remained in employment with the Company shall immediately vest. For purposes of this Award Agreement, upon a Change “Good Reason” means, in Control if each case without the Executive’s consent, as follows: (i) any reduction in the Change Executive’s base salary or annual bonus target amount; (ii) a material diminution in Control occurs while you are employed the Executive’s title, status, duties, responsibilities or authority; or (iii) a material breach by the Company or one of its subsidiariesthe Executive’s individual offer letter with Company; provided, that, in no event shall any such action constitute Good Reason unless (x) the Executive provides written notice to the Company of such action within thirty (30) days after it occurs, (y) the Company fails to materially cure such action within fifteen (15) business days after the Executive provides such notice, and (iiz) the RSUs are not assumed by Executive terminates employment within ten (10) business days after the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control; or d. as to all of 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date end of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youcure period.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”A) on your behalf as On the last day of the grant date specified in Measurement Period, the Grant Notice (PRSU Shares stated on the “Grant Date”). Your Account will reflect Acceptance Page shall be adjusted pursuant to the number of RSUs awarded to you Specific Performance Goals as set forth on Exhibit A attached hereto, and after the adjustment, become the total number of the Vested Shares that will be used to settle the PRSUs under section 1(d); provided, however, that (x) if the Recipient’s employment or engagement with the Company or any Subsidiary is terminated before the Vesting Start Date for any reason, (y) if the Recipient retires, dies or becomes Disabled before the Vesting Start Date, or (z) if a Sale Event4 takes place prior to the Vesting Start Date and the surviving or acquiring entity or the new entity resulting from the Sale Event refuses to assume or continue the PRSUs or to substitute a similar equity award, the PRSUs shall be forfeited in their entirety and no distribution or payment of any amount under such PRSUs shall ever be made to the Grant NoticeRecipient. Each RSU represents an unfundedFor clarity, unsecured right any PRSUs, assumed, continued or substituted following the Sale Event (that takes place prior to receive Common Stock, the Vesting Start Date) will be subject to section 2(B) below. (B) Subject to the terms and conditions stated in of this Agreement and the Plan and this Grant Agreementunless otherwise forfeited pursuant to section 3, following the Measurement Period, the PRSUs shall vest (that is, the Restricted Date”). Your RSUs will vest The Committee’s determination shall be final and become non-forfeitable binding on the earliest Recipient. If the Recipient was determined by the Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., from February 1st to occur of the following (eachJanuary 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Date Specified Employee” shall mean: • the Recipient owns 5% or more of Vesting’”): a. as to all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the RSUs, Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the Date of Vesting specified indexed dollar limit then in the Grant Notice, provided that you are then still employed by the Company or one of its subsidiaries; b. as effect pursuant to all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon a Change in Control if Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $175,000 for 2018). 4 A “Sale Event” shall mean (i) the Change in Control occurs while you are employed by 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 of its subsidiariesor more unrelated persons or entities, and (ii) the RSUs are not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the a Change in Control; or d. as , or (iii) the sale or other transfer of outstanding Common Stock to all one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the outstanding Common Stock are converted into or exchanged for securities of the RSUssuccessor entity) where the stockholders of the Company, upon your termination 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 employment without Cause the voting shares of the acquirer or your resignation for Good Reasonsurviving entity (or its ultimate parent corporation, in each within twentyif any). For the purpose of sub-four section (24iii) months following a Change in Control of this definition, only voting shares of the acquirer or surviving entity (or its ultimate parent, if (iany) the Change in Control occurs while you are employed received by stockholders of the Company in exchange for Common Stock shall be counted, and any voting shares of the acquirer or one of its subsidiaries and (ii) the RSUs are assumed by the surviving entity (or otherwise equitably converted or substituted in connection with its ultimate parent, if any) already owned by stockholders of the Change in Control. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and Company prior to the unvested RSUs as of the date of such termination, and the unvested RSUs will transaction shall be reconveyed to the Company without further consideration or any act or action by youdisregarded.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) will vest on your behalf as the first trading day in April of the third year after the grant date specified in the Grant Notice (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs awarded to you as set forth 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). Notwithstanding the Grant Notice. Each RSU represents an unfundedforegoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee's employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if (i) the Change in Control occurs while you are employed by of the Company or one occurs. All RSUs will be forfeited upon termination of its subsidiaries and (ii) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection Employee's employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 10 Years of Service.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) on your behalf Option and the Incentive Shares shall vest in accordance with the following schedule, if as of each such date Executive is, and has been, continuously since the grant date specified in hereof Employed by the Grant Notice (Company: Cumulative Percentage of Option and Incentive Date Shares Vested ---- ----------------------- December 31, 2002...................... 33.3% December 31, 2003...................... 66.7% December 31, 2004...................... 100.0% If Executive ceases to be Employed by the “Grant Date”). Your Account will reflect Company on any date other than a date set forth on the schedule above prior to December 31, 2004, the cumulative percentage of the Option and of the Incentive Shares to become vested shall be determined on a pro rata basis according to the number of RSUs awarded to you as days elapsed since the prior date 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 schedule above (or, if prior to occur December 31, 2002, since the date hereof) and any portion of the following (each, a “Date of Vesting’”): a. as Option and Incentive Shares that was not vested on such date on which Executive ceased to all of the RSUs, on the Date of Vesting specified in the Grant Notice, provided that you are then still employed be Employed by the Company or one of its subsidiaries;shall be deemed unvested (except as provided in subparagraphs (i) and (ii) below). Notwithstanding the foregoing: b. as to all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon a Change in Control if (i) the Change in Control occurs while you are employed unvested portion of the Option and the Incentive shares shall become fully vested upon the consummation of a Sale of the Company if as of such date, Executive is, and since the date hereof has been, continuously Employed by the Company or one through the date of its subsidiaries, and the consummation of such Sale of the Company, (ii) if Publishing terminates Executive's Company Employment without Cause on a date following execution of the RSUs are not assumed definitive agreement providing for a Sale of the Company, Executive has since the date hereof and until such Termination been continuously Employed by the surviving entity or otherwise equitably converted or substituted in connection Company, and a Sale of the Company is consummated within 9 months following such Termination and on substantially the terms and with the Change purchaser(s) set forth in Control; or d. such agreement as in effect prior to all such Termination, then the unvested portion of the RSUsOption and the Incentive Shares shall become fully vested upon the consummation of such Sale of the Company; and (iii) if Publishing terminates Executive's Company Employment without Cause, upon your termination Executive ceases to be Employed by the Company on account of employment without Cause or your his 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 or Executive ceases to be 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as a result of the date death or Incapacity of Executive, the portion of the Option or Incentive Shares which would have vested solely on account of the passage of time (and not any vesting which would have occurred upon the happening of any other event) during the 12 month period following such termination, Termination on the pro rata basis described above shall become immediately vested (with any remaining unvested portion of the Option expiring and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youbeing forfeited).

Vesting. The RSUs have been credited granted pursuant to a bookkeeping account this Agreement shall vest on the applicable date below (“Account”) on your behalf as of the grant date specified "Vesting Date"): A. Executive shall become fully vested in the RSUs granted pursuant to this Agreement thirty-six (36) months after the Grant Notice Date (i.e., on [XXXX]), provided that Executive has remained continuously employed on a full-time basis by CACI for the “Grant Date”)entire thirty-six (36) month period. Your Account will reflect the number of RSUs awarded to you as set forth Executive shall also become fully vested in the Grant Notice. Each RSU represents an unfunded, unsecured right RSUs granted pursuant to receive Common Stock, subject to the terms and conditions stated this Agreement in the Plan and this Grant Agreement. Your RSUs will vest and become non-forfeitable on the earliest to occur event any of the following occur on or before [XXXX]: (each, a “Date 1) In the event of Vesting’”): a. as to all of the RSUs, on the Date 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 all of the RSUs, upon the termination of your Executive’s full-time employment by reason with CACI as a result of death, Executive’s Disability or death prior to [XXXX], all RSUs granted pursuant to this Agreement shall become 100 percent vested upon Executive’s death or Disability. (2) In the event of a Qualifying Retirement; c. Good Reason Termination or Involuntary Termination Without Cause (each as defined below) prior to all of the RSUs[XXXX], upon and within twenty-four (24) months following a Change in Control if Control, the RSUs granted pursuant to this Agreement shall become 100 percent vested on the date of such Good Reason Termination or Involuntary Termination Without Cause. (i3) In the Change event of Executive’s voluntary Retirement (as defined below), the RSUs granted pursuant to this Agreement shall become 100 percent vested on the date of Executive’s Retirement. B. Except as provided in Control occurs while you are Article III. A. 1, 2 or 3 above or otherwise determined by the Committee, in order to become vested in RSUs under the terms of this Agreement, the Executive must have been in the continuous full-time employ of CACI (or an Affiliate of CACI) from the Grant Date through the close of business on the Vesting Date. The Executive shall not be deemed to be employed by CACI (or an Affiliate of CACI) if the Company Executive's employment has been terminated, even if the Executive is receiving severance in the form of salary continuation through the regular payroll system. If Executive terminates employment with CACI (or one an Affiliate of its subsidiaries, and (iiCACI) the RSUs are not assumed by the surviving entity for any reason other than a Good Reason Termination or otherwise equitably converted or substituted in connection with the Change in Control; or d. as to all of the RSUs, upon your termination of employment without Involuntary Termination Without Cause or your resignation for Good Reason, in each within twenty-four (24) months following a Change in Control if or by Retirement, Disability or death, or converts from full-time to part-time status (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. If your employment terminates for any reason other than as described in (b) or (d) aboveafter becoming eligible for Retirement), you will Executive shall forfeit all right, title and interest in and to the unvested any RSUs granted under this Agreement that are not vested as of the date such date. C. The following definitions shall apply for purposes of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by you.this Agreement:

Vesting. The RSUs Subject to the terms of the Plan, the Optionee may elect to purchase before the expiry of the Options as provided for in Section 2.2 above: (1) upto 1/3 of the Common Shares subject to the Options granted under this Agreement (which have not been credited to a bookkeeping account (“Account”previously purchased) on your behalf as or after the first anniversary date of this Agreement; (2) upto 2/3 of the grant Common Shares subject to the Options granted under this Agreement (which have not been previously purchased) on or after the second anniversary date specified in of this Agreement; and (3) upto all of the Grant Notice Common Shares subject to the Options granted under this Agreement (which have not been previously purchased) on or after the third anniversary date of this Agreement; provided that: (4) if the Optionee ceases to be an "Eligible Person" due to termination by the Company without cause (not including voluntary termination by the Optionee), all Common Shares subject to Options granted under this Agreement which are not yet available for purchase as provided for above (the “Grant DateUnvested Options”). Your Account ) will reflect immediately on the number effective date of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfunded, unsecured right to receive Common Stock, such termination become available for purchase (subject to the terms and conditions stated expiry provisions as set out in Section 2.2 above); (5) if the Plan and this Grant Agreement. Your RSUs Optionee ceases to be an "Eligible Person" due to voluntary termination by the Optionee (other than Retirement), all Unvested Options will vest and become non-forfeitable immediately be cancelled on the earliest to occur of the following (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon 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 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 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the effective date of such termination; (6) if the Optionee ceases to be an "Eligible Person" due to termination by the Company of the Optionee with cause, and all Unvested Options will immediately be cancelled on the unvested RSUs date when the Company notifies the Optionee of such termination; (7) if the Optionee ceases to be an "Eligible Person" due to Retirement, all Unvested Options on the date of Retirement will be reconveyed continue to vest after Retirement according to the schedule provided for in this Sections 2.8(1), (2) and (3); and (8) if the Optionee dies before ceasing to be an “Eligible Person” or before the expiry of the period for exercise as provided for in subsections 2.2(2) and 2.2(4) above, all Unvested Options will vest immediately on the date of death. Notwithstanding the above, the Compensation Committee may at its discretion shorten the period of time in which any Unvested Options may become exercisable, provided that the Compensation Committee determines that such shortening of the period of time be appropriate and in the best interest of the Company without further consideration in the circumstances and it is agreed and acknowledged that there is no obligation on the Compensation Committee to exercise such discretion nor shall the Compensation Committee be required to provide reasons for exercise or any act or action by younon-exercise of such discretion.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) ultimately earned by the Employee will vest on your behalf as of the grant date specified in the Grant Notice [Vest Date] (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs awarded 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 you as set forth in be determined on the Grant Noticebasis of the Company’s achievement of the performance criteria. Each RSU represents an unfundedNotwithstanding the foregoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if of the Company occurs; or (ie) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs while you are employed 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 or one achieved “target” performance on each of its subsidiaries and (ii) the performance measures, resulting in the payment of 100% of the target award amount of this grant. All RSUs are assumed by will be forfeited upon termination of the surviving entity or otherwise equitably converted or substituted in connection Employee’s employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 5 Years of Service.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) ultimately earned by the Employee will vest on your behalf as the first trading day in April of the third year after the grant date specified in the Grant Notice (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs awarded 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 you as set forth in be determined on the Grant Noticebasis of the Company’s achievement of the performance criteria. Each RSU represents an unfundedNotwithstanding the foregoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee's employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if of the Company occurs; or (ie) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs while you are employed 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 or one achieved “target” performance on each of its subsidiaries and (ii) the performance measures, resulting in the payment of 100% of the target award amount of this grant. All RSUs are assumed by will be forfeited upon termination of the surviving entity or otherwise equitably converted or substituted in connection Employee's employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 5 Years of Service.

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) The RSUs have been credited to a bookkeeping account (“Account”) on your behalf Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder as of the grant date specified in of the Grant Notice (the “Grant Date”). Your Account will reflect the number Executive's Termination of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfundedService, unsecured right to receive Common Stock, subject if such Termination of Service occurs on or after that date which is 90 days prior 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 date of the following (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon a Change in Control if (i) the Change in Control occurs while you are employed by reason of the Executive's death, Total Disability or retirement in accordance with Company policies concerning executive retirement as in effect on September 1, 2000; or (b) The Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder as of the date of the Termination of Service, if the Executive is Terminated Without Cause or one of its subsidiaries, and (ii) the RSUs are not assumed by the surviving entity Executive Resigns for Good Reason at any time on or otherwise equitably converted or substituted in connection with after that date which is 90 days prior to the Change in Control; or d. as to (c) The Executive shall become fully vested in all of the RSUs, shares of Restricted Stock awarded hereunder upon your termination the occurrence of employment without Cause or your resignation for Good Reason, in each within twenty-four (24) months following a Change in Control if and the obligations of IMCO under this Agreement with respect to the Award are not fully assumed or replaced by equivalent substitute award(s), as more fully described in paragraph 7 below; or (id) If in connection with a Change of Control the obligations of IMCO under this Agreement with respect to the Award are assumed or equivalent substitute award(s) are granted in lieu thereof, but a subsequent Change in Control occurs while you are employed by before the Company or one expiration of its subsidiaries and (ii) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Restriction Period, then effective upon such subsequent Change in Control. If your employment terminates for any reason other than , the Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder, as more fully described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youparagraph 7 below.

Vesting. The RSUs 30% of the total number of Shares shall be released from the Repurchase Option on the date of this Agreement; thereafter, beginning on the date one month following the date of this Agreement, and so long as the Stockholders continuous status as a Service Provider has not yet terminated in each such instance, an additional 1/48th of the total number of remaining Shares shall be released from the Repurchase Option on the corresponding day of each month thereafter (or if there is no corresponding day in any such month, on the last day of such month), until all Shares have been credited to released on the fourth anniversary of this Agreement. H. Acceleration upon Termination without “Cause”. If the Purchaser’s continuous status as a bookkeeping account Service Provider is terminated by the Company without Cause (as defined below) or by the Purchaser for “Account”Good Reason” (as defined below) on your behalf as at any time within four years from the date of this Agreement, 100% of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the total number of RSUs awarded to you as set forth in Shares that have not been released from the Grant NoticeRepurchase Option shall be immediately released from the Repurchase Option. I. Acceleration upon Termination after a Change of Control. Each RSU represents an unfunded, unsecured right to receive Common Stock, subject In addition to the terms and conditions stated in foregoing, if the Plan and this Grant Agreement. Your RSUs will vest and become non-forfeitable on Purchaser’s continuous status as a Service Provider is terminated by the earliest to occur Company for any reason, or by the Purchase for Good Reason (as defined below), within twelve (12) months after a Change of Control (as defined below), 100% of the following (eachtotal number of Shares that have not been released from the Repurchase Option shall be immediately released from the Repurchase Option. J. “Change of Control” Definition. For purposes of this Agreement, a “Date Change of Vesting’”): a. as to Control” means either: (3) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately before such transaction or series of transactions retain, immediately after such transaction or series of transactions, either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving or resulting entity, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity (or if the Company or such other surviving or resulting entity is a wholly-owned subsidiary immediately following such acquisition, its parent); or (4) a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the RSUs, on the Date assets of Vesting specified in the Grant Notice, provided that you are then still employed by the Company and its subsidiaries taken as a whole by means of any transaction or one series of its subsidiaries; b. as related transactions, except where such sale, lease or other disposition is to all a wholly-owned subsidiary of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon 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 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 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 ControlCompany. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by you▇.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) ultimately earned by the Employee will vest on your behalf as of the grant date specified in the Grant Notice [Vest Date] (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs awarded 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 you as set forth in be determined on the Grant Noticebasis of the Company’s achievement of the performance criteria. Each RSU represents an unfundedNotwithstanding the foregoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if of the Company occurs; or (ie) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs while you are employed pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then-completed year in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company or one achieved “target” performance on each of its subsidiaries and (ii) the performance measures for such year(s), resulting in the payment of 100% of the one-half of the total target RSU award amount of this grant relating to such year(s). All RSUs are assumed by will be forfeited upon termination of the surviving entity or otherwise equitably converted or substituted in connection Employee’s employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 5 Years of Service.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) will vest on your behalf as of the grant date specified in the Grant Notice [Vest Date] (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs awarded to you as set forth 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). Notwithstanding the Grant Notice. Each RSU represents an unfundedforegoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee’s employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if (i) the Change in Control occurs while you are employed by of the Company or one occurs. All RSUs will be forfeited upon termination of its subsidiaries and (ii) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection Employee’s employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 5 Years of Service.

Vesting. The RSUs have been credited Subject to the Participant’s not having a bookkeeping account (“Account”) on your behalf Termination of Relationship and except as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs awarded to you as otherwise set forth in Section 7 hereof, 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 Options shall become non-forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable pursuant to this Section 3, the “Vested Options”) as follows: (a) in such percentages as on such dates as set forth on the earliest to occur Certificate of Grant of this Award under “Vesting Schedule”; or (b) in the event of a Termination of Relationship as a result of the following Participant’s death, Disability, or a Retirement with Notice (as defined below) (each, a “Special Termination”), the installment of Options scheduled to vest on the next Vesting Date immediately following such Special Termination shall immediately become Vested Options, and the remaining Options which are not then Vested Options shall be forfeited; (c) in the event of Vesting’”): a. as to all (i) the occurrence of a Change of Control and (ii) thereafter, a Termination of Relationship of the RSUs, on the Date of Vesting specified in the Grant Notice, provided that you are then still employed Participant by the Company or one any of its subsidiaries; b. as to all of the RSUs, upon the termination of your employment by reason of death, Disability Affiliates (or a Qualifying Retirement; c. as to all of the RSUs, upon a Change successors in Control if (iinterest) the Change in Control occurs while you are employed by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without Cause or your resignation by the Participant for Good Reason, in each within twenty-four (24) months following a Change in Control if (i) Reason that occurs prior to the second anniversary of the Change in Control occurs while you are employed by the Company or one of its subsidiaries and (iiControl, then each outstanding Option which has not theretofore become a Vested Option pursuant to Section 4(a) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of shall become a Vested Option on the date of such terminationTermination of Relationship; or (d) except as otherwise provided above with respect to a Special Termination, and upon a Termination of Relationship for any reason, the unvested RSUs will portion of the Option (i.e. , that portion which does not constitute Vested Options) shall terminate and cease to be reconveyed outstanding on the date the Termination of Relationship occurs and shall no longer be eligible to the Company without further consideration or any act or action by youbecome Vested Options.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) ultimately earned by the Employee will vest on your behalf as of the grant date specified in the Grant Notice [Vest Date] (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs awarded 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 you as set forth in be determined on the Grant Noticebasis of the Company’s achievement of the performance criteria. Each RSU represents an unfundedNotwithstanding the foregoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee’s employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if (i) the Change in Control occurs while you are employed by of the Company or one occurs. For purposes of its subsidiaries and (ii) 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 are assumed by will be forfeited upon termination of the surviving entity or otherwise equitably converted or substituted in connection Employee’s employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 5 Years of Service.

Vesting. 4.1 The RSUs have been credited restrictions on the Restricted Stock granted pursuant to a bookkeeping account (“Account”) on your behalf this Agreement will expire, and the Restricted Stock will become transferable, and nonforfeitable as to one-third of the grant date specified Restricted Stock on each of the first three anniversaries of the Grant Date, such that 100% of the shares of Restricted Stock shall be vested on the third anniversary of the Grant Date; provided, however, that, except as otherwise provided in Section 4.2 of this Agreement, the Restricted Stock will vest on such dates only if the Participant remains in the employ of or a service provider to the Company or its subsidiaries continuously from the Grant Notice Date through the applicable vesting date. 4.2 Notwithstanding Section 4.1 of this Agreement, provided that (i) the “Grant Date”). Your Account will reflect the number of RSUs awarded to you as set forth Participant remains in the employ of or as a service provider to the Company or its subsidiaries continuously from the Grant Notice. Each RSU represents an unfundedDate until immediately prior to the occurrence of any of the events listed below and (ii) the Participant holds Restricted Stock granted pursuant to this Agreement at such time, unsecured right then: 4.2.1 in connection with a Change of Control, the Restricted Stock granted hereunder may be assumed or substituted pursuant to receive Common StockSection 8(f)(v)(x) of the Plan for a Replacement Award (as defined below), in which case the Restricted Stock will continue to vest in accordance with Section 4.1 of this Agreement, subject to the terms and conditions stated in the Plan and of this Grant Agreement. Your RSUs will vest and become non-forfeitable on the earliest to occur of the following (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date of Vesting specified in the Grant Notice, Section 4.2; provided that you are then still employed by if a Replacement Award is issued hereby and following such Change of Control, the Company or one of its subsidiariesequity securities underlying the Replacement Award cease to be publicly traded on an established securities market, all such Replacement Awards shall vest in full immediately prior to such equity securities ceasing to be publicly traded on an established securities market; b. as to all of 4.2.2 if the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon 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 Restricted Stock granted hereunder is not assumed by the surviving entity or otherwise equitably converted or substituted in connection with a Change of Control for a Replacement Award, all shares of Restricted Stock shall automatically vest in full upon a Change of Control; 4.2.3 all shares of Restricted Stock shall automatically vest in full if the Participant’s employment or service is terminated by the Company without Cause, by the Participant for Good Reason or upon a Company Notice of Non-Renewal (each as defined in the Employment Agreement) and such Date of Termination occurs either (x) within 90 days prior to the date a definitive agreement is executed which results in a Change of Control within 180 days after the date such definitive agreement is executed or (y) on or within 180 days after the date a definitive agreement is executed which results in Control; ora Change of Control within 180 days after the date such definitive agreement is executed; d. as 4.2.4 all shares of Restricted Stock (other than the Replacement Awards) that are scheduled to all vest pursuant to the vesting schedule set forth in Section 4.1 of this Agreement during the 18-month period following the Participant’s Date of Termination shall automatically vest in full upon a termination of the RSUsParticipant’s employment by the Company without Cause, upon your termination of employment without Cause or your resignation by the Participant for Good ReasonReason or upon a Company Notice of Non-Renewal, in each within twenty-four (24) months following case, that occurs prior to a Change of Control, and all remaining shares of Restricted Stock shall remain outstanding and eligible to vest pursuant to Section 4.2.3 of this Agreement, but shall be immediately forfeited when, under the terms of Section 4.2.3 of this Agreement, vesting can no longer occur; 4.2.5 a pro-rata portion of the Restricted Stock or the Replacement Awards, as applicable, shall automatically vest upon the Participant’s Date of Termination by reason of death or Disability (as defined in Control the Employment Agreement) with such pro-rata portion calculated by multiplying the number of shares of Restricted Stock or Replacement Awards scheduled to vest on the anniversary of the Grant Date immediately succeeding such Dare of Termination by a fraction, the numerator of which is the number of days that have elapsed from the last anniversary of the Grant Date (or if (isuch Date of Termination occurs prior to the first anniversary of the Grant Date, then the number of days that have elapsed from the Grant Date) through the Change Participant’s Date of Termination and the denominator of which shall be 365; and/or 4.2.6 all shares of Replacement Awards shall automatically vest in Control occurs while you are employed full upon a termination of the Participant’s employment or service by the Company or one of its subsidiaries and (ii) the RSUs are assumed without Cause, by the surviving entity Participant for Good Reason or otherwise equitably converted or substituted in connection with the Change in Controlupon a Company Notice of Non-Renewal. If your employment terminates for The occurrence of any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, events listed in this Section 4.2 shall be determined by the Committee in its sole and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youabsolute discretion.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”a) on your behalf as For Members of the grant date specified Group A Plan, notwithstanding that a Member has not reached their normal retirement date, any Member in service who has completed at least ten (10) years of creditable service and who has not received a refund of their contributions, with interest, under Article IV, section (4), shall be eligible for a vested retirement pension which shall be payable in the Grant Notice event such Member is permanently laid off by the Authority or their employment terminates for reasons which are beyond their control (specifically excluding voluntary quit or discharge for cause) before such Member becomes eligible for an early or normal retirement allowance under the “Grant Date”)Retirement Plan. Your Account will reflect Such vested retirement pension shall be based on the number total creditable service of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfunded, unsecured right to receive Common Stock, subject Member up to the terms time their employment terminates and conditions stated in their then computed “average final Compensation” and shall be paid to such Member beginning with the Plan and this Grant Agreement. Your RSUs will vest and become non-forfeitable on the earliest to occur first day of the month coincident with or next following the sixty-fifth anniversary of their date of birth in amount as follows: 50 percent of Normal Retirement Allowance if such Member has completed 10 years of Creditable Service up to the time their employment terminates plus 5 percent of Normal Retirement Allowance for each additional year of creditable service up to 20 years total service. (each, a “Date of Vesting’”): a. as to all b) A Member of the RSUsGroup B Plan shall have a fully vested deferred retirement allowance (calculated in accordance with this subsection (b)), on and be deemed a Vested Member, if the Date of Vesting specified in the Grant Notice, provided that you following conditions are then still employed by the Company or one of its subsidiaries; b. as to all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon a Change in Control if satisfied: (i) the Change in Control occurs while you are employed by the Company Member has accrued 10 or one more years of its subsidiaries, and creditable service; (ii) the RSUs are not assumed by the surviving entity or otherwise equitably converted or substituted in connection Member’s service with the Change in Control; or d. as to all of 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. If your employment terminates Authority was terminated for any reason other than prior to such Member becoming eligible for a retirement allowance set out in accordance with Article IV, section (2); and (iii) the Member has not withdrawn their contributions from the Fund. Such Vested Member’s retirement allowance shall equal 2.46% of the average Compensation of the three (3) years in which the Vested Member had maximum Compensation multiplied by such Vested Member’s number of years of creditable service, provided, however, that such allowance shall not exceed 80% of such average Compensation. Except as described otherwise provided in the following sentence, the Vested Member’s retirement allowance shall begin the month following the Member attaining 65 years of age. A Vested Member eligible for a retirement allowance under this subsection (b) may elect to receive their retirement allowance prior to attaining age 65, in which case that allowance shall be reduced for their entire retirement by 6% per year, or (d) aboveone-half percent for each month, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youretirement before age 65.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) on your behalf Once granted, each Option shall vest in accordance with the following schedule, if as of each such date Executive is, and has been, continuously since the grant Effective Date Employed by the Company: First anniversary of Effective Date Second anniversary of Effective Date Third anniversary of Effective Date Fourth anniversary of Effective Date Fifth anniversary of Effective Date 20% 40% 60% 80% 100% If Executive ceases to be Employed by the Company on any date specified in other than any anniversary date prior to the Grant Notice (fifth anniversary of the “Grant Effective Date”). Your Account will reflect , the cumulative percentage of each Option to become vested shall be determined on a pro rata basis according to the number of RSUs awarded to you as set forth in days elapsed since the Grant Notice. Each RSU represents an unfundedprior anniversary date (or, unsecured right to receive Common Stock, subject if prior to the terms first anniversary date, since the Effective Date) and conditions stated in the Plan and this Grant Agreement. Your RSUs will vest and become non-forfeitable any portion of such Option that was not vested on the earliest such date on which Executive ceased to occur of the following (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date of Vesting specified in the Grant Notice, provided that you are then still employed be Employed by the Company or one of its subsidiaries;shall be deemed unvested (except as provided in subparagraphs (i) and (ii) below). Notwithstanding the foregoing: b. as to all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon a Change in Control if (i) the Change in Control occurs while you are employed unvested portion of each Option shall become fully vested upon the consummation of a Sale of the Company if as of such date, Executive is, and since the Effective Date has been, continuously Employed by the Company or one through the date of its subsidiaries, and the consummation of such Sale of the Company; (ii) if Publishing terminates Executive’s Company Employment without Cause on a date following execution of the RSUs are not assumed definitive agreement providing for a Sale of the Company, Executive has since the Effective Date and until such Termination been continuously Employed by the surviving entity or otherwise equitably converted or substituted Company, and a Sale of the Company is consummated within 9 months following such Termination and on substantially the terms and with the purchaser(s) set forth in such agreement as in effect prior to such Termination, then the unvested portion of each Option shall become fully vested upon the consummation of such Sale of the Company; and (iii) if the Company grants Options in connection with an initial round of Option grants under the Change Plan to other senior executives (other than the CEO or COO) which have a vesting period which is shorter than the vesting period set forth in Control; or d. as to all of the RSUsthis Section 6, 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) will review the RSUs are assumed by vesting schedule set forth in this Section 6 to determine if a similar reduction in the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youvesting period herein is appropriate.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) ultimately earned by the Employee will vest on your behalf as of the grant date specified in the Grant Notice [Vest Date] (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs awarded 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 you as set forth in be determined on the Grant Noticebasis of the Company’s achievement of the performance criteria. Each RSU represents an unfundedNotwithstanding the foregoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if of the Company occurs; or (ie) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs while you are employed pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then-completed year in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company or one achieved “target” performance on each of its subsidiaries and (ii) the performance measures for such year(s), resulting in the payment of 100% of the one-half of the total target RSU award amount of this grant relating to such year(s). All RSUs are assumed by will be forfeited upon termination of the surviving entity or otherwise equitably converted or substituted in connection Employee’s employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 10 Years of Service.

Vesting. The RSUs have been credited Except as specifically provided in this Agreement and subject to a bookkeeping account (“Account”) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs awarded to you as certain restrictions and conditions set forth in the Grant Notice. Each RSU represents an unfundedPlan, unsecured right to receive Common Stock, subject to the terms and conditions stated in the Plan and this Grant Agreement. Your RSUs will Awarded Shares shall vest and become non-forfeitable on the earliest to occur first anniversary of the following (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date of Vesting specified in the Grant NoticeGrant, provided that you are then still the Participant is employed by (or if the Participant is a Consultant or an Outside Trustee, is providing services to) the Company or one of its subsidiaries; b. as to all of the RSUs, a Subsidiary on such anniversary. All Awarded Shares not previously vested shall immediately become fully vested upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon a Change in Control if (i) the Change in Control occurs while you are employed by the Company or one of its subsidiaries, and Participant’s death; (ii) the RSUs are Participant’s Termination of Service as a result of the Participant’s Total and Permanent Disability; (iii) the occurrence of a Change in Control, if and to the extent that this Award is not continued, assumed by the surviving entity or otherwise equitably converted into a replacement award or substituted awards in connection with the Change in Control; or d. as to all of the RSUs, upon your termination of employment without Cause or your resignation for Good Reason, in each within twenty-four (24) months following a such Change in Control if or (iiv) as specifically provided in the Change in Control occurs while you are employed Employment Agreement. In the event that the Participant’s Termination of Service is due to Retirement and the Participant has provided the Company with at least twelve months’ advance written notice of the Participant’s Retirement date (unless the notice period is waived by the Company or one Committee in its sole discretion) and has remained in employment in good standing until the Participant’s Retirement date, then on the Participant’s Retirement date, a pro-rata portion of its subsidiaries the Awarded Shares shall vest and (ii) become nonforfeitable, calculated by multiplying the RSUs are assumed number of Awarded Shares by a fraction, the surviving entity or otherwise equitably converted or substituted in connection with numerator of which is the Change in Control. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to number of months from the unvested RSUs as Date of Grant through the date of such termination, Termination of Service (rounding any partial month to the next whole month) and the denominator of which is twelve. Any Awarded Shares (and related dividends) that were unvested RSUs will at the date of Termination of Service and that exceed the pro-rata portion of the Awarded Shares that become vested and nonforfeitable under this paragraph shall be reconveyed to the Company without further consideration or any act or action by youforfeited.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”a) on your behalf All of the Award Shares are nonvested and forfeitable as of the grant date specified in Grant Date. (b) So long as your Service with the Company is continuous from the Grant Notice Date through the applicable date upon which vesting is scheduled to occur, one-third (1/3rd) of the “Grant Date”). Your Account will reflect the number of RSUs 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 Award Shares will vest and become non-forfeitable nonforfeitable on each anniversary of the Grant Date, such that 100% of the Award Shares will be vested and nonforfeitable on the earliest to occur third anniversary of the following Grant Date. (eachc) If you die while in the Service of the Company or your Service terminates by reason of Disability, a “Date of Vesting’”): a. as to all of the RSUs, on the Date Award Shares will become vested and nonforfeitable as of Vesting specified in the Grant Notice, provided that you are then still employed your death or such termination of employment. (d) Unless otherwise determined by the Company Committee or one of its subsidiaries; b. as to all specified herein, none of the RSUs, upon Award Shares will become vested and nonforfeitable after your Service with the termination of your employment by reason of death, Disability or a Qualifying Retirement;Company ceases. c. as to all of the RSUs, upon (e) If a Change in Control if (i) occurs, the Change 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 Control occurs while you are employed its discretion, and the Award Shares shall be assumed or an equivalent award shall be substituted by the successor corporation to the Company or one a parent or subsidiary of its subsidiariessuch successor corporation (each such assumed or equivalent award, a “Substitute Award”). In the event that you suffer an Involuntary Termination coincident with or within 24 months following the occurrence of a Change in Control, the Award Shares or Substitute Award, to the extent not previously vested nor earlier forfeited, shall become fully vested and (ii) nonforfeitable as of the RSUs are date of such Involuntary Termination. If a Substitute Award is not issued or the Award Shares assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control; or d. , as to all determined in the discretion of the RSUsCommittee, upon your termination then the Committee shall provide for full vesting and lapse of employment without Cause or your resignation for Good Reason, in each within twenty-four (24) months following a Change in Control if (i) restrictions on the Change in Control occurs while you are employed by Award Shares immediately before the Company or one effective time 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by you.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) ultimately earned by the Employee will vest on your behalf as the first trading day in April of the third year after the grant date specified in the Grant Notice (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs awarded 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 you as set forth in be determined on the Grant Noticebasis of the Company’s achievement of the performance criteria. Each RSU represents an unfundedNotwithstanding the foregoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee's employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if (i) the Change in Control occurs while you are employed by of the Company or one occurs. For purposes of its subsidiaries and (ii) 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 are assumed by will be forfeited upon termination of the surviving entity or otherwise equitably converted or substituted in connection Employee's employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 10 Years of Service.

Vesting. The RSUs have been credited to Options shall vest over a bookkeeping account three (“Account”3) on your behalf as year period with 8/36ths of the grant date specified in Options vesting on the Grant Notice 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 “Grant Date”Executive is continuously Engaged (as defined below) by the Company during such vesting period. Notwithstanding the foregoing sentence, (A) if the Executive is Engaged by the Company immediately prior to the consummation of a Change of Control (as defined below), all unvested Options shall immediately vest upon consummation of such Change of Control or (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 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. Your Account will reflect At such time as the number of RSUs awarded Executive ceases to you 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 Grant Noticeimmediately preceding sentence, shall be forfeited by the Executive. Each RSU represents an unfundedAt such time as the Executive ceases to be Engaged by the Company, unsecured right to receive Common Stockany vested Options shall remain exercisable for a period of ninety (90) days after such date, subject to the terms and conditions stated except in the Plan case of a termination of Executive’s employment for Cause (as defined in Section 4(c)(ii)), in which event any vested and unexercised Options shall immediately be forfeited and canceled upon the Executive’s termination for Cause. Except as otherwise provided in this Grant Section 3(c)(1), at such time as the Executive ceases to be Engaged by the Company, any and all unvested Options shall immediately be forfeited and canceled. For purposes of this Agreement. Your RSUs will vest and become non-forfeitable on , the earliest to occur of Executive shall be considered “Engaged” by the following Company during any time in which he is (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date of Vesting specified in the Grant Notice, provided that you are then still i) employed by the Company or one of its subsidiaries; b. as to all of the RSUsCompany, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon 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) engaged as consultant to the RSUs are not assumed by the surviving entity Company, or otherwise equitably converted or substituted in connection with the Change in Control; or d. (iii) serving as to all a member of 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youBoard.

Vesting. (a) The RSUs have been credited to performance period for the PRSUs shall be the period beginning January 1, 2025 and ending on December 31, 2027 (or, if earlier and as otherwise provided in this Agreement, the consummation of a bookkeeping account (“Account”Change in Control) on your behalf as of the grant date specified in the Grant Notice (the “Grant DateMeasurement Period”). Your Account will reflect the number of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfunded, unsecured right to receive Common Stock, subject Subject to the terms and conditions stated in of this Agreement, the Plan number of PRSUs that shall be deemed earned and this Grant Agreement. Your RSUs will vest and become non-forfeitable vested, if any, shall be determined based on the earliest to occur level of achievement of the following performance metrics set forth on Exhibit A (eachsuch performance metrics, a the “Date Performance Metrics”) over the Measurement Period, with the number of Vesting’”): a. as PRSUs that may be earned and vested ranging from zero to all 200% of the RSUsTarget PRSUs. Any PRSUs (and any related Dividend Equivalents) that are determined not to be earned and vested at the end of the Measurement Period shall be forfeited and cancelled for no value without further action of the Participant or the Company. As soon as reasonably practicable following the end of the Measurement Period, on the Committee shall determine the level of achievement of the Performance Metrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, the “Determination Date”). As soon as reasonably practicable following the Determination Date (but no later than March 15th of Vesting specified the year following the year in which the Grant Noticeend of the Measurement Period occurs), provided that you all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are then still not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company or one of its subsidiaries; b. as to all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon a Change in Control if Control, then (iw) the effective date of the Change in Control occurs while you are employed by shall be the Company or one last day of its subsidiariesthe Measurement Period, and (iix) the RSUs are not assumed by Participant shall earn and vest in the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control; or d. Target PRSUs as to all of 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 as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration. (ii) If the Participant’s employment with the Company terminated before the Change in Control by the Company on account of the Participant’s death or one of its subsidiaries and disability, then (iiw) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection with effective date of the Change in Control. If your employment terminates for any reason other than as described Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (bpursuant to Section 6(b)) or (d) above, you will forfeit all right, title and interest in and to of the unvested RSUs Target PRSUs as of the Change in Control as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (y) such Target PRSUs shall be settled on the effective date of such termination, the Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the unvested RSUs will Change in Control shall be reconveyed to the Company without further consideration or any act or action by youforfeited and cancelled with no consideration.

Vesting. The RSUs have been credited 2.1 Participant will receive a benefit with respect to a bookkeeping account (“Account”) on your behalf an RSU only if it vests. Except as explicitly set forth below, both of the grant vesting requirements described in Sections 2.2 and 2.3 below must be satisfied in order for an RSU to vest and become a “Vested RSU.” An RSU shall vest and become a Vested RSU on the first date specified in upon which both the Grant Notice (Service-Based Requirement and the Liquidity Event Requirement are satisfied with respect to that particular RSU. 2.2 The “Grant Date”). Your Account Service-Based Requirement” will reflect be satisfied as follows: the Service-Based Requirement will be satisfied with respect to 25% of the total number of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfunded, unsecured right to receive Common Stock, subject to this Award on the terms 12-month anniversary of the applicable Vesting Commencement Date, and conditions stated in the Plan Service-Based Requirement will be satisfied with respect to 1/36th of the remaining number of RSUs monthly thereafter, such that the Service-Based Requirement with respect to RSUs subject to this Award is fully satisfied on the fourth anniversary of the applicable Vesting Commencement Date; provided, however, that if a Liquidity Event (as defined below) occurs prior to Participant’s Termination of Service, the Service-Based Requirement will be deemed to have been fully satisfied with respect to all of Participant’s then-unvested RSUs and this Grant Agreement. Your all of the RSUs will vest and become nonbe Vested RSUs upon the occurrence of the Liquidity Event. Except as otherwise expressly provided in this Agreement, vesting under this Section 2.2 will cease upon Participant’s Termination of Service for any reason. 2.3 The “Liquidity Event Requirement” will be satisfied as to any then-forfeitable on outstanding RSUs upon the earliest occurrence of a Liquidity Event (as defined below) prior to Participant’s Termination of Service. A “Liquidity Event” means the first to occur of the following following: (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon 1) a Change in Control if (ias defined below); (2) the Change in Control occurs while you are employed by the Company or one expiration of its subsidiaries, and (ii) the RSUs are not assumed by the surviving entity or otherwise equitably converted or substituted any lock-up in connection with an IPO (as defined below); (3) the Change Sale of an HDC Brand (as defined below) or the sale of any HDC subsidiary, or any entity in Controlwhich the Company has an ownership stake of no less than 10%; or d. as or (4) the date that is one day prior to all the tenth anniversary of the RSUs, upon your termination Date of employment without Cause or your resignation for Good Reason, in each within twenty-four (24) months following Award of 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youparticular RSU.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) will vest on your behalf as the first trading day in April of the third year after the grant date specified in the Grant Notice (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs awarded to you as set forth 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). Notwithstanding the Grant Notice. Each RSU represents an unfundedforegoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee's employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if of the Company occurs; or (ie) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs while you are employed pursuant to a notice of termination of employment delivered to the Company by the Company or one Employee. All RSUs will be forfeited upon termination of its subsidiaries and (ii) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection Employee's employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 10 Years of Service.

Vesting. ● The RSUs have been credited LTIP Units granted hereunder will be 100% vested on the one year anniversary of the Grant Date, and except as otherwise provided herein, in the event you incur a Termination of Service prior to such anniversary date, the LTIP Units granted hereunder will be forfeited (unless such Termination of Service occurs in connection with a bookkeeping account Change in Control in which the LTIP Units vesting is accelerated consistent with the terms below, with any such determination to be made by the “administrator” of the Plan). ● Notwithstanding the above vesting schedule, the LTIP Units granted hereunder will become 100% vested upon your Termination of Service due to your death or “Disability” within the meaning of the Plan (with any such determinations of “Disability” made by the “administrator” of such Plan). ● The provisions in Section 18 of the Plan regarding vesting upon a Change in Control of InfraREIT Inc. shall also apply to the LTIP Units granted hereunder, except that, upon the consummation of a Change in Control, the LTIP Units granted hereunder, unless previously forfeited, will become 100% vested in all circumstances. [INSERT THE NAME OF PARTICIPANT] The undersigned spouse (“AccountSpouse”) on your behalf as of the grant date specified in the Grant Notice Participant Interest Holder (“Participant”) who is a party to that certain Award Agreement described above (the “Grant DateAgreement”). Your Account will reflect , hereby acknowledges that the number undersigned Spouse has read the Agreement in its entirety and that the undersigned Spouse is fully aware of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfunded, unsecured right to receive Common Stock, subject and clearly understands that Participant has agreed to the terms and conditions stated of the Second Amended and Restated Agreement of InfraREIT Partners, LP, effective as of the time described in the Plan Agreement (“Partnership Agreement”). The undersigned Spouse desires to bind his or her community or other marital property interest (if any) in any and this Grant all benefits or interests conferred by the Agreement. Your RSUs will vest In consideration of these premises, the undersigned Spouse of Participant hereby expressly consents that Participant may execute the same and become non-forfeitable on the earliest to occur of the following (eachhereby expressly joins in, a “Date of Vesting’”): a. as agrees to, accepts, and consents to all of the RSUs, on terms and conditions of the Date of Vesting specified in the Grant Notice, provided that you are then still employed Agreement. The undersigned Spouse hereby agrees to be bound by the Company or one of its subsidiaries; b. as to all of the RSUsterms and conditions of the Agreement that are or may be applicable to the undersigned Spouse or to awards of 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 your employment by reason the marital relationship of death, Disability or a Qualifying Retirement; c. as to all of Participant and the RSUs, upon 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 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 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. If your employment terminates undersigned Spouse for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and shall not have the effect of removing any award of LTIP Units otherwise subject to the unvested RSUs 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 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 date of such termination, Agreement and the unvested RSUs will be reconveyed Partnership Agreement and has/have no obligation whatsoever to the Company without further consideration or any act or action by youSpouse.

Vesting. The RSUs have been credited to You cannot exercise your Nonqualified Stock Option and purchase the Shares until your Nonqualified Stock Option is vested, which will occur as set forth under “Vesting Schedule” on Exhibit A (each date a bookkeeping account (“Account”) on your behalf as of the grant date specified in the Grant Notice (Nonqualified Stock Option becomes vested is the “Grant Vesting Date”). Your Account will reflect the number of RSUs awarded Subject 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, each vested Nonqualified Stock Option may be exercised and Shares may be purchased, in whole or in part, beginning on the applicable Vesting Date and ending at 5:00 p.m. Eastern Standard Time (“EST”) on the date set forth next to “Expiration Date of Award” on Exhibit A (the “Expiration Date”). Your RSUs The Nonqualified Stock Option will vest and become non-forfeitable exercisable as to the portion of Shares and on the earliest to occur of the following (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date of Vesting dates specified in the Grant NoticeVesting Schedule so long as your service with the Company is continuous and does not end. The Vesting Schedule is cumulative, provided meaning that to the extent your Nonqualified Stock Option has not already been exercised and has not expired, been cancelled or terminated, you may at any time purchase all or a portion of the Shares that are then still employed by vested pursuant to the Vesting Schedule. The terms of the Plan and this Agreement shall govern the forfeiture and the expiration of the Nonqualified Stock Options at any time on, prior to or after the Nonqualified Stock Option becomes vested. This Nonqualified Stock Option may be exercised only while you continue to provide services to the Company or one of its subsidiaries;any Affiliate, and only if you have continuously provided such services since the date this Nonqualified Stock Option was granted. The following provisions shall also apply: b. as to all of (a) In the RSUs, upon the termination of event your employment or service terminates by reason of death, Disability your death or a Qualifying Retirement; c. disability (as to all defined in Section 22(e)(3) of the RSUsCode) (“Permanent Disability”), upon a Change in Control if then all unvested Nonqualified Stock Options shall be forfeited and cancelled, and the vested Nonqualified Stock Options shall expire and be forfeited on the earlier of (i) the Change Expiration Date, or (ii) at 5 p.m. EST one (1) year after your date of employment or service termination for death or Permanent Disability. You shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Company in Control occurs while such form and manner, and at such times, as the Company may require and you are employed agree that any determination by the Company that you do or one of its subsidiaries, do not have a Permanent Disability shall be final and binding upon you. (iib) In the RSUs are not assumed event your employment or service is terminated by the surviving entity Company for Cause, then all Nonqualified Stock Options whether vested or otherwise equitably converted or substituted in connection with unvested shall be forfeited and cancelled immediately on the Change in Control; or d. as to all date of the RSUs, upon your termination of employment without Cause or your resignation service 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 Cause. Any determination by the Company or one of its subsidiaries and (ii) the RSUs are assumed that you have been terminated for Cause shall be determined by the surviving entity or otherwise equitably converted or substituted Company in connection with its sole discretion and shall be final and binding on you. (c) In the Change in Control. If event your employment or service terminates for any reason other than as described those enumerated in (a) and (b) of this Section 3, then (i) the portion of each Nonqualified Stock Option that has not vested on or prior to the date of your employment or service termination shall immediately terminate and (ii) the remaining vested portion of each Nonqualified Stock Option shall terminate on the earlier of the applicable Expiration Date or 5:00 p.m. EST on the date that is ninety (90) days after the date of your termination of employment or service. (d) above, you will forfeit all right, title and interest in and Notwithstanding anything to the unvested RSUs as contrary in this Agreement in the case of a Nonqualified Stock Option, if you shall die at any time after your termination of employment or service and prior to the date of such terminationtermination of the applicable Nonqualified Stock Option, and then the unvested RSUs will be reconveyed to remaining vested but unexercised portion of the Company without further consideration applicable Nonqualified Stock Option shall terminate on the earlier of the Expiration Date or any act or action by you5:00 p.m. EST one (1) year after your date of death.

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) The RSUs have been credited to a bookkeeping account (“Account”) on your behalf Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder as of the grant date specified in of the Grant Notice (the “Grant Date”). Your Account will reflect the number Executive’s Termination of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfundedService, unsecured right to receive Common Stock, subject if such Termination of Service occurs on or after that date which is 90 days prior 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 date of the following (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon a Change in Control if (i) the Change in Control occurs while you are employed by reason of the Executive’s death, Total Disability or retirement in accordance with Company policies concerning executive retirement as in effect on September 1, 2000; or (b) The Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder as of the date of the Termination of Service, if the Executive is Terminated Without Cause or one of its subsidiaries, and (ii) the RSUs are not assumed by the surviving entity Executive Resigns for Good Reason at any time on or otherwise equitably converted or substituted in connection with after that date which is 90 days prior to the Change in Control; or d. as to (c) The Executive shall become fully vested in all of the RSUs, shares of Restricted Stock awarded hereunder upon your termination the occurrence of employment without Cause or your resignation for Good Reason, in each within twenty-four (24) months following a Change in Control if and the obligations of IMCO under this Agreement with respect to the Award are not fully assumed or replaced by equivalent substitute award(s), as more fully described in paragraph 7 below; or (id) If in connection with a Change of Control the obligations of IMCO under this Agreement with respect to the Award are assumed or equivalent substitute award(s) are granted in lieu thereof, but a subsequent Change in Control occurs while you are employed by before the Company or one expiration of its subsidiaries and (ii) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Restriction Period, then effective upon such subsequent Change in Control. If your employment terminates for any reason other than , the Executive shall become fully vested in all of the shares of Restricted Stock awarded hereunder, as more fully described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youparagraph 7 below.

Vesting. The RSUs (a) For any Award Period, the following number of Performance Shares shall vest if and only if a Management Representative (defined below) or the Compensation Committee, as applicable, determines, in accordance with this Paragraph 4, that the Performance Target (as defined in Paragraph 4(e)(iii)) for that Award Period has been met by the Trust: If there are any Performance Shares that have not vested after Management's Representative or the Compensation Committee, as applicable, has determined the number of Performance Shares that will vest with respect to the final Award Period, then any and all then-remaining Performance Shares which have not vested shall terminate and be forfeited. (b) Within sixty (60) days after the end of each Award Period, Management's Representative or the Compensation Committee, as applicable, shall determine whether the Performance Target has been credited met by the Trust for such Award Period and thereafter, shall promptly notify the Key Employee (or the executors or administrators of the Key Employee's estate) of such determination. If Management's Representative or the Compensation Committee, as applicable, determines that the Performance Target has been met for such Award Period, then the number of Performance Shares specified in Paragraph 4(a) above with respect to such Award Period shall vest. (c) Notwithstanding the foregoing, all remaining Performance Shares shall vest if the Key Employee shall incur an Involuntary Termination (as defined in the Plan) during the one year period commencing with the occurrence of a bookkeeping account Change in Control. (d) As soon as reasonably practicable after the vesting of all or any portion of the Performance Shares, the Trust shall notify Key Employee or the Key Employee's legal representative, as applicable, of the amount of required withholding taxes due on the vesting of all or a portion of Performance Shares (“AccountTax Notice”) on your behalf ). Key Employee or Key Employee's legal representative, as of applicable, shall tender to the grant date Trust the amount specified in the Grant Tax Notice within five (5) business days after the “Grant Date”)date of the Tax Notice, or such longer period of time as the Trust may designate. Your Account will reflect The Trust shall not be required to remove the number of RSUs awarded to you restrictions on such Shares until such time as set forth the Key Employee or the Key Employee's legal representative, as applicable, shall have paid such tax withholding amount in the Grant Noticefull. Each RSU represents an unfundedThe Trust, unsecured right to receive Common Stock, subject to the at its sole discretion and on such 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 (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date of Vesting specified in the Grant Notice, provided that you are then still employed determined by the Company Trust from time to time, may permit the Key Employee or one of its subsidiaries; b. the Key Employee's legal representative to satisfy the Trust's minimum statutory tax withholding obligations as to all of determined by the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon a Change in Control if Trust's accounting department through (i) the Change in Control occurs while you are employed by sale of all or a portion of such Shares resulting from this Agreement through the Company employer's broker or one of its subsidiaries, and (ii) by returning to the RSUs are Trust a number of Shares having a fair market value equal to the minimum statutory tax withholding amount due. Shares cannot assumed by be returned to the surviving entity Trust and withheld to satisfy more than the required minimum statutory tax withholding amounts. In the event Key Employee or otherwise equitably converted or substituted in connection with Key Employee's legal representative, as applicable, fails to make appropriate arrangements to satisfy tax and withholding obligations, the Change in Control; or d. as to all of the RSUs, upon your termination of employment without Cause or your resignation for Good ReasonTrust may, in each within twenty-four (24) months following a Change in Control if its sole discretion, satisfy such tax and withholding obligations by: (i) returning to the Change in Control occurs while you are employed by Trust all or a portion of the Company Shares issued under this Agreement; or one of its subsidiaries and (ii) withholding the RSUs are assumed by required amounts from other amounts due the surviving entity Key Employee or otherwise equitably converted or substituted in connection with the Change in ControlKey Employee's legal representative, as applicable. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and The Trust is authorized to pay over to the unvested RSUs appropriate authority, all federal, state, county, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling. (e) For purposes of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by you.this Agreement:

Vesting. The RSUs have been credited to a bookkeeping account (“Account”a) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfunded, unsecured right to receive Common Stock, subject Subject to the terms and conditions stated of this Agreement, the PSUs shall be subject to a three-year performance period, consisting of the calendar years 20[18], 20[19] and 20[20] (the “Total Award Performance Period”), which is further subdivided into three annual performance periods, each of which are a single calendar year (each an “Annual Performance Period”). Except as otherwise provided below, following each Annual Performance Period, the number of PSUs earned shall be determined as provided in Appendix A (as determined under Appendix A, the Plan and this Grant Agreement“Earned PSUs”). Your RSUs will vest and Except as otherwise provided below, the number of Earned PSUs, if any, shall become non-forfeitable vested on the earliest to occur anniversary of the following (each, a “Date of Vesting’”): a. as to all Grant immediately following the last day of the RSUs, Annual Performance Period with respect to which the Earned PSUs were earned (the “Vesting Date”) if the Participant’s employment or services with the Corporation and its Subsidiaries continues throughout the period beginning on the Date of Grant and ending on the Vesting specified in Date. (b) In the Grant Notice, provided event that you are then still employed Participant’s employment or services with the Corporation and its Subsidiaries is terminated (i) by the Company Corporation or one of its subsidiaries; b. as to all of the RSUsa Subsidiary without Cause, upon the termination of your employment (ii) by Participant for Good Reason, (iii) by reason of death, Disability Participant’s death or (iv) by the Corporation or a Qualifying Retirement; c. as to all Subsidiary on account of Participant’s Disability, in each case at any time between the Date of Grant and the second anniversary of the RSUseffective date of the Reorganization (as defined in the Participant’s employment agreement with the Corporation, upon as amended), Participant shall be considered as remaining employed with the Corporation and its Subsidiaries throughout the period beginning on the Date of Grant and ending on the Vesting Date applicable to the third Annual Performance Period, for purposes of vesting in any Earned PSUs pursuant to Section 2(a) hereof. (c) If, during the period that begins on the effective date of a Change in Control if (as defined below) and ends on the twelve month anniversary of the effective date of the Change in Control, there is a termination of Participant’s employment or services with the Corporation and its Subsidiaries by the Corporation or a Subsidiary without Cause (other than as a result of Participant’s death or Disability) or by Participant for Good Reason (a “Qualifying Termination”), and such Qualifying Termination occurs on or before the Vesting Date of an Annual Performance Period, then the sum of the following amounts shall become fully vested upon the effective date of the Qualifying Termination (the total Target PSUs that vest pursuant to this Section 2(c) shall be referred to as “Earned Target PSUs”): (i) the Change in Control Target PSUs attributable to any Annual Performance Period with respect to which the Qualifying Termination occurs while you are employed by prior to the Company or one of its subsidiariesVesting Date applicable to such Annual Performance Period, and (ii) for each Annual Performance Period with respect to which the RSUs are Qualifying Termination occurs on or after the Vesting Date applicable to such Annual Performance Period in which the Earned PSUs for such Annual Performance Period (as determined under Appendix A) were less than the Target PSUs attributable to such Annual Performance Period (as set forth on Appendix A) each a, “Previously Vested Below Target Annual Performance Period”), an amount equal to the Target PSUs attributable to such Previously Vested Below Target Annual Performance Period (as set forth on Appendix A), less the Earned PSUs for such Previously Vested Below Target Annual Performance Period (as determined under Appendix A). For the avoidance of doubt, if Participant becomes eligible to receive Earned Target PSUs pursuant to this Section 2(c), Participant shall not assumed by be eligible to earn any Earned PSUs determined as provided in Appendix A with respect to any Annual Performance Period with respect to which the surviving entity or otherwise equitably converted or substituted in connection with Qualifying Termination occurs prior to the Vesting Date applicable to such Annual Performance Period. (d) For purposes of this Agreement, “Change in Control; or d. as to all ” shall mean the occurrence of any of 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by you.following:

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) will vest on your behalf as the first trading day in April of the third year after the grant date specified in the Grant Notice (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs awarded to you as set forth 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). Notwithstanding the Grant Notice. Each RSU represents an unfundedforegoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee's employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if of the Company occurs; or (ie) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs while you are employed pursuant to a notice of termination of employment delivered to the Company by the Company or one Employee. All RSUs will be forfeited upon termination of its subsidiaries and (ii) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection Employee's employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 5 Years of Service.

Vesting. The RSUs have been credited granted pursuant to a bookkeeping account (“Account”) this Agreement shall vest on your behalf as of the grant applicable date specified in the Grant Notice below (the “Grant Vesting Date”). Your Account will reflect the number of RSUs awarded to you as set forth ): A. Executive shall become fully vested in the RSUs granted pursuant to this Agreement thirty-six (36) months after the Grant NoticeDate (i.e., on [Date]), provided that Executive has remained continuously employed on a full-time basis by CACI for the entire thirty-six (36) month period. Each RSU represents an unfunded, unsecured right to receive Common Stock, subject to the terms and conditions stated Executive shall also become fully vested in the Plan and RSUs granted pursuant to this Grant Agreement. Your RSUs will vest and become non-forfeitable on Agreement in the earliest to occur event any of the following occur on or before [Date]: (each, a “Date 1) In the event of Vesting’”): a. as to all of the RSUs, on the Date 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 all of the RSUs, upon the termination of your Executive’s full-time employment by reason with CACI as a result of death, Executive’s Disability or death prior to [Date], all RSUs granted pursuant to this Agreement shall become 100 percent vested upon Executive’s death or Disability. (2) In the event of a Qualifying Retirement; c. Good Reason Termination or Involuntary Termination Without Cause (each as defined below) prior to all of the RSUs[Date], upon and within twenty-four (24) months following a Change in Control if Control, the RSUs granted pursuant to this Agreement shall become 100 percent vested on the date of such Good Reason Termination or Involuntary Termination Without Cause. (i3) In the Change event of Executive’s voluntary Retirement (as defined below), the RSUs granted pursuant to this Agreement shall become 100 percent vested on the date of Executive’s Retirement. B. Except as provided in Control occurs while you are Article III. A. 1, 2 or 3 above or otherwise determined by the Committee, in order to become vested in RSUs under the terms of this Agreement, the Executive must have been in the continuous full-time employ of CACI (or an Affiliate of CACI) from the Grant Date through the close of business on the Vesting Date. The Executive shall not be deemed to be employed by CACI (or an Affiliate of CACI) if the Company Executive’s employment has been terminated, even if the Executive is receiving severance in the form of salary continuation through the regular payroll system. If Executive terminates employment with CACI (or one an Affiliate of its subsidiaries, and (iiCACI) the RSUs are not assumed by the surviving entity for any reason other than a Good Reason Termination or otherwise equitably converted or substituted in connection with the Change in Control; or d. as to all of the RSUs, upon your termination of employment without Involuntary Termination Without Cause or your resignation for Good Reason, in each within twenty-four (24) months following a Change in Control if or by Retirement, Disability or death, or converts from full-time to part-time status (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. If your employment terminates for any reason other than as described in (b) or (d) aboveafter becoming eligible for Retirement), you will Executive shall forfeit all right, title and interest in and to the unvested any RSUs granted under this Agreement that are not vested as of the date such date. C. The following definitions shall apply for purposes of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by you.this Agreement:

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) will vest on your behalf as of the grant date specified in the Grant Notice [Vest Date] (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs awarded to you as set forth 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). Notwithstanding the Grant Notice. Each RSU represents an unfundedforegoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if of the Company occurs; or (ie) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs while you are employed pursuant to a notice of termination of employment delivered to the Company by the Company or one Employee. All RSUs will be forfeited upon termination of its subsidiaries and (ii) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection Employee’s employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 10 Years of Service.

Vesting. The RSUs have been credited This option is only exercisable before it expires and then only with respect to the vested portion of this option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a bookkeeping account whole number of vested shares not less than 100 shares, unless the number of shares purchased is the total number available for purchase under this option, by following the procedures set forth in the Plan and below in this Agreement. Your right to purchase shares of Stock under this option vests as to one-fourth (1/4) of the total number of shares covered by this option, as shown on the cover sheet, on the one-year anniversary of the Vesting Start Date (“Account”) on your behalf as of the grant date specified in the Grant Notice (the “Grant Anniversary Date”), provided you then continue in Service. Your Account will reflect Thereafter, for each such vesting date that you remain in Service, the number of RSUs awarded shares of Stock which you may purchase under this option shall vest at the rate of one-fourth (1/4) per year as of each Anniversary Date. The resulting aggregate number of vested shares will be rounded to the nearest whole number, and you cannot vest in more than the number of shares covered by this option. Notwithstanding the exercise periods described above, if (a) a transaction is made and consummated involving the sale of all or substantially all of the Company’s assets, or the sale of a majority of its outstanding shares, whether by way of merger, consolidation, business combination or otherwise; (b) a tender offer or exchange offer is made and consummated in a transaction for the ownership of securities of the Company representing more than 50 percent of the combined voting power of the Company’s then outstanding voting securities; (c) you terminate your employment with the Company for Good Reason; (d) the Company terminates your employment without Cause; or (e) your Service terminates because of your death or Disability (as defined below), then your vesting rights under this Agreement shall be immediately accelerated and you (or your estate or heirs in the event of your death) shall be immediately entitled to exercise all option rights granted under this Agreement to the extent not then exercisable and not yet canceled or terminated; provided that such option rights must be exercised, if at all, within ten years from the Effective Date. [Any transaction of the type described in either of clause “(a)” or clause “(b)” above shall hereinafter be referred to as a “Change of Control Transaction”]. Except as set forth in this section and in the section of this Agreement entitled “Non-Competition,” no additional vesting of your right to purchase shares of Stock shall occur after your Service has terminated for any reason. Your option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Notice. Each RSU represents an unfundedDate, 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 as shown on the earliest to occur of cover sheet. You may exercise the following (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date 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 all of the RSUs, upon the termination vested portion of your employment by reason option at any time prior to that expiration date. In the event of your death, Disability your estate or a Qualifying Retirement; c. as heirs may exercise the vested portion of your option at any time prior to all of the RSUs, upon 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 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 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youthat expiration date.

Vesting. (a) The RSUs have been credited to 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 bookkeeping account (“Account”) on your behalf as Non-Employee Director of the grant date specified in the Grant Notice Company (the “Grant Date”or any of its Subsidiaries). Your Account will reflect the number of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfunded. (1) On ________________, 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 33% of the following Initial Grant shall become fully vested and nonforfeitable. (each2) On ________________, a “Date of Vesting’”): a. as to all 33% of the RSUsInitial Grant shall become fully vested and nonforfeitable. (3) On ________________, on the Date balance of Vesting specified the Initial Grant shall become fully vested and nonforfeitable. (b) The Regular 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 director of the Company (or any of its Subsidiaries). (1) On ________________, 100% of the Regular Grant Notice, provided that you are then still employed by shall become fully vested and nonforfeitable. (c) If Participant ceases to be a Non-Employee Director of the Company or one any of its subsidiaries; b. as to all Subsidiaries for any reason other than death, disability within the meaning of Section 22(e)(3) of the RSUsInternal Revenue Code of 1986, upon as amended ("Disability"), or departure from the termination Board as defined from time to time in the rotation policy of your employment the Company's Corporate Governance Guidelines ("Retirement"), all Restricted Stock Units to the extent not yet vested under subsections (a) and (b) on the date Participant ceases to be a Non-Employee Director shall be forfeited by Participant without payment of any consideration to Participant therefor. (d) If Participant's service as a Non-Employee Director of the Company (or any of its Subsidiaries) terminates by reason of death, Disability or a Qualifying Retirement; c. as , or if the Company is subject to all of the RSUs, upon a Change in Control if (ias defined below) the Change in Control occurs while you are employed by Participant is a Non-Employee Director of the Company (or one any of its subsidiariesSubsidiaries), and (ii) the 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 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and Participant's interest in all Restricted Stock Units awarded hereunder shall become fully vested and to the unvested RSUs nonforfeitable as of the date of such terminationdeath, and Disability, Retirement or Change in Control. (e) The Committee may, in its sole discretion, accelerate the unvested RSUs will be reconveyed to 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 without further consideration or any act or action by youand its Subsidiaries, effective upon termination of such service.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) will vest on your behalf as the first trading day in April of the third year after the grant date specified in the Grant Notice (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs awarded to you as set forth 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). Notwithstanding the Grant Notice. Each RSU represents an unfundedforegoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event, within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee's employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if (i) the Change in Control occurs while you are employed by of the Company or one occurs. All RSUs will be forfeited upon termination of its subsidiaries and (ii) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection Employee's employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 5 Years of Service.

Vesting. The RSUs have been credited If a Change in Control occurs prior to a bookkeeping account December 31, 2030, the PSUs (“Account”if and to the extent not previously forfeited) on your behalf that are earned at the level set forth in Section 3 or Section 8(a), as applicable, shall vest effective as of such Change in Control, except to the grant date specified extent that another award meeting the requirements of Section 14 of the Incentive Plan (as determined by the Committee as of immediately prior to the Change in Control, in its sole discretion) is provided to the Grant Notice Participant to replace the earned PSUs (any award meeting the requirements of Section 14 of the Incentive Plan, a “Grant DateReplacement Award”). Your Account will reflect From and after the number Change in Control, any such Replacement Award shall vest solely based on the Participant’s service through the Vesting Dates, subject to accelerated vesting on certain terminations of RSUs awarded to you employment as set forth in Section 5(e) above. Notwithstanding the Grant Notice. Each RSU represents an unfundedforegoing provisions of this Section 8(b), unsecured right if the Participant has incurred a Termination of Service due to receive Common Stock, subject Retirement prior to the terms Change in Control, the Proration Fraction shall apply to the PSUs that are determined to be earned under Section 8(a) above, and conditions stated any Replacement Award delivered in respect thereof shall be fully vested and the Plan and this Grant Agreement. Your RSUs will vest and become non-forfeitable Shares with respect thereto shall be delivered on the earliest to occur of the following (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date of Vesting Scheduled Settlement Dates specified in Section 6(a). If Replacement Awards are provided, from and after the Grant NoticeChange in Control, provided that you are then still employed references herein to the PSUs shall refer to the Replacement Awards, and references to the Company include any surviving successor entity following the Change in Control, in each case unless the context clearly indicates otherwise. For the avoidance of doubt, with respect to any Participant who incurs a Termination of Service by the Company without Cause or one of its subsidiaries; b. as due to all of the RSUs, upon the termination of your employment by reason of Participant’s death, Disability or a Qualifying Retirement; c. as , in each case, prior to all of the RSUs, upon a Change in Control if (i) the Change Control, such Participant’s PSUs shall be settled in Control occurs while you are employed by the Company or one of its subsidiariesaccordance with Sections 5(a)-(d), and (ii) the 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 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youapplicable.

Vesting. The RSUs have been credited No portion of this Option shall vest prior to a bookkeeping account (“Account”) the dates indicated below. Subject to Section 4 hereof, on your behalf as or after the date of grant and the following dates this Option may be exercised up to the indicated percentage of shares covered by this Option: Percentage of Each Priced Option Initially Cumulative Percentage Date Exercisable Exercisable ------------------------------------------------------------------------------------------------- Effective Date 25% 25% First Anniversary of Effective Date 25% 50% Second Anniversary of Effective Date 25% 75% Third Anniversary of Effective Date 25% 100% Subject to earlier termination under Section 4 hereof, at any time after the third anniversary of the Effective Date, but no later than the Expiration Date, Optionee may purchase all or any part of the shares subject to this Option which Optionee theretofore failed to purchase. The grant date specified in of 300,000 of the Grant Notice 400,000 options (including 100,000 options exercisable at $18) which are the “Grant Date”)subject of this option are expressly subject to the approval by the stockholders of the Company of such grant and, accordingly, none of the options vesting after the Effective Date may be exercised unless and until such approval has been obtained. Your Account will reflect In each case the number of RSUs awarded shares which may be purchased shall be calculated to you as set forth in the Grant Noticenearest full share. Each RSU represents an unfundedNotwithstanding the foregoing, unsecured right the options granted hereby shall become fully exercisable prior to receive Common Stockthe scheduled dates above (subject, subject however, to the provisions of the paragraph relating to stockholder approval) if Executive's employment with the Company pursuant to the terms and conditions stated in of his employment agreement with the Plan and this Grant Company of even date herewith (the "Employment Agreement. Your RSUs will vest and become non-forfeitable on ") is terminated prior to the earliest to occur expiration of the following (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date of Vesting specified in the Grant Notice, provided that you are then still employed term by the Company without cause or one by Executive for good reason (as defined in the Employment Agreement) or due to a Change of its subsidiaries; b. Control (as to all defined in the Employment Agreement). Further, if Executive has not been offered appointment as chief executive officer of the RSUsCompany by December 31, 1999, and as a result terminates his employment on or before March 31, 2000, then the options which would have vested on January 1, 2001 shall become vested concurrently with such termination. The payments that Executive shall be entitled to receive upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all exercise of the RSUs, upon a Change options covered hereby and under his Employment Agreement shall in Control if all events be limited by the provisions of Section 280G of the Internal Revenue Code (i"Code") and the Change in Control occurs while you are employed regulations thereunder (or their then equivalents) and no payment shall be made (and no option vesting accelerated) that would have the result of limiting the deductibility of such payments by the Company or one that would result in the imposition of its subsidiaries, and (ii) the 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 an excise tax under Section 4999 of 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youCode.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”a) on your behalf All of the Award Shares are nonvested and forfeitable as of the grant date specified in Grant Date. (b) So long as your Service with the Company is continuous from the Grant Notice (Date through the “Grant Date”). Your Account will reflect applicable date upon which vesting is scheduled to occur, the number of RSUs 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 Award Shares will vest and become non-forfeitable nonforfeitable on the earliest to occur dates set forth on the Grant Notice. (c) If you die while in the Service of the following (eachCompany or your Service terminates by reason of Disability, a “Date of Vesting’”): a. as to all of the RSUs, on the Date Award Shares will become vested and nonforfeitable as of Vesting specified in the Grant Notice, provided that you are then still employed your death or such termination of employment. (d) Unless otherwise determined by the Company Administrator or one of its subsidiaries; b. as to all specified herein, none of the RSUs, upon Award Shares will become vested and nonforfeitable after your Service with the termination of your employment by reason of death, Disability or a Qualifying Retirement;Company ceases. c. as to all of the RSUs, upon (e) If a Change in Control if (i) occurs, the Change 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 Administrator in Control occurs while you are employed its discretion, and the Award Shares shall be assumed or an equivalent award shall be substituted by the successor corporation to the Company or one a parent or subsidiary of its subsidiariessuch successor corporation (each such assumed or equivalent award, a “Substitute Award”). In the event that you suffer an Involuntary Termination coincident with or within 24 months following the occurrence of a Change in Control, the Award Shares or Substitute Award, to the extent not previously vested nor earlier forfeited, shall become fully vested and (ii) nonforfeitable as of the RSUs are date of such Involuntary Termination. If a Substitute Award is not issued or the Award Shares assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control; or d. , as to all determined in the discretion of the RSUsAdministrator, upon your termination then the Administrator shall provide for full vesting and lapse of employment without Cause or your resignation for Good Reason, in each within twenty-four (24) months following a Change in Control if (i) restrictions on the Change in Control occurs while you are employed by Award Shares immediately before the Company or one effective time 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by you.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) on your behalf as of If the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs 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 (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date of Vesting specified in the Grant Notice, provided that you are then still Employee has remained continuously employed by the Company through the vesting dates specified on the cover page hereof, Unvested Shares shall become Vested Shares (or one shall “vest”) on such dates in an amount equal to the number of shares set opposite the applicable date on the cover page hereof. Option Shares that have been issued and which are “Unvested Shares” shall be subject to the Company’s Repurchase Option described in Section 6 unless and until they become “Vested Shares.” Any vesting of shares under this option shall first be deemed to apply to shares issued upon exercise of this option (in the order of such exercise) and then to unissued shares subject to this option; and any exercise of this option shall be deemed to apply first to any then unissued Vested Shares. The Employee agrees not to sell, assign, transfer, pledge, hypothecate, gift, mortgage or otherwise encumber or dispose of (except to the Company or any successor to the Company) all or any Unvested Shares or any interest therein, and any Unvested Shares purchased upon exercise of this option shall be held in escrow by the Company in accordance with the terms of Section 17 below unless and until they become Vested Shares. The term “Option Shares” used without reference to either Unvested Shares or Vested Shares shall mean both Unvested Shares and Vested Shares, without distinction. In addition, in the event the Company’s Repurchase Option is triggered pursuant to Section 6 below, and the Company elects not to exercise its subsidiaries; b. as to option for the repurchase of any or all of the RSUsUnvested Shares, then upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all expiration of the RSUsRepurchase Option Period, upon a Change in Control if (i) the Change in Control occurs while you are employed any and all Option Shares not repurchased by the Company or one of shall become Vested Shares. The Board may, in its subsidiariesdiscretion, and (ii) the 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 accelerate any of 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youforegoing vesting dates.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) ultimately earned by the Employee will vest on your behalf as of the grant date specified in the Grant Notice [Vest Date] (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs awarded 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 you as set forth in be determined on the Grant Noticebasis of the Company’s achievement of the performance criteria. Each RSU represents an unfundedNotwithstanding the foregoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee’s employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if (i) the Change in Control occurs while you are employed by of the Company or one occurs. For purposes of its subsidiaries and (ii) 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 are assumed by will be forfeited upon termination of the surviving entity or otherwise equitably converted or substituted in connection Employee’s employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 10 Years of Service.

Vesting. The RSUs have been credited a. Except as specifically provided in this Agreement and subject to a bookkeeping account (“Account”) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs awarded to you as certain restrictions and conditions set forth in the Grant Notice. Each RSU represents an unfundedPlan, unsecured right to receive Common Stock, subject to the terms and conditions stated in the Plan and this Grant Agreement. Your RSUs will Awarded Shares shall vest and become non-forfeitable on the earliest to occur of the following as follows: i. Over a three (each, a “Date of Vesting’”): a. as to all of the RSUs, 3) year vesting period commencing on the Date of Vesting specified in Grant: (A) One-third (1/3) of the Grant Noticetotal Awarded Shares shall vest on the first anniversary of the Date of G▇▇▇▇, provided that you are then still employed the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. (B) An additional one-third (1/3) of the total Awarded Shares shall vest on the second anniversary of the Date of G▇▇▇▇, provided that the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. (C) The remaining Awarded Shares shall vest on the third anniversary of the Date of G▇▇▇▇, provided that the Participant has continuously provided services to the Group as an Employee, Contractor, or Outside Director through that date. ii. Notwithstanding the foregoing and subject to Section 3(a)(iii) below, if the Participant incurs a Termination of Service as a result of (A) his death, (B) his Disability (as defined below), (C) a Termination of Service by the Company without Cause (as defined below), or one (D) a Termination of its subsidiaries; b. Service by the Participant for Good Reason (as to all defined below), then fifty percent (50%) of the RSUs, total Awarded Shares not previously vested shall thereupon immediately become fully vested upon the termination of your employment by reason of deathTermination Date (as defined below). iii. Notwithstanding the foregoing, Disability or a Qualifying Retirement; c. as to all of in the RSUs, upon event that a Change in Control (as defined below) occurs, if (i) the Participant incurs a Termination of Service during the Change in Control occurs while you are employed Period (as defined below) as a result of (A) a Termination of Service by the Company without Cause, or one (B) a Termination of its subsidiaries, and (ii) the RSUs are not assumed Service by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control; or d. as to all of the RSUs, upon your termination of employment without Cause or your resignation Participant for Good Reason, in each within twenty-four then one hundred percent (24100%) 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date total Awarded Shares not previously vested shall thereupon immediately become fully vested upon the Termination Date. b. For purposes of such terminationthis Agreement, and the unvested RSUs will be reconveyed to following terms shall have the Company without further consideration or any act or action by you.meanings set forth below:

Vesting. The RSUs have been credited to a bookkeeping account award will vest in three (“Account”3) on your behalf as equal annual installments of 33-1/3% of the grant date specified shares covered by the award beginning on the first annual anniversary of the Grant Date and subsequent installments will vest on the second and third annual anniversary of the Grant Date. Each installment shall vest and thereby all restrictions shall be removed on the installment so long as the Executive has remained in Continuous Service (as defined in the Grant Notice Plan) through the day immediately preceding the date on which the installment is scheduled to vest. The remaining shares of Restricted Stock which have not already vested shall vest and all restrictions shall be removed if the Executive’s termination of Continuous Service is because of death or Disability. In addition, the remaining shares of Restricted Stock which have not already vested shall vest and all restrictions shall be removed if the Executive’s termination of Continuous Service is (i) due to (a) a termination by Highland Hospitality, L.P. (the “Grant DateOperating Partnership”). Your Account will reflect the number of RSUs 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 (each, ) without Cause or a “Date of Vesting’”): a. as to all of the RSUs, on the Date of Vesting specified in the Grant Notice, provided that you are then still employed termination by the Company Executive for Good Reason (whether such termination without Cause or one of its subsidiaries; b. as to all of termination for Good Reason occurs before or after a Change in Control), or (b) a termination by the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon Executive following a Change in Control if for any reason in accordance with Section 6(d) of the Employment Agreement (ias hereinafter defined) by notice given by the Executive on or before the tenth (10th) business day following the Change in Control occurs while you are employed by the Company or one of its subsidiariesControl, and (ii) the RSUs are not assumed by Executive has signed a general release of claims which has become irrevocable, satisfactory to the surviving entity Operating Partnership in its reasonable exercise of its discretion, releasing the Operating Partnership, its affiliates, including the Corporation, and their officers, directors and employees, from any and all claims or otherwise equitably converted potential claims arising from or substituted in connection with related to the Executive’s employment or termination of Continuous Service. For purposes of this Agreement, the terms “Disability,” “Cause,” “Good Reason,” and “Change in Control; or d. as to all of ” shall have the RSUsmeaning provided for such terms in the Employment Agreement between the Executive, 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such terminationOperating Partnership, and the unvested RSUs will Corporation dated October 24, 2003 (the “Employment Agreement”). If the Executive has a termination of Continuous Service and such termination event does not result in accelerated vesting of the Restricted Stock, shares of Restricted Stock which have not vested shall be reconveyed forfeited and returned to the Company without further consideration or any act or action by youCorporation.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) ultimately earned by the Employee will vest on your behalf as the first trading day in April of the third year after the grant date specified in the Grant Notice (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs awarded 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 you as set forth in be determined on the Grant Noticebasis of the Company’s achievement of the performance criteria. Each RSU represents an unfundedNotwithstanding the foregoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; or (d) an involuntary Termination of Employment of the Employee's employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if (i) the Change in Control occurs while you are employed by of the Company or one occurs. For purposes of its subsidiaries and (ii) 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 are assumed by will be forfeited upon termination of the surviving entity or otherwise equitably converted or substituted in connection Employee's employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 5 Years of Service.

Vesting. The RSUs have been credited Subject to the Participant’s not having a bookkeeping account (“Account”) on your behalf Termination of Relationship and except as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs awarded to you as otherwise set forth in Section 7 hereof, 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 Options shall become non-forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable pursuant to this Section 3, the “Vested Options”) as follows: a. in such percentages as on such dates as set forth on the earliest to occur Certificate of Grant of this Award under “Vesting Schedule”; or b. in the event of a Termination of Relationship as a result of the following Participant’s death, Disability, or Retirement (other than a “Retirement with Notice” as defined below) (each, a “Special Termination”), the installment of Options scheduled to vest on the next Vesting Date immediately following such Special Termination shall immediately become Vested Options, and the remaining Options which are not then Vested Options shall be forfeited; c. upon a Termination of Vesting’”): a. Relationship as to all a result of the RSUsParticipant’s Retirement with Notice, any previously unvested Options shall remain outstanding and become Vested Options on the Date of normal scheduled future Vesting specified Date(s); d. in the Grant Noticeevent of (i) the occurrence of a Change of Control and (ii) thereafter, provided that you are then still employed a Termination of Relationship of the Participant by the Company or one any of its subsidiaries; b. as to all of the RSUs, upon the termination of your employment by reason of death, Disability Affiliates (or a Qualifying Retirement; c. as to all of the RSUs, upon a Change successors in Control if (iinterest) the Change in Control occurs while you are employed by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without Cause or your resignation by the Participant for Good Reason, in each within twenty-four (24) months following a Change in Control if (i) Reason that occurs prior to the second anniversary of the Change in Control occurs while you are employed by the Company or one of its subsidiaries and (iiControl, then each outstanding Option which has not theretofore become a Vested Option pursuant to Section 4(a) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of shall become a Vested Option on the date of such terminationTermination of Relationship; or e. except as otherwise provided above with respect to a Special Termination or Retirement with Notice, and upon a Termination of Relationship for any reason, the unvested RSUs will portion of the Option (i.e. , that portion which does not constitute Vested Options) shall terminate and cease to be reconveyed outstanding on the date the Termination of Relationship occurs and shall no longer be eligible to the Company without further consideration or any act or action by youbecome Vested Options.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”a) On any date before December 10, 2002, on your behalf as which the Company satisfies any of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs 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 performance goals (each, a “Date "Goal") set forth on Exhibit A annexed hereto, the Option will become exercisable for the number of Vesting’”): a. as to all Shares set forth opposite such Goal on Exhibit A. In the event that that any Goal has not been accomplished before December 10, 2002, the portion of the RSUsPerformance Stock Option relating to such Goal, as reflected on Exhibit A, shall expire. The right to purchase Shares under the Date Option shall be cumulative, so that if the full number of Vesting specified in Shares purchasable upon the Grant Noticemeeting of any Goal shall not be purchased, provided that you are then still employed by the balance may be purchased at any time or from time to time thereafter (regardless of whether the Company or one of its subsidiaries; b. as continues to all meet such Goal) but not after the expiration of the RSUsOption. Notwithstanding any of the foregoing, in no event may a fraction of a Share be purchased under the Option. The Company shall at all times during the term of this Contract reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Contract. (b) The Board (or the Stock Option Committee or any other designated committee of the Board) shall, in its reasonable judgment, determine whether any Goal has been satisfied or otherwise fulfilled. Any such determination of the Board (or the Stock Option Committee or any other designated committee of the Board) shall be conclusive and binding upon the termination Optionee without any right of your employment by reason approval or review. (c) This Option shall become immediately exercisable in full upon the occurrence of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon a Change in Control if (i) the as defined below). A Change in Control occurs while you are employed shall be deemed to have occurred if (1) there has occurred a change in control as the term "control" is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"); (2) when any "person" (as such term is ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇(▇)(9) and 13(d)(3) of the Exchange Act), except for an employee stock ownership trust (or any of the trustees thereof), becomes a beneficial owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the Company's then outstanding securities having the right to vote on the election of directors, unless the transaction in which such person becomes such a beneficial owner was approved by a vote of at least two-thirds of the directors then still in office who were directors before such transaction was consummated; (3) during any period of not more than two (2) consecutive years, individuals who at the beginning of such period constitute the Company's Board (the "Board"), and any new director whose election by the Company Board or one of its subsidiaries, and (ii) the RSUs are not assumed nomination for election by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control; or d. as to all Company's stockholders was approved by a vote of at least two-thirds (2/3) of the RSUsdirectors then still in office who were either directors at the beginning of the period or whose election or nomination for election was previously approved, 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. If your employment terminates cease for any reason other than as described in to constitute at least fifty-one percent (b51%) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by you.entire Board;

Vesting. The RSUs have been credited Except as specifically provided in this Agreement and subject to a bookkeeping account (“Account”) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs awarded to you as certain restrictions and conditions set forth in the Grant NoticePlan, the Awarded Shares shall vest as set forth below. Each RSU represents an unfundedAny Awarded Shares that become vested in accordance with this Section 3 shall be referred to as “Vested Shares” and any Awarded Shares that, unsecured right at the particular time of determination, have not become vested in accordance with this Section 3 shall be referred to receive Common Stockas “Non-Vested Shares.” a. Fifty percent (50%) of the Awarded Shares shall vest on the first date, subject if any, that the Total Enterprise Value equals or exceeds the First TEV Threshold, provided that (i) the Participant is employed by or providing services to the terms Company or a Subsidiary on that date and conditions stated in (ii) such date occurs on or before the Plan and this Grant Agreement. Your RSUs will vest and become non-forfeitable on the earliest to occur sixth (6th) anniversary of the following (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date of Vesting specified in Grant; and b. Fifty percent (50%) of the Grant NoticeAwarded Shares shall vest on the first date, if any, that the Total Enterprise Value equals or exceeds the Second TEV Threshold, provided that you are then still (i) the Participant is employed by or providing services to the Company or one of its subsidiaries; b. as to all a Subsidiary on that date and (ii) such date occurs on or before the sixth (6th) anniversary of the RSUsDate of Grant. Notwithstanding the foregoing, all Awarded Shares not previously vested shall immediately become vested in full upon the termination a Termination of your employment by reason of death, Disability or Service as a Qualifying Retirement; c. as to all result of the RSUsParticipant’s death or Total and Permanent Disability. In addition, upon in the event that (i) a Change in Control if (i) the Change in Control occurs while you are employed by the Company or one of its subsidiariesoccurs, and (ii) the RSUs are this Agreement is not assumed by the surviving entity corporation or otherwise equitably converted its parent, or substituted in connection with the surviving corporation or its parent does not substitute its own restricted shares, then immediately prior to the effective date of such Change in Control; or d. as , all Awarded Shares not previously vested shall thereupon immediately become fully vested. Notwithstanding anything herein to all the contrary, in the event of the RSUs, upon your termination Participant’s 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 Service by the Company or without Cause, the Non-Vested Shares shall remain outstanding for a period of one (1) year following such Termination of its subsidiaries and Service (iibut no later than the sixth (6th) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as anniversary of the date Date of Grant) and shall remain eligible for vesting in accordance with this Section 3; provided, that any Non-Vested Shares that do not become Vested Shares within the one (1) year period immediately following such termination, Termination of Service shall be immediately forfeited and the unvested RSUs will shall cease to be reconveyed to the Company without further consideration or any act or action by yououtstanding.

Vesting. The RSUs have been credited Qualified Plan Benefits and the Supplemental Retirement Benefit described in Section 4.2 (b)(i) shall be fully vested as of December 13, 2005. Upon the termination of Executive's employment he shall be entitled to receive all such benefits as provided in Section 4.2 (d). The Supplemental Retirement Benefit described in Section 4.2 (b)(ii) shall begin vesting on December 13, 2005 and shall, so long as Executive is employed by the Company, cumulatively vest thereafter in equal monthly installments at the rate of 1/120th per calendar month for 120 months (with the period from December 13 to December 31, 2005, inclusive, being considered a bookkeeping account “calendar month” for vesting purposes hereunder), except as follows; i.e., if during the term of this Agreement, and prior to full vesting: (i) Executive voluntarily terminates his employment (other than for “Account”Good Reason” as defined in the SPA) prior to December 13, 2010, then Executive shall be vested in zero percent of the Supplemental Retirement Benefit, except as provided in Sections 4.2(c)(iii), (iv) or (v) below; and if Executive voluntarily terminates his employment (other than for “Good Reason” as defined in the SPA) on your behalf as or after December 13, 2010, then with respect to the calendar year in which he so terminates his employment Executive shall vest 1/120th per calendar month up to and including the month of termination if such termination occurs after June 30 of such calendar year, and he shall not vest with respect to any calendar month in the first half of such calendar year if such termination occurs on or before June 30 thereof; (ii) Executive is terminated for cause pursuant to Section 7(c) prior to December 13, 2010, he shall be vested in zero percent of the grant date specified Supplemental Retirement Benefit; and if Executive is terminated for cause on or after December 13, 2010, he shall not be entitled to be vested for any interest for the calendar year in which he is terminated; (iii) Executive (a) voluntarily terminates his employment for “Good Reason” as defined in the Grant Notice SPA, or (the “Grant Date”). Your Account will reflect the number of RSUs awarded b) does not continue 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 (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date of Vesting specified in the Grant Notice, provided that you are then still be employed by the Company or one of its subsidiaries; b. as to all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon 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 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 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. If your employment terminates for any reason other than as described (i) his voluntary resignation without Good Reason, or (ii) his termination for cause, death, disability, or due to a change in (bcontrol, Executive shall in the circumstances contemplated under Sections 4.2(c)(iii)(a) or (d) b), above, you continue to vest in equal monthly installments at the rate of 1/120th per calendar month for the then-remaining balance of the term of this Agreement; (iv) Executive dies or becomes disabled, and (a) death or such disability occurs on or before December 12, 2010, then the Supplemental Retirement Benefit will forfeit all right, title and interest in and to vest at the unvested RSUs cumulative vesting level reached as of the date of Executive’s death or disability (i.e., in equal monthly installments, at the rate of 1/120th per calendar month, as hereinabove provided), or (b) death or such terminationdisability occurs on or after December 13, 2010, the Supplemental Retirement Benefit will vest 100 percent upon Executive’s death or disability; and Executive shall in either case be entitled to receive payments as described in Section 4.2 (d), except that if termination occurs as a result of disability, and Executive is receiving disability payments from the unvested RSUs Company, the Supplemental Retirement Benefit will be reconveyed to reduced so that the Company without further consideration combined Supplemental Retirement Benefit and disability benefit shall equal the amount described in Section 4.2(b)(ii); or (v) There is a Change of Control, and Executive is terminated or any act resigns for Good Reason in connection therewith, Executive will vest 100 percent immediately upon such termination or action by youresignation.”

Vesting. (a) The RSUs have been credited to 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 bookkeeping account (“Account”) on your behalf as Non-Employee Director of the grant date specified in the Grant Notice Company (the “Grant Date”or any of its Subsidiaries). Your Account will reflect the number of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfunded. (1) On , 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 non33-forfeitable on the earliest to occur 1/3% of the following Initial Grant shall become fully vested and nonforfeitable. (each2) On , a “Date of Vesting’”): a. as to all 33-1/3% of the RSUsInitial Grant shall become fully vested and nonforfeitable. (3) On , on the Date balance of Vesting specified the Initial Grant shall become fully vested and nonforfeitable. (b) The Regular 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 director of the Company (or any of its Subsidiaries). (1) On , 100% of the Regular Grant Notice, provided that you are then still employed by shall become fully vested and nonforfeitable. (c) If Participant ceases to be a Non-Employee Director of the Company or one any of its subsidiaries; b. as to all Subsidiaries for any reason other than death, disability within the meaning of Section 22(e)(3) of the RSUsInternal Revenue Code of 1986, upon as amended (“Disability”), or retirement from the termination Board as defined from time to time in the section entitled “Rotation of your employment the Directors” of the Company’s Corporate Governance Guidelines (“Retirement”), all Restricted Stock Units to the extent not yet vested under subsections (a) and (b) on the date Participant ceases to be a Non-Employee Director shall be forfeited by Participant without payment of any consideration to Participant therefor. (d) If Participant’s service as a Non-Employee Director of the Company (or any of its Subsidiaries) terminates by reason of death, Disability or a Qualifying Retirement; c. as , or if the Company is subject to all of the RSUs, upon a Change in Control if (ias defined below) the Change in Control occurs while you are employed by Participant is a Non-Employee Director of the Company (or one any of its subsidiariesSubsidiaries), and (ii) the 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 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and Participant’s interest in all Restricted Stock Units awarded hereunder shall become fully vested and to the unvested RSUs nonforfeitable as of the date of such terminationdeath, and Disability, Retirement or Change in Control. (e) The Committee may, in its sole discretion, accelerate the unvested RSUs will be reconveyed to 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 without further consideration or any act or action by youand its Subsidiaries, effective upon termination of such service.

Vesting. The RSUs have been credited to 3.1 Except as otherwise provided in this Agreement, provided that the Grantee has not incurred a bookkeeping account (“Account”) on your behalf Termination of Service as of the grant date specified applicable vesting date[, and further provided that any additional conditions and performance goals set forth in Schedule I (attached hereto) have been satisfied]1, the Grant Notice (Restricted Stock Units will vest and no longer be subject to any restrictions in accordance with the following schedule: [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] [VESTING DATE] [NUMBER OR PERCENTAGE OF UNITS THAT VEST ON THE VESTING DATE] 1 NTD: Add if performance goals are applicable. Once vested, the Restricted Stock Units become “Grant DateVested Units.”). Your Account 3.2 If the Grantee incurs a Termination of Service as the result of death or Disability, the Grantee will reflect become vested in the number of RSUs awarded Restricted Stock Units (rounded up to you the nearest whole unit) that would have become vested as set forth in of the anniversary of 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 Date next following (each, a “Date of Vesting’”):such Grantee’s death or Disability. a. as to all of the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon 3.3 If a Change in Control if (i) the Change in Control occurs while you are employed by the Company or one of its subsidiariesoccurs, and (ii) the RSUs are acquiring corporation either assumes this award of Restricted Stock Units, or substitutes new awards with respect to stock of the acquiring corporation, the Restricted Stock Units will not assumed by the surviving entity or otherwise equitably converted or substituted in connection with vest upon the Change in Control; or d. as to all of the RSUsprovided, upon your termination of employment without Cause or your resignation for Good Reasonhowever, in each the event that within twenty-four (24) months following a Change in Control if (i) Control, the Company terminates the Grantee’s employment without Cause, or the Grantee terminates employment with Good Reason, then, the Grantee will become fully vested with respect to all of the Restricted Stock Units granted pursuant to this Agreement that have not previously been vested. In the event a Change in Control occurs while you are employed by and the acquiring corporation does not assume this award of Restricted Stock Units or provide substitute awards, the Grantee will become fully vested with respect to all of the Restricted Stock Units granted pursuant to this Agreement that have not previously been vested. 3.4 Subject to Sections 3.2 and 3.3, the Grantee’s unvested Restricted Stock Units shall be automatically forfeited upon such Termination of Service and neither 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. If your employment terminates for nor any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and affiliate shall have any further obligations to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youGrantee under this Agreement.

Vesting. The RSUs have been credited One-sixth of the Performance Awards shall vest on the Effective Date and on each of December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024, in each case, so long as Executive remains continuously employed by the Company from the Effective Date through each such vesting date. Upon a termination of Executive’s employment with the Company by the Company for Cause, Executive will forfeit without consideration all vested (but unpaid) and unvested portions of the Performance Awards and all rights arising from the Performance Awards and from being a holder thereof. Upon a termination of Executive’s employment with the Company by the Company without Cause or as a result of a Resignation for Good Reason prior to December 31, 2024, (i) if such termination is on or within 12 months following a Change of Control (as defined below), any unvested portion of the Performance Awards shall become fully vested; (ii) if such termination is prior to a bookkeeping account (“Account”) on your behalf as Change of Control or more than 12 months following a Change of Control, one-half of any unvested portion of the grant date specified in Performance Awards shall become fully vested; (iii) after giving effect to the Grant Notice foregoing clauses (i) and (ii), Executive will forfeit without consideration all remaining unvested portions of the “Grant Date”). Your Account Performance Awards and all rights arising from such unvested portions of the Performance Awards and from being a holder thereof; and (iv) Executive will reflect retain all vested portions of the number of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfunded, unsecured right to receive Common Stock, Performance Awards subject to the terms and conditions stated set forth herein and in the Plan applicable award documentation. The accelerated vesting described in this paragraph shall be subject to Executive’s timely execution (and this Grant Agreement. Your RSUs will vest and become non-forfeitable on revocation in any time provided to do so) of a release of claims in a form reasonably satisfactory to the earliest to occur Company. For the avoidance of the following (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsdoubt, upon a Change in Control if termination of Executive’s employment with the Company as a result of Executive’s resignation other than a Resignation for Good Reason or Executive’s death or disability, Executive will (i) forfeit without consideration all unvested portions of the Change in Control occurs while you are employed by Performance Awards and all rights arising from such unvested portions of the Company or one of its subsidiaries, Performance Awards and from being a holder thereof and (ii) the 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 retain all vested portions of 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and Performance Awards subject to the unvested RSUs as of the date of such termination, terms and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youconditions set forth herein.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) on your behalf If the Participant’s Date of Termination has not occurred as of the grant date vesting dates specified in the Grant Notice below (the “Grant DateVesting Dates”). Your Account will reflect , then, the number of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfunded, unsecured right to receive Common StockParticipant shall be entitled, subject to the terms and conditions stated in applicable provisions of the Plan and this Grant Agreement having been satisfied, to receive on or within a reasonable time after the applicable Vesting Dates, on accumulative basis, the number of shares of Stock determined by multiplying the aggregate shares of Stock subject to the Award by the designated percentage set forth opposite the Vesting Date. Once vested pursuant to the terms of this Agreement, the Restricted Stock shall be deemed “Vested Stock.” «VestDate1» 25 % «VestDate2» 25 % «VestDate3» 25 % «VestDate4» 25 % The Participant shall forfeit the unvested portion of the Award (including the underlying Restricted Stock and “Accrued Dividends,” as such term is hereinafter defined) upon the occurrence of the Participant’s Date of Termination unless the Award becomes vested under the circumstances described in paragraphs (i), (ii) or (iii) below. (i) The Award shall become fully vested upon the occurrence of a Change of Control Event which occurs prior to the Participant’s Date of Termination. Your RSUs will vest However, if the Participant’s employment with the Company, the Subsidiaries, and the Affiliated Entities commenced less than 90 days before the Change of Control Event, (I) the Award shall become non-forfeitable fully vested under this subsection (i) only if the Participant’s Date of Termination has not occurred before the 90th day following such date of hire, (II) the Award shall become vested under this sentence on the earliest 90th day following such date of hire. (ii) If the Participant’s Date of Termination occurs under circumstances in which the Participant is entitled to occur of severance benefits from the following (eachCompany, a “Date Subsidiary, or an Affiliated Entity under an employment agreement, severance agreement, or the Devon Energy Corporation Severance Plan, and the Participant signs and returns to the Company a release of Vesting’”): a. as to all of claims against the RSUs, on the Date of Vesting specified Company in the Grant Notice, provided that you are then still employed a form prepared by the Company (the “Release”), the Award shall become fully vested upon the date the Release becomes effective and the Restricted Stock shall be released within a reasonable time after the applicable Vesting date. If the Participant fails to sign and return the Release to the Company or one revokes the Release prior to the date the Release becomes effective, the unvested shares of Restricted Stock subject to the Award shall be forfeited. (iii) The Committee may in its subsidiaries; b. as sole and absolute discretion elect to vest all or a portion of the RSUsunvested shares, subject to the Award upon the termination Participant’s Date of your employment Termination if the Participant’s Date of Termination occurs by reason of the Participant’s death, Disability Disability, occurs on or a Qualifying Retirement; c. after the Participant’s Normal Retirement Date (as to all of such term is defined in the RSUsCompany’s Retirement Plan) or Early Retirement Date (as such term is defined in the Company’s Retirement Plan), upon a Change in Control if or occurs under other special circumstances (i) the Change in Control occurs while you are employed as determined by the Company or one of its subsidiaries, and (ii) the 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 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youCommittee).

Vesting. The RSUs have been credited to a bookkeeping account (“Account”a) On any date before December 10, 2002, on your behalf as which the Company satisfies any of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs 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 performance goals (each, a “Date "Goal") set forth on Exhibit A annexed hereto, the Option will become exercisable for the number of Vesting’”): a. as to all Shares set forth opposite such Goal on Exhibit A. In the event that that any Goal has not been accomplished before December 10, 2002, the portion of the RSUsPerformance Stock Option relating to such Goal, as reflected on Exhibit A, shall expire. The right to purchase Shares under the Date Option shall be cumulative, so that if the full number of Vesting specified in Shares purchasable upon the Grant Noticemeeting of any Goal shall not be purchased, provided that you are then still employed by the balance may be purchased at any time or from time to time thereafter (regardless of whether the Company or one of its subsidiaries; b. as continues to all meet such Goal) but not after the expiration of the RSUsOption. Notwithstanding any of the foregoing, in no event may a fraction of a Share be purchased under the Option. The Company shall at all times during the term of this Contract reserve and keep available such number of shares of Common Stock as will be sufficient to satisfy the requirements of this Contract. (b) The Board (or the Stock Option Committee or any other designated committee of the Board) shall, in its reasonable judgment, determine whether any Goal has been satisfied or otherwise fulfilled. Any such determination of the Board (or the Stock Option Committee or any other designated committee of the Board) shall be conclusive and binding upon the termination Optionee without any right of your employment by reason approval or review. (c) This Option shall become immediately exercisable in full upon the occurrence of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon a Change in Control if (i) the as defined below). A Change in Control occurs while you are employed shall be deemed to have occurred if (1) there has occurred a change in control as the term "control" is defined in Rule 12b-2 promulgated under the Securities Exchange Act of ▇▇▇▇ (▇▇▇ "▇▇▇▇▇▇▇▇ ▇▇▇"); (2) when any "person" (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), except for an employee stock ownership trust (or any of the trustees thereof), becomes a beneficial owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the Company's then outstanding securities having the right to vote on the election of directors, unless the transaction in which such person becomes such a beneficial owner was approved by a vote of at least two-thirds of the directors then still in office who were directors before such transaction was consummated; (3) during any period of not more than two (2) consecutive years, individuals who at the beginning of such period constitute the Company's Board (the "Board"), and any new director whose election by the Company Board or one of its subsidiaries, and (ii) the RSUs are not assumed nomination for election by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control; or d. as to all Company's stockholders was approved by a vote of at least two-thirds (2/3) of the RSUsdirectors then still in office who were either directors at the beginning of the period or whose election or nomination for election was previously approved, 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. If your employment terminates cease for any reason other than as described in to constitute at least fifty-one percent (b51%) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by you.entire Board;

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) ultimately earned by the Employee will vest on your behalf as of the grant date specified in the Grant Notice [Vest Date] (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs awarded 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 you as set forth in be determined on the Grant Noticebasis of the Company’s achievement of the performance criteria. Each RSU represents an unfundedNotwithstanding the foregoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if of the Company occurs; or (ie) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs while you are employed 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 or one achieved “target” performance on each of its subsidiaries and (ii) the performance measures, resulting in the payment of 100% of the target award amount of this grant. All RSUs are assumed by will be forfeited upon termination of the surviving entity or otherwise equitably converted or substituted in connection Employee’s employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 10 Years of Service.

Vesting. (a) No portion of the shares of Common Stock that the Grantee is entitled to receive will be issued until such portion has vested. The RSUs shall vest with respect to [1/4th of the Shares at the first anniversary of the Effective Date and as to 1/36th of the remaining Shares at the end of each successive month thereafter, until all of the Shares have been credited to a bookkeeping account (“Account”) on your behalf vested] OR [one-half of the Shares as of the grant date specified that is six months following the Effective Date and the remaining one-half of the Shares as of the date that is 12 months from the Effective Date], provided that the Grantee is then, and since the Grant Date has remained, in Continuous Employment. (b) [Notwithstanding the foregoing, in the Grant Notice (event of the “Grant Date”). Your Account will reflect Involuntary Termination Without Cause of the number Grantee’s employment within the term of RSUs awarded to you as set forth in this Award, the Grant Notice. Each RSU represents an unfunded, unsecured right to receive Common Stock, vesting of the Award shall be accelerated such that all of the unvested Shares subject to the terms and conditions stated in RSUs that would have become vested during the Plan and term of this Grant Agreement. Your RSUs Award but for the Involuntary Termination Without Cause (assuming the Grantee’s Continuous Service Status) will so vest and become non-forfeitable on the earliest to occur as of the following (eacheffective date of such Involuntary Termination Without Cause. For purposes of this Agreement, an “Involuntary Termination Without Cause” is a “Date of Vesting’”): a. as to all of the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment that occurs by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon 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 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 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. If your employment terminates Grantee’s dismissal for any reason other than as described Cause or the Grantee’s voluntary resignation following: (i) a change in the position the Grantee accepted with the Company or its Subsidiary that materially reduces the Grantee’s level of responsibility, (bii) a material reduction in the Grantee’s base salary, or (diii) above, you the Grantee’s relocation by more than 50 miles from the principal office where the Grantee’s employment is located at the commencement of employment with the Company; provided that (ii) and (iii) will forfeit all right, title and interest in and apply only if the Grantee has not consented to the unvested RSUs as change or relocation. “Cause” shall mean the commission of (i) any act of fraud or embezzlement by the Grantee, (ii) any intentional unauthorized use or disclosure by the Grantee of confidential information or trade secrets of the date Company (or any Parent or Subsidiary), or (iii) any act of such termination, and dishonest or other intentional misconduct by the unvested RSUs will be reconveyed to Grantee adversely affecting the business affairs of the Company without further consideration (or any act Parent or action by you.Subsidiary) in a material manner. The foregoing definition shall not be deemed to be inclusive of all the acts or omissions which the Company (or any Parent or Subsidiary) may consider as grounds for the dismissal or discharge of the Grantee’s employment with the Company (or any Parent or Subsidiary).”]1

Vesting. (a) The RSUs have been credited Restricted Stock shall become vested and cease to a bookkeeping account be Restricted Stock (“Account”) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfunded, unsecured right to receive Common Stock, but still subject to the other terms and conditions stated in of the Plan and this Grant Agreement. Your RSUs will vest and become non-forfeitable on ) as follows if the earliest to occur of the following (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date of Vesting specified in the Grant Notice, provided that you are then still Executive has been continuously employed by the Company or one its subsidiaries within the meaning of its subsidiaries; b. as to all Section 424 of the RSUsInternal Revenue Code of 1986, upon as amended (the "Control Group") until such dates: August 10, 2016 6,830 August 10, 2017 6,830 August 10, 2018 6,830 (b) Other than as may be provided for under this Agreement, there shall be no proportionate or partial vesting in the periods prior to the appropriate vesting date and all vesting shall occur only on the appropriate vesting date. (c) When any Restricted Stock becomes vested, the Company shall promptly issue and deliver to the Executive a new stock certificate registered in the name of the Executive for such shares without the legend set forth in Section 4 hereof and deliver to the Executive any related other RS Property. (d) If the Company terminates Executive’s employment without Cause prior to August 10, 2017, the first two tranches of the Restricted Stock shall, to the extent not already vested, vest on the Executive’s termination date, and the balance of the Restricted Stock shall be cancelled and forfeited in its entirety as of the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all date in accordance with the terms and conditions of the RSUs, upon a Change in Control if Plan. (ie) the Change in Control occurs while you are employed by If the Company or one of its subsidiaries, and (ii) terminates the 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 the RSUs, upon your termination of Executive’s employment without Cause or your resignation the Executive terminates his employment for Good ReasonReason upon, in each or within twenty-four (24) months following following, a Change in Control if as defined in Appendix A hereto, all shares of Restricted Stock shall become immediately vested and cease to be Restricted Stock. (f) In the event of the Executive's death, disability, or resignation without Good Reason, Executive shall forfeit to the Company, without compensation, all unvested shares of Restricted Stock; provided that (i) in the Change event of the death or disability of the Executive or (ii) in Control occurs while you are the event that the Executive ceases to be employed by the Company or one any subsidiary or affiliate of the Company as a result of the closing, sale, spin-off or other divestiture of any operation of the Company, the Compensation Committee, in its subsidiaries sole discretion, may, but shall not be obligated to, fully vest and (ii) the RSUs are assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control. If your employment terminates for any reason other than as described in (b) or (d) above, you will not forfeit all right, title and interest in and to the unvested RSUs as or any portion of the date of such terminationExecutive's Restricted Stock. (g) If the Executive terminates his employment without Good Reason or the Company terminates Executive’s employment for Cause prior to August 10, and the unvested RSUs will be reconveyed 2017, (in each case, a “Non-Qualifying Termination”), Executive shall pay to the Company without further consideration or and the Company shall be entitled to recover, within ten (10) business days from the Executive’s termination date, a lump sum payment in cash equal to the aggregate value of the vested portion of the Restricted Stock at vesting (based on the per-share closing price of the Company’s Common Stock on the vesting date), net of any act or action taxes that had been withheld by youthe Company upon the vesting of such Restricted Stock. Notwithstanding the foregoing, upon a Non-Qualifying Termination, in the event that any portion of the Restricted Stock has not vested, such portion of the Restricted Stock shall be cancelled and forfeited in its entirety in accordance with the terms and conditions of the Plan.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”a) on your behalf An Award shall become Vested only upon the Vesting Dates described in this Section 3, except as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs 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 (each, a “Date of Vesting’”): a. as to all of the RSUs, on the Date of Vesting specified in the Grant Notice, otherwise provided that you are then still employed herein or determined by the Company or one in its sole discretion. No portion of its subsidiaries; b. as to all any Award shall become Vested on the Vesting Date unless the Director is then, and since the Grant Date has continuously been, a Director of the RSUsCompany. (b) Subject to subsections (c), upon (d) and (e), below, an Award shall become Vested based on the termination following schedule. VESTING DATE PERCENTAGE VESTED ON ANNIVERSARY DATE First Anniversary of your employment by reason Grant Date 25% Second Anniversary of death, Disability or a Qualifying Retirement;Grant Date 25% Third Anniversary of Grant Date 25% Fourth Anniversary of Grant Date 25% c. as to all (c) Upon the occurrence of the RSUs, upon a Change in Control if (i) Control, the Change in Control occurs while you are employed by length of the Company or one of its subsidiariesDirector's service shall be deemed to be twelve months longer than the actual length, and (ii) the RSUs are not assumed by the surviving entity Vested shares shall be distributed immediately prior to or otherwise equitably converted or substituted in connection coincident with the Change in Control; orprovided, however, that in no event shall such deemed time extension serve to increase the number of Vested shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. d. as to all (d) Notwithstanding Section 3(b), if the service of the RSUsDirector terminates by reason of death or disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), upon your termination the length of employment without Cause or your resignation for Good Reasonthe Director's service shall be deemed to be six months longer than the actual length; provided, however, that in no event shall such deemed time extension serve to increase the number of Vested shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (e) Notwithstanding Section 3(b), in each within twentythe event that the Director has completed the full term of service as a Director for which he or she was elected at an Annual Meeting of Stockholders of the Company, but is not standing for re-four (24) months following election to a Change in Control if (i) subsequent term as a Director at the Change in Control occurs while you are employed by Annual Meeting of Stockholders of the Company at which he or one she would otherwise have been re-elected (the "Retirement Meeting"), all Award shares which are scheduled to vest subsequent to the Retirement Meeting but within the same fiscal quarter in which the Retirement Meeting is held shall become Vested shares as of its subsidiaries and the date immediately preceding such Retirement Meeting; provided, however, that in no event shall such deemed time extension serve to increase the number of Vested Shares to more than the number of shares of Common Stock as equals that number of Units which have been awarded hereunder. (iif) In the RSUs are assumed by event that the surviving entity or otherwise equitably converted or substituted in connection with Director's tenure as a member of the Change in Control. If your employment Company's Board of Directors terminates prior to a Vesting Date for any reason other than as described set forth in (b) this Section 3, including without limitation termination by the Company or (d) abovethe Company Group, you will forfeit all right, title and interest in and to the unvested RSUs as any portion of the date of such termination, and the unvested RSUs Award that has not then become Vested will be reconveyed to the Company without further consideration or any act or action by youforfeited automatically.

Vesting. The RSUs have been credited This option is only exercisable before it expires and then only with respect to the vested portion of this option. Subject to the preceding sentence, you may exercise this option, in whole or in part, to purchase a bookkeeping account (“Account”) on your behalf as whole number of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect vested shares not less than 100 shares, unless the number of RSUs awarded to you as shares purchased is the total number available for purchase under this option, by following the procedures 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 below in this Grant Agreement. Your RSUs will vest and become nonright to purchase shares of Stock under this option vests as to one-forfeitable fourth (1/4) of the total number of shares covered by this option, as shown on the earliest to occur cover sheet, on the one-year anniversary of the following Vesting Start Date (each“Anniversary Date”), provided you then continue in Service. Thereafter, for each such vesting date that you remain in Service, the number of shares of Stock which you may purchase under this option shall vest at the rate of one-fourth (1/4) per year as of each Anniversary Date. The resulting aggregate number of vested shares will be rounded to the nearest whole number, and you cannot vest in more than the number of shares covered by this option. Notwithstanding the exercise periods described above, if (a) a “Date transaction is made and consummated involving the sale of Vesting’”): a. as to all or substantially all of the RSUsCompany’s assets, on or the Date sale of Vesting specified a majority of its outstanding shares, whether by way of merger, consolidation, business combination or otherwise; (b) a tender offer or exchange offer is made and consummated in a transaction for the ownership of securities of the Company representing more than 50 percent of the combined voting power of the Company’s then outstanding voting securities; (c) you terminate your employment with the Company for Good Reason; (d) the Company terminates your employment without Cause; or (e) your Service terminates because of your death or Disability (as defined below), then your vesting rights under this Agreement shall be immediately accelerated and you (or your estate or heirs in the Grant Notice, event of your death) shall be immediately entitled to exercise all option rights granted under this Agreement to the extent not then exercisable and not yet canceled or terminated; provided that you are then still employed by such option rights must be exercised, if at all, within ten years from the Company or one of its subsidiaries; b. as to all Effective Date. [Any transaction of the RSUs, upon the type described in either of clause “(a)” or clause “(b)” above shall hereinafter be referred to as a “Change of Control Transaction”]. Upon termination of your employment by reason Service, including Service credited during the period of any non-competition covenant with the Company, this option will terminate to the extent it is not vested. Your option will expire in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Grant Date, as shown on the cover sheet. You may exercise the vested portion of your option at any time prior to that expiration date. In the event of your death, Disability your estate or a Qualifying Retirement; c. as heirs may exercise the vested portion of your option at any time prior to all of the RSUs, upon 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 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 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youthat expiration date.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs 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 This cash incentive Award will vest and become non-forfeitable on the earliest to occur payable upon final determination of the following amount, if any, to be paid by the Committee, provided, however, that if such determination is made by the Committee prior to the Corporation’s filing with the Securities and Exchange Commission (each“SEC”) of its Annual Report on Form 10-K that relates to the financial results for the Performance Period, a “Date then the cash incentive amount to be paid hereunder will not vest and become payable until after such filing is complete. Notwithstanding the foregoing, this cash incentive Award shall immediately vest (at the maximum Bonus Percentage of Vesting’”): a. as to all 50% of Recipient’s Bonus Opportunity) and become payable upon the occurrence of the RSUs, on the Date of Vesting specified in the Grant Notice, provided that you are then still employed by the Company or one of its subsidiaries;following: b. as to all of the RSUs, upon the (a) termination of your Recipient’s employment by reason of death, the death or Disability or a Qualifying Retirement;of Recipient; or c. as to all (b) Recipient’s employment is terminated by the Corporation in anticipation of the RSUs, upon a Change in of Control, or (c) Recipient is employed by the Corporation or an affiliate thereof at the time a Change of Control if occurs, and at any time during the 18-month period following such Change of Control (provided that any cash incentive payment provided for hereunder shall have not already become due and been paid): (i) the Change in Control occurs while you are employed Recipient’s employment is terminated by the Company Corporation or one of its subsidiaries, and (ii) the 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 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. If your employment terminates an affiliate thereof for any reason other than as described for death, Disability or Cause, or (ii) Recipient terminates his/her employment for Good Reason within one year following the initial existence of the conditions giving rise to such Good Reason; provided, however, that in (b) or (d) above, you will forfeit all right, title and interest in and the event any of the foregoing triggering events occurs after the end of the Performance Period but prior to the unvested RSUs as vesting of the date Award, then the amount of such terminationthe cash incentive payment to Recipient shall be the amount that would be due hereunder based on the performance of the Corporation calculated in accordance with the applicable Bonus Percentage set forth in Schedule A hereto, determined based on the Corporation’s Adjusted EBITDA, multiplied by Recipient’s Bonus Opportunity, and such award shall not vest and become payable until final determination of the unvested RSUs will amount to be reconveyed paid by the Corporation and the Committee (or, if such determination is made prior to the Company without further consideration or any act or action by youCorporation’s filing with the SEC of its Annual Report on Form 10-K that relates to the financial results for the Performance Period, then after such filing is complete).

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) ultimately earned by the Employee will vest on your behalf as of the grant date specified in the Grant Notice [Vest Date] (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 5 Years of Service, the RSUs awarded 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 you as set forth in be determined on the Grant Noticebasis of the Company’s achievement of the performance criteria. Each RSU represents an unfundedNotwithstanding the foregoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 5 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee’s employment by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if of the Company occurs; or (ie) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs while you are employed pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then-completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company or one achieved “target” performance on each of its subsidiaries and (ii) the performance measures for such year(s), resulting in the payment of 100% of the one-third of the total target RSU award amount of this grant relating to such year(s). All RSUs are assumed by will be forfeited upon termination of the surviving entity or otherwise equitably converted or substituted in connection Employee’s employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as described in (b) death, Disability or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to retirement from the Company without further consideration upon or any act or action by youafter attaining age 62 and 5 Years of Service.

Vesting. The RSUs (a) So long as the Grantee continues to be Employed through the applicable vesting date, the Restricted Stock shall vest as to one-third of such Shares on each of the third, fourth and fifth anniversaries of the Effective Date. (b) Notwithstanding the foregoing, if the Grantee’s Employment is terminated without Cause by the Company Group or by the Grantee for Good Reason, the Restricted Stock shall become vested, to the extent not previously vested, as of immediately prior to such termination: (i) if such termination occurs at least six months after the Effective Date but prior to the first anniversary of the Effective Date, with respect to 20% of the Restricted Stock; or (ii) if such termination occurs on or after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date, with respect to the total percentage of the Restricted Stock that would have been credited vested as of such termination date, if the Restricted Stock had originally vested with respect to a bookkeeping account 20% of such Shares on each of the first five anniversaries of the Effective Date; provided, however, that in any event, if such termination occurs on or subsequent to the first date, following an Initial Public Offering (“Account”) as defined in the Stockholder’s Agreement), on your behalf which the Sponsors, collectively, are the Beneficial Owners of less than 40% of the aggregate number of shares of Common Stock of which the Sponsors, collectively, are the Beneficial Owners as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect , then the number of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfundedRestricted Stock shall become vested, unsecured right to receive Common Stock, subject to the terms and conditions stated in extent not previously vested, with respect to 100% of the Plan and this Grant Agreement. Your RSUs will vest and become non-forfeitable Restricted Stock. (c) Notwithstanding any of Section 3(a) or (b) above, upon a Change of Control on a date when the Grantee is Employed with any member of the Company Group (disregarding any termination occurring on the earliest to occur date of the following (eachChange of Control), a “Date of Vesting’”): a. as any then-outstanding and unvested Restricted Stock shall automatically become vested, to all the extent not previously vested, with respect to 100% of the RSUsRestricted Stock immediately prior to the Change of Control. (d) Any Shares that become vested pursuant to this Section 3 shall be referred to as “Vested Restricted Stock.” (e) Subject to the provisions of Section 3(b) above, on if the Date of Vesting specified in Grantee’s employment with the Grant Notice, provided that you are then still employed Company Group is terminated for any reason by the Company or one of its subsidiaries; b. as to all any member of the RSUsCompany Group, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon a Change in Control if (i) the Change in Control occurs while you are employed by the Company or one of its subsidiariesGrantee, and (ii) the RSUs are any Restricted Stock that has not assumed yet become Vested Restricted Stock at such time shall be forfeited by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control; or d. as to all of the RSUs, upon your termination of employment Grantee 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youtherefor.

Vesting. The RSUs (a) So long as the Grantee continues to be Employed through the applicable vesting date, the Restricted Stock shall vest as to 25% of such Shares on each of April 1, 2015, April 1, 2016, April 1, 2017 and April 1, 2018. (b) Notwithstanding the foregoing, if the Grantee’s Employment is terminated without Cause by the Company Group or by the Grantee for Good Reason, the Restricted Stock shall become vested, to the extent not previously vested, as of immediately prior to such termination: (i) if such termination occurs at least six months after the Effective Date but prior to the first anniversary of the Effective Date, with respect to 25% of the Restricted Stock; or (ii) if such termination occurs on or after the first anniversary of the Effective Date but prior to the third anniversary of the Effective Date, with respect to the total percentage of the Restricted Stock that would have been credited vested as of such termination date, if the Restricted Stock had originally vested with respect to a bookkeeping account 25% of such Shares on each of the first four anniversaries of the Effective Date; provided, however, that in any event, if such termination occurs on or subsequent to the first date, following an Initial Public Offering (“Account”) as defined in the Stockholder’s Agreement), on your behalf which the Sponsors, collectively, are the Beneficial Owners of less than 40% of the aggregate number of shares of Common Stock of which the Sponsors, collectively, are the Beneficial Owners as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect , then the number of RSUs awarded to you as set forth in the Grant Notice. Each RSU represents an unfundedRestricted Stock shall become vested, unsecured right to receive Common Stock, subject to the terms and conditions stated in extent not previously vested, with respect to 100% of the Plan and this Grant Agreement. Your RSUs will vest and become non-forfeitable Restricted Stock. (c) Notwithstanding any of Section 3(a) or (b) above, upon a Change of Control on a date when the Grantee is Employed with any member of the Company Group (disregarding any termination occurring on the earliest to occur date of the following (eachChange of Control), a “Date of Vesting’”): a. as any then-outstanding and unvested Restricted Stock shall automatically become vested, to all the extent not previously vested, with respect to 100% of the RSUsRestricted Stock immediately prior to the Change of Control. (d) Any Shares that become vested pursuant to this Section 3 shall be referred to as “Vested Restricted Stock.” (e) Subject to the provisions of Section 3(b) above, on if the Date of Vesting specified in Grantee’s employment with the Grant Notice, provided that you are then still employed Company Group is terminated for any reason by the Company or one of its subsidiaries; b. as to all any member of the RSUsCompany Group, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon a Change in Control if (i) the Change in Control occurs while you are employed by the Company or one of its subsidiariesGrantee, and (ii) the RSUs are any Restricted Stock that has not assumed yet become Vested Restricted Stock at such time shall be forfeited by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control; or d. as to all of the RSUs, upon your termination of employment Grantee 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. If your employment terminates for any reason other than as described in (b) or (d) above, you will forfeit all right, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to the Company without further consideration or any act or action by youtherefor.

Vesting. (a) The RSUs have been credited to a bookkeeping account (“Account”) on your behalf as of the grant date specified in the Grant Notice (the “Grant Date”). Your Account will reflect the number of RSUs 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 Award shall vest and become nonunrestricted at the rate of one-forfeitable third of the Award per each vesting date, for the period commencing on the earliest to occur of the following (eachGrant Date and ending on July 1, a “Date of Vesting’”): a. as to all of the RSUs, on the Date of Vesting specified in the Grant Notice2008, provided that you are then still the Participant is continuously employed by with the Company or one of its subsidiaries;through each such vesting date for such Shares to vest, as shown immediately below (except as otherwise provided herein) (each a “Vesting Date”): July 1, 2006 23,333 July 1, 2007 23,334 July 1, 2008 23,333 b. as to all of (b) If the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUs, upon Company shall undergo a Change in Control (as defined in Section 10(a) of the Participant’s Employment Agreement with the Company dated June 29, 2005 (the “Employment Agreement”)), any then-unvested Shares shall then vest and become unrestricted if and to the extent that then-unvested Awards of Restricted Stock or Restricted Stock Units granted to other senior executives of the Company become vested thereupon. (c) If the Participant’s employment with the Company is terminated (i) the Change in Control occurs while you are employed by the Company without Cause (as defined in Section 7(c) of the Employment Agreement) or one due to the Participant’s Disability (as defined in Section 7(a) of its subsidiariesthe Employment Agreement)), and (ii) the RSUs are not assumed by the surviving entity Participant for Good Reason (as defined in Section 7(e) of the Employment Agreement) or otherwise equitably converted or substituted in connection (iii) due to the Participant’s death, then any Shares of Restricted Stock unvested on the date of termination shall immediately fully vest and become unrestricted. (d) If the Participant’s employment with the Change in Control; or d. as to all of 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. If your employment terminates for any reason other than as described provided in (bSection 2(c) or (d) abovehereof, you will forfeit all right, title and interest in and to the unvested RSUs portion of the Award which is not vested as of the date of termination shall be forfeited by the Participant and such termination, and portion shall be cancelled by the unvested RSUs will be reconveyed Company. The Participant irrevocably grants to the Company without further consideration or the power of attorney to transfer any act or action unvested Shares forfeited to the Company and agrees to execute any document required by youthe Company in connection with such forfeiture and transfer. (e) Upon the vesting of Shares of Restricted Stock pursuant to this Section 2, all restrictions on such vested Shares shall lapse and such Shares shall become unrestricted and freely transferable.

Vesting. The RSUs have been credited to a bookkeeping account (“Account”) ultimately earned by the Employee will vest on your behalf as of the grant date specified in the Grant Notice [Vest Date] (the “Grant Vesting Date”). Your Account Upon the Vesting Date, the RSUs will reflect be immediately settled in shares of Common Stock and will be immediately transferable thereafter. In the number event of the Employee’s retirement from the Company upon or after attaining age 62 and 10 Years of Service, the RSUs awarded 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 you as set forth in be determined on the Grant Noticebasis of the Company’s achievement of the performance criteria. Each RSU represents an unfundedNotwithstanding the foregoing, 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 will be immediately settled in shares of Common Stock and be immediately transferable thereafter (but in any event within 70 days) upon the earliest to occur occurrence of any of the following events: (eacha) 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, a “provided, if the Employee has attained (or could have attained) age 62 and 10 Years of Service prior to the Expiration Date of Vesting’”): a. the Employee’s Award, this Section 1(c) shall not be applicable and, as to all of such, the RSUs, on the Date 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 all of the RSUs, upon the termination of your employment by reason of death, Disability or a Qualifying Retirement; c. as to all of the RSUsEmployee’s Award shall not vest and be settled under this Section 1(c). For purposes herein, upon a Change in Control if (i) Control, the successor corporation shall be deemed to have assumed the Awards that remain outstanding under the Plan as of the effective date of the Change in Control occurs while you if and only if such Awards are employed either (i) assumed or continued by the successor corporation, preserving the terms and conditions and existing value of the Awards as of the effective date of the Change in Control or (ii) replaced by the successor corporation with equity awards that preserve the existing value of the Awards as of the effective date of the Change in Control and provide terms and conditions that are the same or more favorable to the participants as those existing as of the effective date of the Change in Control and that otherwise comply with, and do not result in a violation of, Section 409A of the Code, which replacement shall be subject to the Compensation Committee’s approval; (d) an involuntary Termination of Employment of the Employee by the Company or one of its subsidiaries, and (ii) the 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 the RSUs, upon your termination of employment without for reasons other than Cause or your resignation for Good Reason, in each within twenty-four (24) calendar months following the month in which a Change in Control if of the Company occurs; or (ie) a voluntary Termination of Employment by the Employee for Good Reason within twenty-four (24) calendar months following the month in which a Change in Control of the Company occurs while you are employed pursuant to a notice of termination of employment delivered to the Company by the Employee. For purposes of determining the amount of the resulting award in such an event, the number of RSUs relating to any then- completed year(s) in the performance period that are deemed earned will be determined based on actual performance and, for any year(s) that have not then been completed, it will be assumed that the Company or one achieved “target” performance on each of its subsidiaries and (ii) the performance measures for such year(s), resulting in the payment of 100% of the one-third of the total target RSU award amount of this grant relating to such year(s). All RSUs are assumed by will be forfeited upon termination of the surviving entity or otherwise equitably converted or substituted in connection Employee’s employment with the Change in Control. If your employment terminates Employer before the Vesting Date for any a reason other than as death, Disability, the circumstances of a Change in Control described in (b) or (d) above, you will forfeit all rightas provided for by the Company’s Executive Severance Pay Plan under the circumstances described above, title and interest in and to the unvested RSUs as of the date of such termination, and the unvested RSUs will be reconveyed to or retirement from the Company without further consideration upon or any act or action by you.after attaining age 62 and 10