Common use of Vesting Clause in Contracts

Vesting. (a) Unless otherwise provided in this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Award Units granted under this Agreement shall vest and become payable in cash Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): ), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount number of the Award Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (xi) the total amount number of the Award Units that is are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (yii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount number of the Award Units that is are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award Units that is are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount number of Units that may be eligible to vest to a number that is greater than the Award that becomes payable or pay any amount number of Units determined in accordance with the Award if the Performance Goals for the Performance Period are not attainedforegoing sentence, but it retains the sole discretion to reduce the amount number of the Award Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award Shares until the Committee determines and certifies in writing that the applicable Performance Goals Units have been attained and that the Award has vested. Prior to settlement, the Award represents Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless The performance period for the PRSUs shall be the period beginning January 1, 2023 and ending on December 31, 2025 (or, if earlier and as otherwise provided in this Agreement, the Award granted under this Agreement shall vest and become payable consummation of a Change in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (iControl) to the extent the performance goals (the “Performance GoalsMeasurement Period”) applicable ). Subject to the performance period (terms and conditions of this Agreement, the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each number of the Vesting Dates. The amount of the Award PRSUs that shall be eligible to vest on each of the Vesting Dates deemed earned and vested, if any, shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment achievement of the performance metrics set forth on Exhibit A (such performance metrics, the “Performance Goals in accordance Metrics”) over the Measurement Period, with Section 2(b) hereof, divided by (y) the number of Vesting Dates. PRSUs that may be earned and vested ranging from zero to 200% of the Target PRSUs. Any PRSUs (band 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 after following the completion end of the Performance Period and no later than the first Vesting DateMeasurement Period, the Committee shall determine the actual level of attainment achievement of the Performance Goals; providedMetrics and the percentage of the Target PRSUs earned pursuant to such criteria (the date of such determination, howeverthe “Determination Date”). As soon as ​ ​ reasonably practicable following the Determination Date (but no later than March 15th of the year following the year in which the end of the Measurement Period occurs), that all earned and vested PRSUs shall be settled. (b) In the event of the occurrence of a Change in Control during the Measurement Period where the PRSUs are not assumed or exchanged for an equivalent substitute award by the Company or its successor: (i) If the Participant is employed by the Company as of the Change in Control, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination Target PRSUs as of the level of attainment of Performance Goals shall be certified Change in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated Control as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for 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 without cause (as defined in the Plan) or on account of the Participant’s death or disability, then (w) the effective date of the Change in Control shall be the last day of the Measurement Period, (x) the Participant shall earn and vest in the Pro Rata Portion (pursuant to Section 6(b)) of the Target PRSUs as of the Change in Control as if the Performance Period are not attainedMetrics had been achieved at the Target level set forth in Exhibit A, but it retains (y) such Target PRSUs shall be settled on the sole discretion to reduce the amount effective date of the Award Change of Control and (z) any PRSUs (and any related Dividend Equivalents) that would otherwise be eligible to vest based do not become earned and vested on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not Change in Control shall be adjusted except as specified in the attached Schedule A, Section 4 in accordance forfeited and cancelled with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriateno consideration. (c) The Participant shall have no rights to payment In the event of the Award until occurrence of a Change in Control during the Committee determines Measurement Period where the PRSUs are assumed or exchanged for an equivalent substitute award by the Company or its successor and certifies in writing that if the applicable Performance Goals have been attained and that Participant’s Service with the Award has vested. Prior to settlement, Company is terminated by the Award represents an unfunded and unsecured obligation of the Company. Company without cause (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in the Plan) within twelve (12) months after the date of such Change in Control (to the extent not previously vested in accordance with Section 424(f4(a) or Section 6(b)), (i) the effective date of the CodeChange in Control shall be the last day of the Measurement Period, (ii) the Target PRSUs shall be earned and vested as of the Participant’s date of termination of employment as if the Performance Metrics had been achieved at the Target level set forth in Exhibit A, (iii) such Target PRSUs shall be settled within thirty days of the Participant’s termination of employment and (iv) any PRSUs (and any related Dividend Equivalents) that do not become earned and vested on the Change in Control shall be forfeited and cancelled with no consideration.

Vesting. Vesting of the Award shall occur, if at all, on the Vesting Date[s] (a) Unless otherwise provided as hereinafter defined), subject to the Company’s achievement of the performance objectives during the performance period[s], as both are set forth in Exhibit A to this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the provided that Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of on the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals Date[s] as set forth in accordance with Section 2(b) hereof, divided of this Agreement. Performance for the period[s] shall be evaluated and determined by (y) and in the number of Vesting Dates. (b) As soon as reasonably practicable after the completion sole discretion of the Performance Period Administrator, and no later than performance between the first Vesting Date, the Committee threshold and maximum levels specified on Exhibit A shall determine the actual level of attainment of the Performance Goals; provided, however, that result in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing vesting in accordance with the requirements of Code Section 162(m) scale determined by the Committee, which Administrator and set forth on Exhibit A. The “Vesting Date[s]” for the Award shall be comprised solely the later of “outside directors” within [●] or the meaning of Code Section 162(m). On date on which the basis Administrator evaluates and certifies achievement of the determination performance criteria for the performance period[s], as set forth on Exhibit A. In the event all or certified level of attainment of the Performance Goals, the amount any portion of the Award that is eligible to does not vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In Date[s] pursuant to the case of an Award that is intended to constitute Qualified Performance-Based Compensationperformance objectives set forth on Exhibit A, the Committee may not increase the amount unvested portion of the Award that becomes payable shall terminate on such date and all restricted stock units subject to such portion Award shall be forfeited. If and to the extent provided in an employment, change of control, severance or pay any amount similar agreement executed by the Participant and the Company or by a determination by the Administrator, in each case pursuant and subject to Section 15 of the Award if the Performance Goals for the Performance Period are not attainedPlan, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performancemay become fully-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount vested and exercisable in connection with a Change of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, Control as defined in Section 424(f1(f) of the CodePlan. Further, in the event of Participant’s Retirement a pro rata portion of this Award shall become vested on the Vesting Date immediately following the date of Participant’s Retirement, with such portion determined by multiplying the Award by a fraction, the numerator of which is the number of whole months that Participant was employed during the performance period and the denominator of which is the total number of months in the performance period.

Vesting. (a) Unless otherwise provided in this Agreement, the Award Units granted under this Agreement shall vest and become payable in cash Shares as of each of the Vesting Dates Date (specified in the attached Schedule A, Section 6): ), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and Section 3) are attained, as determined in accordance with Section 2(b) below; below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of Date (specified in the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with attached Schedule A, Section 2(b) hereof, divided by (y) the number of Vesting Dates6). (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance GoalsGoal, the amount number of the Award Units that is are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a)calculated. In the case of an Award Units that is are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount number of Units that may be eligible to vest to a number that is greater than the Award that becomes payable or pay any amount number of Units determined in accordance with the Award if the Performance Goals for the Performance Period are not attainedforegoing sentence, but it retains the sole discretion to reduce the amount number of the Award Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals Goal may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments adjustment to the Performance Goals or the amount of the Award Goal as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award Shares until the Committee determines and certifies in writing that the applicable Performance Goals Units have been attained and that the Award has vested. Prior to settlement, the Award represents Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided Subject to earlier vesting in this Agreementaccordance with Sections 3 or 4 below, the Award granted under this Agreement Shares shall vest and become payable in cash as of each on the third anniversary of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals Grant Date set forth above (the “Performance GoalsVesting Date”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(bthe vesting provisions of subsection (b) below; and (ii) . Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as long as the Participant remains continuously employed by otherwise provided herein, shall be immediately forfeited upon Participant’s termination of employment with the Company or a Subsidiary from and its Subsidiaries. Subject to the Grant Date through each terms of the Vesting Dates. The amount of Plan, the Award that shall be eligible Committee reserves the right in its sole discretion to vest on each of waive or reduce the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Datesvesting requirements. (b) As soon as reasonably practicable after The Shares subject to the completion Award are intended to be “qualified performance-based compensation” within the meaning of Section 162(m) of the Performance Period Internal Revenue Code, as amended and no later than the first regulations thereunder (the “Code”) and the maximum number of Shares that shall vest on the Vesting Date shall be equal to the result derived from the following formula: (i) one-half of one percent (or, one and one-half percent if Participant is the Chief Executive Officer of the Company) of the sum of the Company’s operating profit for the period April 1, 2010 through December 31, 2012, as determined by the Committee in accordance with the Plan, divided by (ii) the fair market value of a Share on the Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in no event shall the case number of an Shares which vest on the Vesting Date exceed the number of Shares subject to the Award intended to constitute Qualified Performance-Based Compensationor the individual limits for Participants as set forth in the Plan. The payout of vested Shares may be reduced, but not increased, based on the determination of the level degree of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) such performance criteria as determined by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriatediscretion. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares shall be immediately forfeited. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in Subject to the other provisions of this AgreementParagraph 2, the Award granted under this Agreement Performance Units shall vest and become payable in cash as of each of December 31, 2014 (the Vesting Dates (specified in the attached Schedule A, Section 6): (i“Service Date”) to the extent determined by the Committee based on the attached Exhibit A. Any Performance Units that do not vest due to failure to fully satisfy the applicable performance goals goal(s) or service condition(s) shall be forfeited and the Grantee shall not have any further rights with respect to those Performance Units. (b) If the “Performance Goals”) applicable Grantee’s service with the Employer ceases prior to the performance Service Date due to the Grantee’s death or “total disability” (as defined below), the Grantee shall become vested in a pro-rata portion of the Performance Units. The pro-rata portion shall be determined by multiplying (i) the Target Award by (ii) a fraction, (A) the numerator of which is the number of days of continuous service performed by the Grantee for the Employer during the period beginning January 1, 2013 and ending on the Service Date (the “Performance Period”) (specified in the attached Schedule A), Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (iiB) the denominator of which is 730. Any Performance Units that do not vest in connection with such death or total disability shall be forfeited as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of date the Award that Grantee’s service ceases and the Grantee shall be eligible not have any further rights with respect to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the those Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriateUnits. (c) The Participant If the Grantee’s service with the Employer ceases prior to the Service Date due to (i) a termination by the Employer without “cause” (as defined below), or (ii) a resignation by the Grantee with “good reason” (as defined below), then the Grantee shall have no rights to payment become vested as of the Award until Service Date in a number of Performance Units determined by multiplying (A) the Committee determines number of Performance Units that would otherwise have then vested under Paragraph 2(a) above (but for the cessation of the Grantee’s service), by (B) a fraction, (1) the numerator of which is the number of days of continuous service performed by the Grantee for the Employer during the Performance Period, and certifies (2) the denominator of which is 730, subject to the Grantee’s execution and delivery of a general release of claims against the Company and its affiliates in writing a form prescribed by the Company and subject further to that release becoming irrevocable within 45 days following the Grantee’s cessation of service. Any Performance Units that cannot vest because of the pro-ration described above will be forfeited as of the date the Grantee’s service ceases and the Grantee shall not have any further rights with respect to those Performance Units. Any Performance Units that do not vest because of the failure to fully satisfy the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation performance goal(s) shall be forfeited as of the CompanyService Date and the Grantee shall not have any further rights with respect to those Performance Units. (d) If prior to the Service Date the Grantee’s employment or service with the Employer ceases for any reason other than those described in Paragraphs 2(b) or 2(c) above, or if the Grantee’s service is terminated by the Employer for cause (or due to a resignation by the Grantee in anticipation of a termination for cause) after the Service Date and before the payment date described below in Paragraph 3, all the Performance Units shall be immediately forfeited and the Grantee shall not have any further rights with respect to this Grant. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.:

Vesting. (a) Unless otherwise provided in this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) Subject to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined earlier vesting in accordance with Section 2(bSections 4 or 5 below, the Shares (and any related Dividend Equivalent Units) below; and (ii) as long as will become vested on the Participant remains continuously employed by later of the Company or a Subsidiary from third anniversary of the Grant Date through each of or the Vesting Dates. The amount of date on which the Award that shall be eligible to vest on each of Committee certifies the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals (the “Vesting Date”) in accordance with the provisions of Section 2(b3 below and subject to the provisions of subsection (b) hereofbelow. Prior to the Vesting Date, divided the Shares (and any related Dividend Equivalent Units) subject to the Award shall be nontransferable and, except as otherwise provided herein, shall be immediately forfeited upon Participant’s termination of employment with the Company and its Subsidiaries. Prior to the Vesting Date, the Award shall not be earned by (y) Participant’s performance of services and there shall be no such vesting of the number Award. Subject to the terms of Vesting Datesthe Plan, the Committee reserves the right in its sole discretion to waive or reduce the vesting requirements. Participant acknowledges that the opportunity to obtain the Shares represents valuable consideration, regardless of whether the Shares actually vest. (b) As soon as reasonably practicable after The maximum number of Shares (including any related Dividend Equivalent Units) that may vest and be paid out on the completion Vesting Date pursuant to Section 3 of this Agreement shall be limited to a Fair Market Value of Shares on the Vesting Date not to exceed: (i) one-half of one percent (or, one and one-half percent if Participant is the Chief Executive Officer of the Company) of the sum of the Company’s operating income for the Performance Period and no later than the first Vesting DateJanuary 1, [ ] through December 31, [ ], as determined by the Committee in accordance with the Plan, (ii) “operating income” for purpose of clause (i) above shall determine be calculated excluding the actual level effect of attainment changes in federal, state and local tax laws; restructuring charges; items of loss or expense determined to be extraordinary or unusual in nature or infrequent of occurrence or related to the disposal of a segment of a business or related to a change in accounting principle, all as determined by U.S. generally accepted accounting principles (“GAAP”); items of loss or expense related to discontinued operations that do not qualify as a segment of a business under GAAP; any reduction in operating income attributable to the acquisition of business operations during the applicable fiscal year, as most accurately determined either at the time of the Performance Goalsacquisition (through projections made at that time and accepted by the Committee), or at year end; and foreign exchange gains or losses, all as determined by the Committee; provided, however, that in no event shall the case number of an Shares which vest on the Vesting Date exceed the Maximum Award intended to constitute Qualified Performance-Based Compensationor the individual limits for Participants as set forth in the Plan. The maximum number of Shares may be reduced, but not increased, based on the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level degree of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated performance criteria as described set forth in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes 3 of this Agreement. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, “Subsidiary” then such unvested Shares (and any related Dividend Equivalent Units) shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Codebe immediately forfeited.

Vesting. (a) Unless otherwise provided To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b) below; 4 (the “Earned Amount”), and (ii) the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment last day of the Performance Goals Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 2(b) hereof4, divided by shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (ywhich may be set forth in the minutes of a meeting of the Committee) the number extent to which the Performance Criteria and all other material terms of Vesting Datesthis Agreement have been met. (b) As soon In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as reasonably practicable after is equal to the completion product of (i) the Earned Amount that the Participant would have earned had he not died or suffered a Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no later than additional Restricted Share Units in which the first Vesting DateParticipant may have been entitled to vest in accordance with the Performance Criteria) and the Participant’s, or the Participant’s estate or beneficiaries in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or suffered a Disability. (c) In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Restricted Share Units have become vested under Section 3(a) or (b), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Award as Participant may have been entitled to vest in accordance with the Committee in its sole discretion deems appropriate. (cPerformance Criteria) The Participant shall have no and the Participant’s rights to payment such vested amount of Restricted Share Units shall become nonforfeitable as of the Award until date on which the Committee determines and certifies in writing that Participant’s employment with or service to the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the CompanyCompany is terminated. (d) For purposes of this AgreementExcept as provided in Section 3(b) or (c) above, “Subsidiary” shall mean if the Participant’s employment with the Company terminates for any present or future “subsidiary corporation” reason prior to the expiration of the CompanyPerformance Period, as defined in Section 424(f) of all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the CodeParticipant.

Vesting. The Executive shall be vested in the Share Units allocated to the Stock Account as of his Date of Termination in accordance with the following: (a) Unless otherwise provided in this Agreement, The Executive shall be vested 25% of the Award granted under this Agreement shall vest and become payable in cash Share Units allocated to the Stock Account as of each his Date of Termination, if the Vesting Dates (specified in the attached Schedule AExecutive's Date of Termination has not occurred before December 31, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates1997. (b) As soon as reasonably practicable after the completion The Executive shall be vested in an additional 25% of the Performance Period and no later than Share Units allocated to the first Vesting DateStock Account as of his Date of Termination, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are Executive's Date of Termination has not attainedoccurred before December 29, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate1998. (c) The Participant Executive shall have no rights to payment be vested in 25% of the Award until Share Units allocated to the Committee determines Stock Account as of his Date of Termination, in proportion to the achievement of performance goals for the 1997 Performance Period, and certifies shall be vested in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation remaining 25% of the CompanyShare Units allocated to the Stock Account as of his Date of Termination, in proportion to the achievement of the performance goals for the 1998 Performance Period, as those Performance Periods and performance goals are established in accordance with the Employment Agreement. (d) For purposes Notwithstanding the foregoing provisions of this Agreementparagraph 5, “Subsidiary” the Executive shall mean any present or future “subsidiary corporation” become vested in 100% of the CompanyShare Units allocated to his Stock Account as of his Date of Termination (which vesting shall be deemed to occur prior to the determination and distribution of the Value of his Stock Account in accordance with paragraph 6), as defined if the Executive's Date of Termination occurs prior to December 29, 1998 under circumstances described in Section 424(fparagraph 3(b) of the CodeEmployment Agreement (relating to the Executive's being Disabled), under circumstances described in paragraph 3(d) of the Employment Agreement (relating to constructive discharge), or under circumstances described in paragraph 3(f) of the Employment Agreement (relating to termination by the Company without Cause), or the Date of Termination occurs prior to December 29, 1998 by reason of his death.

Vesting. (a) Unless otherwise provided in Subject to the terms and conditions of this Agreement, including the Award granted clawback and forfeiture provisions under Section 6 below, the Earned PSUs (as defined below), if any, shall vest, and the restrictions with respect to the PSUs shall lapse, on the dates and in the amounts set forth in this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as if the Participant remains continuously employed by the Company or a Subsidiary from until the Grant Date through each of date the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals Participant becomes vested in accordance with Section 2(b) hereof, divided by (y) the number terms and conditions of Vesting Datesthis Agreement. (b) As soon as reasonably practicable after The number of PSUs that shall become earned, if any (the completion “Earned PSUs”), following the end of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment be determined (i) with respect to fifty percent (50%) of the Performance Goals; providedPSUs by multiplying such PSUs by the Relative TSR Earned Percentage, howevercalculated as set forth in Exhibit A to this Agreement, that in which percentage may range from zero to two hundred percent (200%) and (ii) with respect to the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination remaining fifty percent (50%) of the level of attainment of Performance Goals shall be certified in writing in accordance with PSUs by multiplying the requirements of Code Section 162(m) PSUs by the CommitteeROIC Earned Percentage, calculated as set forth in Exhibit B to this Agreement, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(mpercentage may range from zero to two hundred percent (200%). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant Earned PSUs, if any, shall have no rights to payment vest on the last day of the Award until Performance Period (the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company“Vesting Date”). (d) For purposes of The calculations under this Agreement, Section 3 shall be made by the Compensation Committee (the “Subsidiary” shall mean any present or future “subsidiary corporation” Committee”) of the Company’s Board of Directors (the “Board”) following the end of the Performance Period and any vesting resulting from such calculations shall be effective as of the Vesting Date. Any PSUs that do not vest on the Vesting Date pursuant to the terms of Section 3 or 4 hereof shall be immediately and irrevocably forfeited, including the right to receive cash payments and other distributions pursuant to Sections 7(c) and (d) hereof, as defined in Section 424(f) of the CodeVesting Date. (e) The Committee shall have the authority to make any determinations regarding questions arising from the application of the provisions of this Section 3, which determination shall be final, conclusive and binding on the Participant and the Company.

Vesting. (a) Unless otherwise provided in this Agreement, the Award Units granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): Shares (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) Section 3 are attained, as determined in accordance with Section 2(b) below; below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each the latter of the Vesting Dates. The amount last day of the Award that shall be eligible to vest on each of performance period or the Vesting Dates shall be equal to (x) vesting date specified in the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereofattached Schedule A, divided by (y) the number of Vesting DatesSections 2 and 6. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance GoalsGoal, the amount number of the Award Units that is are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a)calculated. In the case of an Award Units that is are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount number of Units that may be eligible to vest to a number that is greater than the Award that becomes payable or pay any amount number of Units determined in accordance with the Award if the Performance Goals for the Performance Period are not attainedforegoing sentence, but it retains the sole discretion to reduce the amount number of the Award Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals Goal may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments adjustment to the Performance Goals or the amount of the Award Goal as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award Shares until the Committee determines and certifies in writing that the applicable Performance Goals Units have been attained and that the Award has vested. Prior to settlement, the Award represents Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b) below; 4 (the “Earned Amount”), and (ii) the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment last day of the Performance Goals Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 2(b) hereof4, divided by shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (ywhich may be set forth in the minutes of a meeting of the Committee) the number extent to which the Performance Criteria and all other material terms of Vesting Datesthis Agreement have been met. (b) As soon In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as reasonably practicable after is equal to the completion product of (i) the Earned Amount that the Participant would have earned had he not died or suffered a Disability and (ii) the quotient of (A) the number of days beginning on the first day of the Performance Period and ending on the date of the Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no later than additional Restricted Share Units in which the first Vesting DateParticipant may have been entitled to vest in accordance with the Performance Criteria) and the Participant’s, or the Participant’s estate or beneficiaries in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had participant not died or suffered a Disability. (c) In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Restricted Share Units have become vested under Section 3(a) or (b), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Award as Participant may have been entitled to vest in accordance with the Committee in its sole discretion deems appropriate. (cPerformance Criteria) The Participant shall have no and the Participant’s rights to payment such vested amount of Restricted Share Units shall become nonforfeitable as of the Award until date on which the Committee determines and certifies in writing that Participant’s employment with or service to the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the CompanyCompany is terminated. (d) For purposes of this AgreementExcept as provided in Section 3(b) or (c) above, “Subsidiary” shall mean if the Participant’s employment with the Company terminates for any present or future “subsidiary corporation” reason prior to the expiration of the CompanyPerformance Period, as defined in Section 424(f) of all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the CodeParticipant.

Vesting. (a) Unless otherwise provided in this Agreement, the Award Units granted under this Agreement shall vest and become payable in cash Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): ), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount number of the Award Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (xi) the total amount number of the Award Units that is are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (yii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount number of the Award Units that is are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award Units that is are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount number of Units that may be eligible to vest to a number that is greater than the Award that becomes payable or pay any amount number of Units determined in accordance with the Award if the Performance Goals for the Performance Period are not attainedforegoing sentence, but it retains the sole discretion to reduce the amount number of the Award Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award Shares until the Committee determines and certifies in writing that the applicable Performance Goals Units have been attained and that the Award has vested. Prior to settlement, the Award represents Units represent an unfunded and unsecured obligation of the Company. (d) To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in Section 2(a) and on Schedule A may be adjusted by the Company in its sole discretion. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in Section 2(a) and on Schedule A may be adjusted by the Company in its sole discretion. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. A. The Grantee shall be credited with a number of Restricted Stock Units equal to the Target Number of Restricted Stock Units multiplied by a “Vesting Percentage” determined based on the Company's Earnings from Operations (aas defined below) Unless otherwise provided in this Agreement, for the Award granted under this Agreement shall vest and become payable in cash as of each last three quarters of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period Company's 2014 fiscal year (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with the following table: If the Company's actual level of Earnings from Operations for the Performance Period is between the “Threshold” and “Target” performance levels or between the “Target” and “Stretch” performance levels, the Vesting Percentage will be determined by linear interpolation between the Vesting Percentages for those two levels. In no event will the Vesting Percentage be greater than one hundred fifty percent (150%). The number of Restricted Stock Units credited to the Grantee pursuant to this Section 2(b) below; and (ii) 3(A), as long as the Participant remains continuously employed certified by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest Committee based on the level of attainment satisfaction of the Performance Goals performance criteria above, is referred to herein as the “Credited Restricted Stock Units.” Notwithstanding the foregoing provisions, if either a Change in accordance with Section 2(bControl (as defined in the Employment Agreement) hereof, divided by or the death or Disability (yas such term is defined in the Employment Agreement) of the number of Vesting Dates. (b) As soon as reasonably practicable after Grantee occurs before the completion last day of the Performance Period and no later than while the first Vesting DateGrantee is employed by the Company, the Committee number of Credited Restricted Stock Units for purposes of the Award shall determine be equal to the actual level Target Number of attainment Restricted Stock Units. Restricted Stock Units that are not Credited Restricted Stock Units, after giving effect to the foregoing provisions, as of the last day of the Performance Goals; providedPeriod (or, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensationif earlier, the determination date of such a Change in Control or death or Disability (as such term is defined for purposes of the level Employment Agreement) of attainment the Grantee) shall immediately terminate and be cancelled. B. The “Threshold,” “Target” and “Stretch” levels of Performance Goals shall Earnings from Operations to be certified used to determine the Vesting Percentage under Section 3(A) will be established by the Committee in writing in accordance connection with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis grant of the determination or certified level Award. C. For purposes of attainment of this Award, “Earnings from Operations” means: the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals Company's earnings from operations for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 calculated in accordance with generally accepted accounting principles (“GAAP”), but adjusted (without duplication) to exclude the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount financial statement impact of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.following items:

Vesting. (a) Unless otherwise provided To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Performance Shares awarded under this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b) below; 4, and (ii) his rights to such vested Performance Shares shall become nonforfeitable as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment last day of the Performance Goals Period, subject to Section 6 below. [Except as provided in Section [3(b) or (c)] below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any Performance Shares awarded under this Agreement that do not vest, as calculated in accordance with Section 2(b) hereof4, divided by shall be canceled immediately without further obligation on the part of the Company.] Prior to lapse of any restrictions regarding the Performance Shares as provided herein, the Committee shall certify in writing (ywhich may be set forth in the minutes of a meeting of the Committee) the number extent to which the Performance Criteria and all other material terms of Vesting Datesthis Agreement have been met. (b) As soon as reasonably practicable after [In the completion event the Participant dies or becomes disabled (within the meaning of Section 22(e) of the Code) before the end of the Performance Period and no later than the first Vesting DatePeriod, the Committee Participant shall determine the actual level of attainment of vest in the Performance Goals; providedShares granted under Section 2 of this Agreement [(and, howeverfor the avoidance of doubt, that no additional Performance Shares in which the case of an Award intended Participant may be entitled to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing vest in accordance with the requirements of Code Section 162(m) by Performance Criteria)] and his rights to the Committee, which Performance Shares shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis become nonforfeitable as of the determination date of death or certified level disability.] (c) [In the event the Participant’s employment with the Company or any of attainment of its Subsidiaries is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Performance GoalsShares have become vested under Section 3(a), the amount Participant shall vest in the Performance Shares granted under Section 2 of this Agreement [(and, for the Award that is eligible avoidance of doubt, no additional Performance Shares in which the Participant may be entitled to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(mPerformance Criteria). If this Award is not intended ] and his rights to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the vested Performance Goals or the amount Shares shall become nonforfeitable as of the Award as the Committee in its sole discretion deems appropriatedate on which his employment is terminated. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.]

Vesting. (a) Unless otherwise provided in Subject to the other provisions of this AgreementParagraph 2, the Award granted under this Agreement Performance Units shall vest and become payable in cash as of each of December 31, [ ] (the Vesting Dates (specified in the attached Schedule A, Section 6): (i“Service Date”) to the extent determined by the Committee based on the attached Exhibit A. Any Performance Units that do not vest due to failure to fully satisfy the applicable performance goals goal(s) or service condition(s) shall be forfeited and the Grantee shall not have any further rights with respect to those Performance Units. (b) If the “Performance Goals”) applicable Grantee’s service with the Employer ceases prior to the performance Service Date due to the Grantee’s death or “total disability” (as defined below), the Grantee shall become vested in a pro-rata portion of the Performance Units. The pro-rata portion shall be determined by multiplying (i) the Target Award by (ii) a fraction, (A) the numerator of which is the number of days of continuous service performed by the Grantee for the Employer during the period beginning January 1, [ ] and ending on the Service Date (the “Performance Period”) (specified in the attached Schedule A), Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (xB) the total amount denominator of the Award that which is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) [the number of Vesting Dates. (b) As soon calendar days in the Performance Period]. Any Performance Units that do not vest in connection with such death or total disability shall be forfeited as reasonably practicable after the completion of the date the Grantee’s service ceases and the Grantee shall not have any further rights with respect to those Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriateUnits. (c) The Participant If the Grantee’s service with the Employer ceases prior to the Service Date due to (i) a termination by the Employer without “cause” (as defined below), or (ii) a resignation by the Grantee with “good reason” (as defined below), then the Grantee shall have no rights to payment become vested as of the Award until Service Date in a number of Performance Units determined by multiplying (A) the Committee determines number of Performance Units that would otherwise have then vested under Paragraph 2(a) above (but for the cessation of the Grantee’s service), by (B) a fraction, (1) the numerator of which is the number of days of continuous service performed by the Grantee for the Employer during the Performance Period, and certifies (2) the denominator of which is [the number of calendar days in writing the Performance Period], subject to the Grantee’s execution and delivery of a general release of claims against the Company and its affiliates in a form prescribed by the Company and subject further to that release becoming irrevocable within 45 days following the Grantee’s cessation of service. Any Performance Units that cannot vest because of the pro-ration described above will be forfeited as of the date the Grantee’s service ceases and the Grantee shall not have any further rights with respect to those Performance Units. Any Performance Units that do not vest because of the failure to fully satisfy the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation performance goal(s) shall be forfeited as of the CompanyService Date and the Grantee shall not have any further rights with respect to those Performance Units. (d) If prior to the Service Date the Grantee’s employment or service with the Employer ceases for any reason other than those described in Paragraphs 2(b) or 2(c) above, or if the Grantee’s service is terminated by the Employer for cause (or due to a resignation by the Grantee in anticipation of a termination for cause) after the Service Date and before the payment date described below in Paragraph 3, all the Performance Units shall be immediately forfeited and the Grantee shall not have any further rights with respect to this Grant. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.:

Vesting. (a) Unless otherwise The Restricted Stock Units have been credited to a bookkeeping account on behalf of the Participant. The Restricted Stock Units shall be earned in whole, in part, or not at all, as provided in this Agreement, herein. Following the Award granted under this Agreement shall vest and become payable in cash as end of each of the Vesting Dates (specified fiscal year in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the a three-year performance period that commences on the Grant Date (such three-year period is referred to as “the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date), the Committee shall determine the actual Company’s achievement of the performance goals, described in more detail below, and shall certify such results in writing. Upon such certification, a portion of the Restricted Stock Units may become vested (the “Vesting Date,” as applicable), if the Company achieves a pre-determined level of attainment the performance goals and the Participant remains in service on the Vesting Date. Any Restricted Stock Units that fail to vest by the end of each year in the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing Period in accordance with the requirements terms of Code Section 162(m) this Agreement shall be forfeited and reconveyed to the Company without further consideration or any act or action by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m)Participant. On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, the performance goals shall be based on the Company’s annual return on average tangible common equity, as adjusted for merger-related expenses (“Subsidiary” shall mean any present or future AROATCE”), and the Company’s adjusted nonperforming assets as a percentage of total assets. The Company’s AROATCE performance must attain at least the “subsidiary corporationthreshold level” of the Company, as defined goal for the Restricted Stock Units to be eligible to vest in Section 424(f) a given year of the Code.Performance Period. If, for a particular year in the Performance Period, the Company’s level of attainment of the AROATCE goal falls below the threshold level, the Participant shall not vest in any Restricted Units in that year and shall forfeit 33.33% of the Restricted Units eligible for vesting in that year. If the Company’s level of attainment of the AROATCE goal set forth below falls between “threshold” to “target” and “target” to “maximum,” the Committee shall use straight line interpolation to determine the vested portion of the Restricted Stock Units for that year in the Performance Period. Any Restricted Stock Units that fail to vest at the end of the Performance Period shall be forfeited immediately and reconveyed to the Company without further consideration or any act or action by the Participant and the Participant shall have no further right or interest in the Restricted Stock Units. The “threshold,” “target,” and “maximum” for the Company’s AROATCE performance goal and the portion of the Restricted Stock Units eligible for vesting if the Company achieves such level are as follows:

Vesting. (a) Unless Except as otherwise provided in the Plan or herein, any unvested PSUs subject to this AgreementAward shall no longer Vest and shall be forfeited without payment of any kind to Grantee, immediately after Grantee fails to maintain continuous status as an Employee through the Award granted under this Agreement shall vest and become payable in cash Determination Date (as of each of the Vesting Dates (specified in the attached Schedule Adefined below), Section 6): (i) to the extent such PSUs are not then vested in accordance with the following vesting provisions. The level of vesting is based on the determination of Company’s (or its successors) achievement of the financial performance goals as set forth below. 2024 PLAN: PSU-TSR The vesting of the PSUs will be determined based on Company’s achievement of Threshold, Target or Maximum levels (or levels between Threshold and Target or between Target and Maximum, the “Performance Goals”) applicable of TSR Performance as follows: Minimum Below [●] 0% Threshold At [●] [●] Target At 100% 100% Maximum At or above [●] [●] For TSR Performance: (A) should Company fail to achieve at least Threshold, zero percent (0%) of the performance period Award shall Vest; (B) should Company achieve (i) Threshold, [●] of the “Performance Period”Award shall Vest, (ii) Target, one hundred percent (specified in 100%) of the attached Schedule AAward shall Vest, Sections 2 and 3or (iii) are attainedMaximum or greater, as determined in accordance with Section 2(b) below[●] of the Award shall Vest; and (iiC) as long as should Company achieve a TSR Performance level that falls between Threshold and Target or between Target and Maximum, the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount percentage of the Award that shall Vests will be eligible based upon straight-line interpolation between such Performance Goals, rounded to vest on each the nearest whole share of the Vesting Dates shall be equal to (x) the total amount Common Stock. For example, TSR Performance of 80% or 111% will result in 80% or 111%, respectively, of the Award that is determined to be eligible to vest based on Vesting. Within thirty (30) days following the level of attainment last day of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment achievement in respect of the Performance Goals; providedGoals (the date of such determination, however, the “Determination Date”) and shall calculate and approve the final number of PSUs for vesting. Any PSUs that in are determined not to be earned by the case of Committee under an Award intended to constitute Qualified Performance-Based Compensation, the determination will be permanently and irrevocably forfeited as of the level of attainment of Performance Goals shall be certified in writing in accordance with Determination Date and Grantee will have no further rights to such unvested PSUs or the requirements of Code Section 162(m) by the related Dividend Equivalents. The Committee, which in its sole discretion, shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of make all determinations regarding the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensationincluding, but not limited to, the Committee may not increase the amount extent of the Award that becomes payable or pay achievement, and any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals calculation of TSR of Company, a Peer Company or the amount of the Award Peer Group, as necessary or appropriate. Determinations made by the Committee in its sole will be final and binding on all parties and will be given the maximum discretion deems appropriatepermitted by law. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise Except as provided in this Agreement, the Award granted under this Agreement shall vest Sections 3(b) and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i3(c) below and to the extent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance goals by the Committee, but no later than March 15, 2023 (the “Performance GoalsDate of Issuance”) applicable ). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2020 and ending on December 31, 2022 (the “Performance Period”) (specified as certified by the Committee following the end of the Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date of Issuance shall be determined as set forth on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the attached Schedule A, Sections 2 and 3) are attainedevent that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, as determined provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with Section 2(bsection 12(b) below; . With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and (ii) paid out as long as additional shares at the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each time of the Vesting Datesaward as provided in Section 6 below. The amount of All Units, including your rights thereto and to the Award that shall be eligible to underlying Shares, which do not vest on each or before the Date of the Vesting Dates Issuance, as provided in this Section 3, shall immediately be equal to forfeited as of such Date of Issuance (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award extent not previously forfeited as the Committee in its sole discretion deems appropriateprovided herein). (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise The RSUs subject to this Award shall be subject to both a time-based vesting condition (the “Time-Based Condition”) and a performance-based vesting condition (the “Performance Condition”), as described herein. Except as expressly provided herein, none of the RSUs (or any portion thereof) shall be “vested” for purposes of this Agreement unless and until both the Time-Based Condition and the Performance Condition for such RSUs are satisfied. The number of RSUs that are “vested” for purposes of this Agreement at any time shall equal the product of (i) the number of the RSUs that have satisfied the Time-Based Condition and (ii) the percentage level at which the Performance Condition has been satisfied. (i) The Time-Based Condition for the RSUs shall be satisfied on September 30, [ ], subject to the Participant not incurring a Termination prior to such date. There shall be no proportionate or partial satisfaction of the Time-Based Condition prior to such date, except as specifically provided in this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and . (ii) as long as The percentage level at which the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that Performance Condition is satisfied shall be eligible to vest on each of based upon the Vesting Dates Company’s “Incremental ROIC”. First, the Company’s Incremental ROIC shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than ending September 30, [ ], as further described below. This result is expressed as a percentage. Next, this actual Incremental ROIC shall be compared to the first Vesting Dateproposed Target level of Incremental ROIC, which is also expressed as a percentage. Finally, the Committee shall determine the actual level of attainment of at which the Performance Goals; providedCondition is satisfied shall be based upon this comparison, however, that as provided in the case table below, and the number of an Award intended to constitute Qualified Performance-Based Compensation, RSUs that satisfy the determination of the level of attainment of Performance Goals Condition shall be certified in writing in accordance determined by multiplying the number of Target RSUs granted hereunder by the percentage at which the Performance Condition is satisfied. Threshold 87% of Target 50% Target 100% of Target 100% Maximum 113% of Target 200% The “Target” level associated with the requirements of Code Section 162(m) Incremental ROIC shall be established by the Committee, and will be communicated in writing separately to the Participant by the Company within thirty (30) days following the date first above written. For the avoidance of doubt, in no event shall the Performance Condition be deemed satisfied unless actual Incremental ROIC equals or exceeds the threshold level provided in the table above. To the extent that actual Incremental ROIC is between the threshold and target levels or between the target and maximum levels described in the table above, the percentage at which the Performance Condition is satisfied shall be comprised solely determined on a pro rata basis using straight-line interpolation. In no event will the percentage at which the Performance Condition is satisfied exceed 200%. For example. Suppose that actual Incremental ROIC, when compared to the Target Incremental ROIC level, results in the percentage comparison of “outside directors” within 93.5%. The percentage at which the meaning Performance Condition is satisfied would be 75%. The maximum number of Code Section 162(m). On the basis RSUs that could vest hereunder would be 75% of the determination or certified level number of attainment Target RSUs listed above, but would still be subject to the satisfaction of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified PerformanceTime-Based Compensation, Condition. If the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified PerformanceTime-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award Condition is not intended to constitute Qualified Performance-Based Compensationsatisfied, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have then no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vestedRSUs will vest. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.3(a):

Vesting. (a) Unless otherwise provided in this Agreement, the Award Units granted under this Agreement shall vest and become payable in cash Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): ), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary (or one of the Company’s affiliates) from the Grant Date through each of the Vesting Dates. The amount number of the Award Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (xi) the total amount number of the Award Units that is are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (yii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified of the level of attainment of the Performance Goals, the amount number of the Award Units that is are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the The Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified make such adjustments in accordance with the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or (and to the amount method of determining the Award performance attainment level) as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award Shares until the Committee determines and certifies in writing that the applicable Performance Goals Units have been attained and that the Award has vested. Prior to settlement, the Award represents Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise Except as provided in this Agreement, the Award granted under this Agreement shall vest Sections 3(b) and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i3(c) below and to the extent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance goals by the Committee, but no later than March 15, 2022 (the “Performance GoalsDate of Issuance”) applicable ). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the peer group defined on Appendix B, over a three-year performance period beginning on January 1, 2019 and ending on December 31, 2021 (the “Performance Period”) (specified as certified by the Committee following the end of the Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date of Issuance shall be determined as set forth on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the attached Schedule A, Sections 2 and 3) are attainedevent that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, as determined provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with Section 2(bsection 12(b) below; . With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and (ii) paid out as long as additional shares at the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each time of the Vesting Datesaward, as provided in Section 6 below. The amount of All Units, including your rights thereto and to the Award that shall be eligible to underlying Shares, which do not vest on each or before the Date of the Vesting Dates Issuance, as provided in this Section 3, shall immediately be equal to forfeited as of such Date of Issuance (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award extent not previously forfeited as the Committee in its sole discretion deems appropriateprovided herein). (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless Except as otherwise provided in subparagraphs (b), (c), (d) and (e) below, the Participant will become vested in the Performance Units awarded pursuant to this Agreement based on the achievement of performance goals over a three-year Performance Period (as defined in the Plan) as set forth on the attached Exhibit A (the “Restriction Period”), provided the Participant does not incur a termination of employment or service with the Employer prior to the end of the Restriction Period. The amount payable with respect to the Participant’s Performance Units shall be determined by multiplying each Performance Unit granted by a payout performance multiplier of between zero percent and two hundred percent (0%-200%), which shall be determined based upon actual performance compared to the performance goals as described on Exhibit A. (b) Except as otherwise provided in this Agreement, if the Award granted under this Agreement shall vest and become payable in cash Participant terminates employment or service with the Employer prior to the end of the Restriction Period, the Performance Units credited to the Participant’s Performance Unit Account that have not vested as of each the date of termination shall terminate and the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that corresponding Units shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goalsforfeited; provided, however, that if the Participant terminates employment or service with the Employer on account of death or Disability (as defined in the case of an Award intended to constitute Qualified Performance-Based CompensationPlan), the determination all of the level of attainment of Participant’s unvested Performance Goals Units shall vest and be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest paid immediately based on the attainment level a payout performance multiplier of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(mone hundred percent (100%). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The If the Participant shall have no rights terminates employment or service with the Employer on account of Retirement (as defined in the Plan) or a termination by the Employer without Cause (as defined in the Plan) with less than six months left prior to payment the end of the Award until Restriction Period, the Performance Units credited to the Participant’s Performance Unit Account that have not vested will vest on a pro-rated basis, based on the actual performance results for the Restriction Period, pro-rated for the period the Participant was employed by the Employer; provided, however, that if the Participant terminates employment or service with the Employer on account of Retirement or a termination by the Employer without Cause with six months or more left prior to the end of the Restriction Period, the Performance Units credited to the Participant’s Performance Unit Account that have not vested will vest on a pro-rated basis, based on a payout multiplier of 100%. Notwithstanding the foregoing, the Committee determines and certifies may provide for complete or partial exceptions to these requirements as it deems appropriate in writing that the applicable Performance Goals have been attained and that case of a Participant who terminates employment or service to the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation Employer on account of the CompanyRetirement. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, If a Change in Control (as defined in Section 424(fthe Plan) occurs after the Date of Grant of the CodePerformance Units subject to this Agreement and while the Participant is employed by, or providing service to the Employer, but prior to the end of the Restriction Period, and the Participant terminates employment or service on account of (i) a termination by the Employer without Cause, or (ii) a resignation for Good Reason (as defined in the Plan), during the Change of Control Period (as defined in the Plan), the portion of such Performance Units credited to the Participant’s Performance Unit Account that have not vested shall vest and be paid based on a payout performance multiplier of one hundred percent (100%) within the thirty (30) day period following the termination of employment or service to the Employer. (e) Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Participant ceases to be employed by, or provide service to, the Employer on account of a termination by the Employer for Cause, any Performance Units credited to the Participant’s Performance Unit Account that have not vested as of such date shall immediately terminate and become null and void.

Vesting. (a) Unless otherwise Subject to the accelerated vesting provisions provided in this Agreementbelow, the Performance Based Restricted Stock Units subject to the Award granted under this Agreement shall vest and become payable in cash as of each on the last day of the Vesting Dates (specified in the attached Schedule APeriod, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant if Employee remains continuously employed by the Company or a Subsidiary from its Subsidiaries through such date. For the Grant Date through each avoidance of doubt, if the Vesting Dates. The amount Company fails to achieve at least the Earnings Per Share Threshold, the Employee shall be entitled to receive no shares of Stock with respect to the Performance Based Restricted Stock Units subject to the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a2), unless the deemed Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. If, during the Performance Period: A. The Employee dies or terminates employment on account of his or her Permanent Disability, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s employment during the Performance Period divided by twelve), based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months during the Performance Period before the date of the Change in Control, divided by twelve), and the Earnings Per Share from Continuing Operations shall be deemed to be 100% of the Earnings Per Share Target, regardless of actual performance. If, after the Performance Period but during the Vesting Period: A. The Employee dies or terminates employment on account of his or her Permanent Disability or by reason of retirement (as determined by the Company, in its sole and absolute discretion), the Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period. Except as provided in 4.1 below, in the event of the termination of employment of the Employee with the Company and its Subsidiaries for any other reason before the end of the Vesting Period, all Performance Based Restricted Stock Units that are not vested at the time of such termination of employment normally shall be forfeited. In the case event of an Award that is intended to constitute Qualified Performance-Based Compensationtermination of employment (whether or not in breach of local labor laws), the Committee may not increase Company shall have the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole exclusive discretion to reduce determine the amount date of the Award that would otherwise be eligible to vest based on the attainment level termination of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For employment for purposes of this AgreementAward. Such termination date shall be the date that the Employee is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “Subsidiarygarden leave” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Codesimilar period pursuant to local law).

Vesting. (a) Unless otherwise provided in this Agreement, the Award granted under this Agreement You shall vest and become payable in cash as the number of each PRSUs, if any, determined by the Committee following the end of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals period commencing on «DATE» (the “Performance GoalsCommencement Date”) applicable to and ending on «DATE» (the performance period “Expiration Date”) or, if earlier, the date on which a Change in Control is consummated (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment achievement of the applicable performance goals approved by the Committee, communicated to you and set forth in the Company’s records (the “Performance Measures”), subject to your continued employment with the Company or an Affiliate through the end of the Performance Goals Period. The number of PRSUs that may become vested hereunder shall range from zero to two hundred percent (200%) of the Target PRSUs, based on the level of achievement of the applicable performance goals during the Performance Period, as determined by the Committee. If more than 100% of the Target PRSUs become vested, as determined by the Committee, then such number of additional PRSUs (the “Additional PRSUs”) and the Target PRSUs (collectively, the “Final PRSUs”) shall be deemed to be vested on the date on which the Committee certifies the level of achievement of the applicable performance goals (the “Certification Date”) or, if earlier, the date of the Change in Control (the “CIC Date”). Subject to Section 4 below, any Final PRSUs that are earned based on the achievement of applicable performance goals in accordance with this Section 2(b3(a) hereof(the “Earned PRSUs”) shall be deemed to be vested on the Certification Date or, divided by (y) if earlier, the number CIC Date. Subject to Section 4 below, any Target PRSUs and Dividend Equivalent Rights that do not vest pursuant to the terms of Vesting DatesSections 3 or 4 hereof shall be immediately and irrevocably forfeited as of such earlier date. (b) As soon as reasonably practicable after The Committee administering the completion Plan shall have the authority to make any determinations regarding questions arising from the application of the Performance Period and no later than the first Vesting Dateprovisions of this Section 3, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the which determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committeefinal, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest conclusive and binding on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award until the Committee determines you and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise Subject to the accelerated vesting provisions provided in this Agreementbelow, earned Performance Based Restricted Stock Units subject to the Award granted under this Agreement shall vest and become payable in cash as of each on the last day of the Vesting Dates (specified in the attached Schedule APeriod, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant if Employee remains continuously employed by the Company or a Subsidiary from its Subsidiaries through such date. For the Grant Date through each avoidance of doubt, if the Vesting Dates. The amount of Company fails to achieve at least the Award that Earnings Per Share Threshold, an Employee shall be eligible entitled to vest on each receive no shares of the Vesting Dates shall be equal Stock with respect to seventy-five percent (x75%) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended Based Restricted Stock Units subject to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated (as described in Section 2(a2), unless the deemed Cumulative Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. In Likewise, if the case Company fails to achieve at least the Return on Invested Capital Threshold, an Employee shall be entitled to receive no shares of an Stock with respect to twenty-five percent (25%) of the Performance Based Restricted Stock Units subject to the Award that is intended to constitute Qualified Performance-Based Compensation(as described in Section 2), unless the deemed Average Return on Invested Capital provisions in this Section specifically modify such result. If, during the Performance Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, the Committee may not increase Performance Based Restricted Stock Units subject to the amount Award shall be vested, pro rata (based on the number of full and partial months of the Award that becomes payable or pay any amount of the Award if the Performance Goals for Employee’s employment during the Performance Period are not attaineddivided by twelve), but it retains based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the sole discretion Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to reduce the amount of the Award that would otherwise shall be eligible to vest vested, pro rata (based on the attainment level number of full and partial months during the Performance Period before the date of the Performance Goals. For Awards that are intended Change in Control, divided by twelve), and the Cumulative Earnings Per Share from Continuing Operations shall be deemed to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. one hundred percent (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f100%) of the CodeEarnings Per Share Target and the Average Return on Invested Capital shall be deemed to be one hundred percent (100%) of the Return on Invested Capital Target, regardless of actual performance. If, after the Performance Period but during the Vesting Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in Control occurs, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period. Except as provided in Section 4.1 below, in the event of the termination of employment of Employee with the Company and its Subsidiaries for any other reason before the end of the Vesting Period, all Performance Based Restricted Stock Units that are not vested at the time of such termination of employment (after first taking into account the accelerated vesting provisions of this Section 4) shall be forfeited.

Vesting. (a) Unless otherwise Except as provided in this Agreement, the Award granted under this Agreement shall vest Sections 2(b) and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i2(c) below and to the extent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance goals by the Committee, but no later than March 15, 2028 (the “Performance GoalsDate of Issuance”) applicable ). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2025 and ending on December 31, 2027 (the “Performance Period”) (specified as certified by the Committee following the end of the Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date of Issuance shall be determined as set forth on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the attached Schedule A, Sections 2 and 3) are attainedevent that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, as determined provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with Section 2(b) section 12 below; . With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and (ii) paid out as long as additional shares at the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each time of the Vesting Datesaward, as provided in Section 6 below. The amount of All Units, including your rights thereto and to the Award that shall be eligible to underlying Shares, which do not vest on each or before the Date of the Vesting Dates Issuance, as provided in this Section 2, shall immediately be equal to forfeited as of such Date of Issuance (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award extent not previously forfeited as the Committee in its sole discretion deems appropriateprovided herein). (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided Exhibit A hereto identifies the Performance Criteria and the levels of performance that must be achieved in this Agreement, order to receive payment of Shares at the Award granted under this Agreement shall vest and become payable in cash as of each percentage of the Vesting Dates (Target Amount specified in the attached Schedule Exhibit A, Section 6): (i) to based on achievement of the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attainedCriteria, as determined in accordance with Section 2(b) below; this Agreement and (ii) the Plan. The percentage of the Target Amount based on actual achievement of the Performance Criteria as long of the last day of the Performance Period is referred to herein as the “Earned Amount.” Except as otherwise provided herein or in the Plan, if the Participant remains continuously employed by the Company or a Subsidiary from throughout the Grant Date through each Performance Period, the Participant will vest in the Earned Amount, and any amount in excess of the Vesting DatesEarned Amount will be forfeited. The amount Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall determine and certify in writing (which may be set forth in the minutes of a meeting of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (xCommittee) the total amount of the Award that is determined extent to be eligible to vest based on the level of attainment of which the Performance Goals in accordance with Section 2(b) hereofCriteria and all other material terms of this Agreement have been met. In making such determination, divided by (y) the Committee shall have the right to adjust the number of Vesting DatesShares payable at a given level of performance totake into account additional factors that the Committee may deem relevant in its sole discretion to the assessment of individual or corporate performance. (b) As soon as reasonably practicable after In the completion event the Participant terminates employment on account of Retirement in the year the Award is granted, the Pro-Rated Number of Restricted Share Units will vest at the end of the Performance Period. The “Pro-Rated Number” shall be the product of (i) the Earned Amount that the Participant would have earned had he or she not terminated employment on account of Retirement and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and no later than ending on the first Vesting Datedate the Participant’s employment is terminated as a result of Retirement and (B) 365, the Committee shall determine the actual level number of attainment of the Performance Goals; provided, however, that days in the case one-year service period (and, for the avoidance of an Award intended doubt, no additional Restricted Share Units in which the Participant may have been entitled to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing vest in accordance with the requirements of Code Section 162(m) by the Committee, which Performance Criteria shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(avest). In the case event that the Participant terminates employment on account of an Award that is intended to constitute Qualified Performance-Based Compensation, Retirement before the Committee may not increase the amount end of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains after the sole discretion to reduce the amount of year the Award is granted, or in the event that would otherwise be eligible to vest based the Participant dies or terminates employment on account of Disability at any time after grant then, at the attainment level conclusion of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based CompensationPeriod, the Performance Goals may not be adjusted except as specified Participant (or the Participant’s estate or beneficiaries in the attached Schedule A, event of Participant’s death) will vest in the Earned Amount that the Participant would have earned had had his or her employment continued through the end of the Performance Period. The rights of the Participant (or the Participant’s estate or beneficiaries in the event of Participant’s death) in any event described in this Section 3(b) shall become non-forfeitable only at such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 4 in accordance with hereof had the requirements Participant continued to be employed through the end of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriatePeriod. . (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Award Units granted under this Agreement shall vest and become payable in cash Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): ), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and Section 3) are attained, as determined in accordance with Section 2(b) below; below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting DatesDates (specified in the attached Schedule A, Section 6). The amount number of the Award Units that shall be eligible to vest on each of the Vesting Dates shall be equal to the quotient of (xi) the total amount number of the Award Units that is are determined to be eligible to vest based on the level of attainment of the Performance Goals Goal in accordance with Section 2(b) hereof, divided by (yii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance GoalsGoal, the amount number of the Award Units that is are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a)calculated. In the case of an Award Units that is are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount number of Units that may be eligible to vest to a number that is greater than the Award that becomes payable or pay any amount number of Units determined in accordance with the Award if the Performance Goals for the Performance Period are not attainedforegoing sentence, but it retains the sole discretion to reduce the amount number of the Award Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals Goal may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments adjustment to the Performance Goals or the amount of the Award Goal as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award Shares until the Committee determines and certifies in writing that the applicable Performance Goals Units have been attained and that the Award has vested. Prior to settlement, the Award represents Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in Subject to the terms of this AgreementSection 3 and the terms of Appendix A, which is incorporated by reference herein, the Award granted under this Agreement Performance Share Units shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment vested upon satisfaction of the Performance Goals and terms as set forth in accordance with Section 2(b) hereof, divided by (y) the number of Vesting DatesAppendix A to this Award Agreement. The Committee shall determine whether such Performance Goals have been satisfied. (b) As soon as reasonably practicable after If the completion of the vesting terms set forth in Appendix A would produce fractional Performance Period and no later than the first Vesting DateShare Units, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment number of Performance Goals Share Units that vest shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments rounded down to the nearest whole Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriateShare Unit. (c) The Notwithstanding anything to the contrary contained in a written employment agreement, severance agreement, change of control agreement or other agreement entered into by and between the Participant and the Employer, this Section 3(c) shall have no rights apply in the event of a Change of Control before the Vesting Date (a “Qualifying Change of Control”) and while the Participant continues to payment of be employed by the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the CompanyEmployer. (di) Effective as of immediately prior to a Qualifying Change of Control, but subject to the occurrence of such Change of Control, the number of Performance Share Units eligible to be vested shall be equal to the greater of the number of shares of Common Stock under the (i) the Target Award multiplied by a fraction, the numerator of which is the number of days elapsed from the Date of Grant to the date of the Qualifying Change of Control, and the denominator of which is the number of days in the Performance Period, and (ii) the Share Payout as a Percentage of Target Award as determined by the Committee under the terms of Appendix A through the latest practicable date prior to such Change of Control. For purposes of this AgreementSection 3(c)(i), “Subsidiary” the Company Relative TSR Percentile Rank shall mean any present or future “subsidiary corporation” of be determined by reference to the Company, ’s average relative TSR rank on the twenty (20) consecutive trading days immediately preceding the Qualifying Change of Control. The number of Performance Share Units determined in accordance with this Section 3(c)(i) is referred to as defined the “Change of Control Adjusted Performance Share Units”. (ii) The Change of Control Adjusted Performance Share Units shall become vested on a Qualifying Change of Control and paid as soon as administratively practicable (but no later than thirty (30) days) following the occurrence of such Change of Control if a replacement or substitute award meeting the requirements of this Section 3(c)(ii) is not provided to the Participant in respect of such Performance Share Units. An award meeting the requirements of this Section 424(f3(c)(ii) of the Code.is referred to below as a “Replacement Award”. An award shall qualify as a Replacement Award if:

Vesting. (a) Unless Except as otherwise provided in this AgreementSection 3, provided Participant remains an employee of the Company or an Affiliate through the Vesting Date (as defined herein), and the Company satisfies the applicable performance target set forth in Section 2(b) as determined by the Committee as soon as practicable on or before ________ __, _____ (the date of such determination, the “Vesting Date”), the Restricted Stock Units will vest in accordance with Section 2(b). The period during which the restrictions in this Award granted under this Agreement shall vest and become payable in cash as apply, which is the Date of each of Grant through the Vesting Dates (specified Date, is referred to as the “Restricted Period”. Once vested, the Restricted Stock Units become “Vested Units” and shares of Company Stock representing the Vested Units will be issued in accordance with the attached Schedule A, settlement procedures set forth in Section 6): . To the extent Participant’s vested percentage of Restricted Stock Units exceeds 100%, any additional shares of Company Stock to which Participant is entitled in accordance with Section 2(b) will be issued to Participant on the Vesting Date. (ib) The Restricted Stock Units shall become Vested Units, subject to the extent provisions of this Award Agreement relating to continued employment, in accordance with the performance goals table immediately below on the date the Committee determines ____________________ (the “Performance Goals_____”) applicable to for the performance Company, and the _____ rank, expressed as a percentile, based on Company _____ versus _____ of peers selected by the Committee (“_____ Rank”), for the period from ________ __, _____, through ________ __, _____ (the “Performance Period”). Any Restricted Stock Units outstanding on the Vesting Date that do not become Vested Units on the Vesting Date will immediately be forfeited. *The applicable Number of Vested Units and Payout Percentage shall be determined using straight-line interpolation of (i) (specified in the attached Schedule APayout Percentages between _____ and _____, Sections 2 for _____ Rank between _____ percentile and 3) are attained, as determined in accordance with Section 2(b) below_____ percentile; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period Payout Percentages between _____ and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals _____ for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate_____ Rank between _____ percentile and _____ percentile. (c) The Participant shall have no rights to payment vesting of the Award until Restricted Stock Units is subject to the Committee determines and certifies determination of the Committee, in writing its discretion, that the Company has satisfied the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Companyperformance target. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Award granted under this Agreement The Granted PBRSUs shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) be subject to the extent the performance goals both a time-based vesting condition (the “Performance GoalsTime-Based Condition”) applicable to the performance period and a performance-based vesting condition (the “Performance PeriodPerformance-Based Condition”) (specified in the attached Schedule A, Sections 2 and 3) are attained), as determined in accordance with Section 2(bdescribed herein. None of the Granted PBRSUs (or any portion thereof) below; shall be “vested” for purposes of this Agreement unless and until both the Time-Based Condition and the Performance-Based Condition for such Granted PBRSUs are satisfied. The number of Granted PBRSUs that become “vested” for purposes of this Agreement (ii) which, for the sake of clarity and avoidance of doubt, may be less than or greater than the number of PBRSUs specified above as long as the Participant remains continuously employed by the Company or a Subsidiary from having been granted on the Grant Date through each Date) shall equal the product of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount number of the Award Granted PBRSUs that have satisfied the Time-Based Condition and (y) the percentage level at which the Performance-Based Condition has been satisfied. (i) The Time-Based Condition shall be satisfied on the Performance Measurement Date (as defined below), subject to the Participant not having ceased to perform services to the Company, except as provided in Section 2(c), prior to the Performance Measurement Date. (ii) The percentage level at which the Performance-Based Condition is satisfied will be measured as of the Performance Measurement Date and will be equal to the average of the Achievement Percentages separately determined for the Performance Goals (as defined below), where such average ultimately is determined to be eligible to vest based on the level of attainment by weighing differently each of the Performance Goals in accordance with Section 2(bas follows: [●]% of such average will be measured by Cumulative Adjusted EBITDA; [●]% of such average will be measured by End-to-End RCM Agreement Growth; and [●]% of such average will be measured by Modular Sales Revenue. Table 1: Non-COC Measurement Date ([●]) hereofBelow Threshold <[●] <[●] <[●] [●] Threshold [●] [●] [●] [●] Target [●] [●] [●] [●] Maximum [●] [●] [●] [●] (1) If the Performance Measurement Date is the Non-COC Measurement Date, divided by (y) then achievement will be determined pursuant to Table 1 above, subject to the terms and conditions of this paragraph. The maximum number of Vesting Dates. (b) As soon as reasonably practicable after Granted PBRSUs that satisfy the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based CompensationCondition and thus become “vested” cannot exceed [●]% of the Granted PBRSUs. For each Performance Goal, performance between Threshold and Target or between Target and Maximum will be determined on a pro-rata basis using straight-line interpolation between the Achievement Percentages for the relevant levels of performance. Example: If Cumulative Adjusted EBITDA is $[●], the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m)Achievement Percentage for Cumulative Adjusted EBITDA is [●]%. On the basis of the determination or certified level of attainment of the Performance GoalsIf End-to-End RCM Agreement Growth is $[●], the amount of Achievement Percentage for End-to-End RCM Agreement Growth is [●]%. If Modular Sales Revenue is $[●], the Award that Achievement Percentage for Modular Sales Revenue is eligible to vest on each of [●]%. Accordingly, the Vesting Dates shall be calculated as described in Section 2(a). In percentage level at which the case of an Award that is intended to constitute Qualified Performance-Based CompensationCondition is satisfied, after giving weight to the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the different Performance Goals for the Performance Period are not attainedat [●]%, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals[●]% and [●]%, respectively, is [●]%. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. [Year] [●] [●] [●] [●] [●] [●] [●] [●] [●] [Year] [●] [●] [●] [●] [●] [●] [●] [●] [●] [Year] [●] [●] [●] [●] [●] [●] [●] [●] [●] Cumulative (c[●] Yrs) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.[●] [●] [●] [●] [●] [●] [●] [●] [●]

Vesting. (a) Unless otherwise provided in this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each The Restricted Stock Units have been credited to a bookkeeping account on behalf of the Vesting Dates (specified Participant. The Restricted Stock Units shall be earned in whole, in part, or not at all, as provided herein. Following the attached Schedule A, Section 6): (i) to end of the extent the performance goals (the “Performance Goals”) applicable to the a three-year performance period that commences on January 1st of the year in which the Grant Date occurs (such three-year period is referred to as the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date), the Committee shall determine the actual level Company’s performance, described in more detail below, and shall certify such results in writing. Upon such certification, the Restricted Stock Units shall vest (the “Vesting Date,” as applicable) only if the Company achieves the “threshold level” of attainment performance (as defined below) and, subject to the terms of this Agreement and the Plan, so long as the Participant remains in service on the Vesting Date. Any Restricted Stock Units that fail to vest by the end of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing Period in accordance with the requirements terms of Code Section 162(m) this Agreement shall be forfeited and reconveyed to the Company without further consideration or any act or action by the Committee, which shall be comprised solely of “outside directors” within Participant and the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of further right or interest in the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the CompanyRestricted Stock Units. (db) For purposes of this Agreement, the performance goals shall be based on the Company’s relative total shareholder return (“SubsidiaryrTSR”) percentile performance and certain financial performance measures. The financial performance measures are the Company’s return on average assets (“ROAA”) percentile performance and return on average tangible common stockholder’s equity (“ROATCE”) percentile performance. For purposes of this Agreement, rTSR, ROAA and ROATCE each are referred to as a “Performance Metric” and collectively, the “Performance Metrics”, and “percentile performance” is determined based upon a comparison to the companies that comprise the ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. Regional Bank Index (“KRX”) over the Performance Period. For purposes of this Agreement, ROAA and ROATCE shall mean any present or future be calculated on an “subsidiary corporationas-adjusted” basis to take into account merger-related expenses and other one-time expenses consistent with the methodology used by the KRX. (i) Vesting with respect to 50% of the Restricted Stock Units granted pursuant to this Agreement shall be based on the Company’s rTSR as compared to rTSR of the KRX companies over the Performance Period. 50% of the Targeted Restricted Stock Units shall be attributable to the rTSR Performance Metric. (ii) Vesting with respect to 25% of the Restricted Stock Units granted pursuant to this Agreement shall be based on the Company’s average ROAA percentile performance as compared to KRX companies over the Performance Period. 25% of the Targeted Restricted Stock Units shall be attributable to the ROAA Performance Metric. (iii) Vesting with respect to the remaining 25% of Restricted Stock Units granted pursuant to this Agreement shall be based on the Company’s average ROATCE percentile performance as compared to the KRX companies over the Performance Period. 25% of the Targeted Restricted Stock Units shall be attributable to the ROATCE Performance Metric. (iv) The Company’s total shareholder return shall be the ratio of the 20-trading day average stock price at the end of the Performance Period, inclusive of the last trading day of the Performance Period, to the 20-trading day average stock price immediately prior to the beginning of the Performance Period, assuming dividends are reinvested as defined of the last trading day immediately prior to the record date of such dividend. ROAA and ROATCE shall be calculated based on the Company’s audited financials as of December 31st of each year during the Performance Period. (c) The measurement of each Performance Metric is completely independent and distinct from the measurement of the other Performance Metrics. The Company’s performance with respect to a Performance Metric over the Performance Period must be in at least the 25th percentile of the companies in the KRX (i.e., the “threshold level”) for any portion of the Restricted Stock Units subject to vesting based on such Performance Metric to vest at the end of the Performance Period. If the Company’s percentile performance with respect to a Performance Metric falls between (i) the threshold level and the 50th percentile of the companies in the KRX (i.e., the “target level”), (ii) the target level and the 75th percentile of the companies in the KRX, or (iii) such 75th percentile and the 90th percentile of the companies in the KRX (i.e., the “maximum level”), the Committee shall use straight-line interpolation between upper and lower bound Restricted Stock Unit vesting percentages applicable to the relevant range described in clauses (i), (ii) or (iii) above to determine the vested number of Restricted Stock Units for the Performance Period with respect to the relevant Performance Metric, which in no event shall exceed 200% of the Target Restricted Stock Units with respect to that Performance Metric. Notwithstanding the foregoing, with respect to the rTSR Performance Metric, if the Company’s actual total shareholder return is negative, the Participant shall not vest in more than the Target Restricted Stock Units attributable to the rTSR Performance Metric. The portion of the Restricted Stock Units eligible for vesting if the Company achieves the threshold, target or maximum levels are as follows: Company’s Performance Metric Percentile Performance Rank Vesting Percentage of Target Restricted Stock Units Attributable to Performance Metric 90th Percentile (the “maximum level”) 200% of the Target Restricted Stock Units attributable to the Performance Metric 75th Percentile 150% of the Target Restricted Stock Units attributable to the Performance Metric 50th Percentile (the “target level”) 100% of the Target Restricted Stock Units attributable to the Performance Metric 25th Percentile (the “threshold level”) 50% of the Target Restricted Stock Units attributable to the Performance Metric Below 25th Percentile None of the Target Restricted Stock Units attributable to the Performance Metric (d) Except as may be otherwise provided in Section 424(f) 1.3 of this Agreement, in the event the Participant’s service as an Employee, Officer, director or consultant terminates for any reason other than death or Disability, vesting shall cease and any Restricted Stock Units that have not yet vested on such date shall be forfeited immediately and reconveyed to the Company without further consideration or any act or action by the Participant and the Participant shall have no further right or interest in the Restricted Stock Units. Notwithstanding the foregoing, in the event the Participant’s status as an Employee, Officer, director or consultant terminates without Cause or for Good Reason, the Committee, in its sole discretion, may waive the automatic forfeiture of any or all such Restricted Stock Units and the Participant may be eligible to vest in his or her Restricted Stock Units at the end of the CodePerformance Period in accordance with Section 1.2 and the Company shall settle such Restricted Stock Units in accordance with Article II.

Vesting. (a) Unless otherwise provided in this Agreement, the Award granted under this Agreement You shall vest and become payable in cash as the number of each Target Shares, if any, determined by the Committee following the end of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals period commencing on [  ] (the “Performance GoalsCommencement Date”) applicable to the performance period and ending on [  ] (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment achievement of the applicable performance goals approved by the Committee, communicated to you and set forth in the Company’s records, subject to your continued employment with the Company or an Affiliate through the end of the Performance Goals Period. The number of shares of Stock that may become vested hereunder shall range from zero to two hundred percent (200%) of the Target Shares, based on the level of achievement of the applicable performance goals during the Performance Period, as determined by the Committee. If more than 100% of the Target Shares become vested, as determined by the Committee, then the number of additional shares that become vested (the “Additional Shares” and, together with the Target Shares, the “Shares”) shall be issued to you on the date on which the Committee certifies the level of achievement of the applicable performance goals (the “Certification Date”). Subject to Section 4 below, any Shares that are earned based on the achievement of applicable performance goals in accordance with this Section 2(b3(a) (the “Earned Shares”) shall be deemed to be vested on the Certification Date. Any Target Shares that do not vest pursuant to the terms of Sections 3 or 4 hereof shall be immediately and irrevocably forfeited, including the right to receive cash payments and other distributions pursuant to Section 1(b) hereof, divided by (y) as of the number of Vesting DatesCertification Date. (b) As soon as reasonably practicable after The Committee administering the completion Plan shall have the authority to make any determinations regarding questions arising from the application of the Performance Period and no later than the first Vesting Dateprovisions of this Section 3, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the which determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committeefinal, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest conclusive and binding on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award until the Committee determines you and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Performance Units awarded under this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b) below; 4, and (ii) his rights to such vested Performance Units shall become nonforfeitable as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment last day of the Performance Goals Period, subject to Section 6 below. [Except as provided in Section [3(b) or (c)] below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any Performance Units awarded under this Agreement that do not vest, as calculated in accordance with Section 2(b) hereof4, divided by shall be canceled immediately and shall not be payable to the Participant.] Prior to the payment of any Performance Units, the Committee shall certify in writing (ywhich may be set forth in the minutes of a meeting of the Committee) the number extent to which the Performance Criteria and all other material terms of Vesting Datesthis Agreement have been met. (b) As soon as reasonably practicable after [In the completion event the Participant dies or becomes disabled (within the meaning of Section 22(e) of the Code) before the end of the Performance Period and no later than the first Vesting DatePeriod, the Committee Participant shall determine the actual level of attainment of vest in the Performance Goals; providedUnits granted under Section 2 of this Agreement [(and, howeverfor the avoidance of doubt, that no additional Performance Units in which the case of an Award intended Participant may be entitled to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing vest in accordance with the requirements of Code Section 162(m) by the Committee, which Performance Criteria)] and his rights to such vested Performance Units shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis become nonforfeitable as of the determination date on which his employment is terminated.] (c) [In the event the Participant’s employment with the Company or certified level any of attainment of its Subsidiaries is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Performance GoalsUnits have become vested under Section 3(a), the amount Participant shall vest in the Performance Units granted under Section 2 of this Agreement [(and, for the Award that is eligible avoidance of doubt, no additional Performance Units in which the Participant may be entitled to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(mPerformance Criteria). If this Award is not intended ] and his rights to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the vested Performance Goals or the amount Units shall become nonforfeitable as of the Award as the Committee in its sole discretion deems appropriatedate on which his employment is terminated. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.]

Vesting. (a) Unless otherwise provided To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b) below; 4, and (ii) the Participant's rights to such vested Restricted Share Units shall become nonforfeitable as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment last day of the Performance Goals Period, subject to Section 3(d) below. [Except as provided in Section [3(b) or (c)] below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any Restricted Share Units awarded under this Agreement that do not vest, as calculated in accordance with Section 2(b) hereof4, divided by shall be canceled immediately and shall not be payable to the Participant.] Prior to the payment of any Restricted Share Units, the Committee shall certify in writing (ywhich may be set forth in the minutes of a meeting of the Committee) the number extent to which the Performance Criteria and all other material terms of Vesting Datesthis Agreement have been met. (b) As soon as reasonably practicable after [In the completion event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period and no later than the first Vesting DatePeriod, the Committee Participant shall determine the actual level of attainment of the Performance Goals; provided, however, that vest in the case ________ Restricted Share Units granted under Section 2 of an Award intended this Agreement [(and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing vest in accordance with the requirements of Code Section 162(m) by Performance Criteria)] and the Committee, which Participant's rights to such vested Restricted Share Units shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis become nonforfeitable as of the determination date of death or certified level termination of attainment employment on account of a Disability.] (c) [In the Performance Goalsevent the Participant's employment with or service to the Company or any of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Restricted Share Units have become vested under Section 3(a) or (b), the amount Participant shall vest in the _______ Restricted Share Units granted under Section 2 of this Agreement [(and, for the Award that is eligible avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements Performance Criteria)] and the Participant's rights to such vested Restricted Share Units shall become nonforfeitable as of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments date on which the Participant's employment with or service to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriateCompany is terminated. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company.] (d) For purposes of this Agreement[Except as provided in Section [3(b) or (c)] above], “Subsidiary” shall mean if the Participant's employment with the Company terminates for any present or future “subsidiary corporation” reason prior to the expiration of the CompanyPerformance Period, as defined in Section 424(f) of all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the CodeParticipant.]

Vesting. (a) Unless otherwise provided in this Agreementearlier terminated, forfeited, relinquished or expired, and subject to the Award granted under this Agreement shall vest and become payable in cash as of each of Grantee’s continued employment through the Vesting Dates (specified in the attached Schedule Aapplicable vesting dates, Section 6): (i) to 50% of the extent the performance goals Performance Stock Units shall vest in accordance with Section 3(b) (the “Revenue PSUs”), (ii) 35% of the Performance GoalsStock Units shall vest in accordance with Section 3(c) (the “TSR PSUs”) applicable to and (iii) 15% of the Performance Stock Units shall vest in accordance with Section 3(d) (the “Strategic PSUs”). (b) The Revenue PSUs shall vest if the Administrator certifies that at least one of the revenue performance metrics set forth in Appendix A attached hereto (the “Revenue Vesting Metrics”) has been achieved at at least the threshold level of performance during the period beginning on January 1, 2026 and ending on December 31, 2028 (the “Performance Period”) ), 100% of the Earned Revenue PSUs (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(bpursuant to Appendix A) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each the later of the Vesting Dates shall be equal to (x) the total amount date on which the Administrator certified such achievement and (y) March 1, 2029. Notwithstanding anything to the contrary in this Section 3(b), in the event that the Company fails to achieve the threshold level of performance under a Revenue Vesting Metric during the Performance Period, the vesting of the Award that is determined to Revenue PSUs shall immediately cease and all of the Revenue PSUs shall be eligible to vest based on immediately forfeited as of the level of attainment last day of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriatePeriod. (c) The Participant shall have no rights to payment If the Administrator certifies that the relative total stockholder return performance metric set forth in Appendix B attached hereto (the “TSR Vesting Metric”) has been achieved at at least the threshold level of performance during the Performance Period, 100% of the Award until Earned TSR PSUs (as determined pursuant to Appendix B) shall vest on the Committee determines later of (x) the date on which the Administrator certified such achievement and certifies (y) March 1, 2029. Notwithstanding anything to the contrary in writing this Section 3(c), in the event that the applicable Company fails to achieve the threshold level of performance under the TSR Vesting Metric during the Performance Goals have been attained and that the Award has vested. Prior to settlementPeriod, the Award represents an unfunded and unsecured obligation vesting of the CompanyTSR PSUs shall immediately cease and all of the TSR PSUs shall be immediately forfeited as of the last day of the Performance Period. (d) For purposes If the Administrator certifies that the strategic performance metric set forth in Appendix C attached hereto (the “Strategic Vesting Metric”) has been achieved by at least the threshold level of this Agreementperformance during the Performance Period, “Subsidiary” shall mean any present or future “subsidiary corporation” 100% of the CompanyEarned Revenue PSUs (as determined pursuant to Appendix C) shall vest on the later of (x) the date on which the Administrator certified such achievement and (y) March 1, 2029. Notwithstanding anything to the contrary in this Section 3(d), in the event that the Company fails to achieve the threshold level of performance under the Strategic Vesting Metric during the Performance Period, the vesting of the Strategic PSUs shall immediately cease and all of the Strategic PSUs shall be immediately forfeited as defined of the last day of the Performance Period. (e) Notwithstanding anything to the contrary in Section 424(f3(b), Section 3(c) and Section 3(d) above and subject to the conditions set forth below, if the Company consummates a Covered Transaction prior to the end of the CodePerformance Period, the Performance Stock Units granted hereby that have not otherwise vested or been terminated, forfeited, relinquished or expired prior to the Covered Transaction shall automatically become a number of time-vested restricted stock units (“Restricted Stock Units”) assuming the greater of (i) the target level of performance or (ii) (x) with respect to the Revenue Vesting Metric and the Strategic Vesting Metric, the expected (as determined by the Administrator) level of performance and (y) with respect to the TSR Vesting Metric, the actual level of performance through the date of the Covered Transaction, which Restricted Stock Units shall vest on the first anniversary of the Covered Transaction, subject to Grantee’s continued employment through that date.

Vesting. (a) Unless otherwise provided in this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 65): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary (or one of the Company’s affiliates) from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified of the attainment level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the The Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified make such adjustments in accordance with the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or (and to the amount method of determining the Award performance attainment level) as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Award granted under this Agreement The Granted PBRSUs shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) be subject to the extent the performance goals both a time-based vesting condition (the “Performance GoalsTime-Based Condition”) applicable to the performance period and a performance-based vesting condition (the “Performance PeriodPerformance-Based Condition”) (specified in the attached Schedule A, Sections 2 and 3) are attained), as determined in accordance with Section 2(bdescribed herein. None of the Granted PBRSUs (or any portion thereof) below; shall be “vested” for purposes of this Agreement unless and until both the Time-Based Condition and the Performance-Based Condition for such Granted PBRSUs are satisfied. The number of Granted PBRSUs that become “vested” for purposes of this Agreement (ii) which, for the sake of clarity and avoidance of doubt, may be less than or greater than the number of PBRSUs specified above as long as the Participant remains continuously employed by the Company or a Subsidiary from having been granted on the Grant Date through each Date) shall equal the product of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount number of the Award Granted PBRSUs that is determined to be eligible to vest based on have satisfied the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by Time-Based Condition and (y) the number of Vesting Datespercentage level at which the Performance-Based Condition has been satisfied. (bi) As soon The Time-Based Condition shall be satisfied on the Performance Measurement Date (as reasonably practicable after defined below), subject to the completion Participant not having ceased to perform services to the Company, except as provided in Section 2(c), prior to the Performance Measurement Date. (ii) The percentage level at which the Performance-Based Condition is satisfied will be measured as of the Performance Period Measurement Date and no later than will be equal to the first Vesting average of the Achievement Percentages separately determined for the Performance Goals (as defined below). Table 1: Non-COC Measurement Date ([●]) Below Threshold <[●] <[●] [●] Threshold [●] [●] [●] Target [●] [●] [●] Maximum [●] [●] [●] (1) If the Performance Measurement Date is the Non-COC Measurement Date, then achievement will be determined pursuant to Table 1 above, subject to the Committee shall determine terms and conditions of this paragraph. The maximum number of Granted PBRSUs that satisfy the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based CompensationCondition and thus become “vested” cannot exceed [●]% of the Granted PBRSUs. For each Performance Goal, performance between Threshold and Target or between Target and Maximum will be determined on a pro-rata basis using straight-line interpolation between the Achievement Percentages for the relevant levels of performance. Example: If Cumulative Adjusted EBITDA is $[●], the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m)Achievement Percentage for Cumulative Adjusted EBITDA is [●]%. On the basis of the determination or certified level of attainment of the Performance GoalsIf End-to-End RCM Agreement Growth is $[●], the amount of Achievement Percentage for End-to-End RCM Agreement Growth is [●]%. Accordingly, the Award that is eligible to vest on each of percentage level at which the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, Condition is satisfied is [●]% (the Committee may not increase the amount average of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m[●]% and [●]%). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. [Year] [●] [●] [●] [●] [●] [●] [Year] [●] [●] [●] [●] [●] [●] [Year] [●] [●] [●] [●] [●] [●] Cumulative (c[●] Yrs) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.[●] [●] [●] [●] [●] [●]

Vesting. (a) Unless otherwise provided in this Agreement, the Award Units granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): Shares (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) Section 3 are attained, as determined in accordance with Section 2(b) below; below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each the latter of the Vesting Dates. The amount last day of the Award that shall be eligible to vest on each of performance period or the Vesting Dates shall be equal to (x) vesting date specified in the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereofattached Schedule A, divided by (y) the number of Vesting DatesSections 2 and 6. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award Units intended to constitute Qualified Performance-Based 6594677-v1\GESDMS Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance GoalsGoal, the amount number of the Award Units that is are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a)calculated. In the case of an Award Units that is are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount number of Units that may be eligible to vest to a number that is greater than the Award that becomes payable or pay any amount number of Units determined in accordance with the Award if the Performance Goals for the Performance Period are not attainedforegoing sentence, but it retains the sole discretion to reduce the amount number of the Award Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals Goal may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments adjustment to the Performance Goals or the amount of the Award Goal as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award Shares until the Committee determines and certifies in writing that the applicable Performance Goals Units have been attained and that the Award has vested. Prior to settlement, the Award represents Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b) below; 4 (the “Earned Amount”), and (ii) the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment last day of the Performance Goals Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 2(b) hereof4, divided by shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (ywhich may be set forth in the minutes of a meeting of the Committee) the number extent to which the Performance Criteria and all other material terms of Vesting Datesthis Agreement have been met. (b) As soon In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as reasonably practicable after is equal to the completion product of (i) the Earned Amount that the Participant would have earned had he not died or suffered a Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no later than additional Restricted Share Units in which the first Vesting DateParticipant may have been entitled to vest in accordance with the Performance Criteria) and the Participant’s, or the Participant’s estate or beneficiaries in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had Participant not died or suffered a Disability. (c) In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Restricted Share Units have become vested under Section 3(a) or (b), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Award as Participant may have been entitled to vest in accordance with the Committee in its sole discretion deems appropriate. (cPerformance Criteria) The Participant shall have no and the Participant’s rights to payment such vested amount of Restricted Share Units shall become nonforfeitable as of the Award until date on which the Committee determines and certifies in writing that Participant’s employment with or service to the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the CompanyCompany is terminated. (d) For purposes of this AgreementExcept as provided in Section 3(b) or (c) above, “Subsidiary” shall mean if the Participant’s employment with the Company terminates for any present or future “subsidiary corporation” reason prior to the expiration of the CompanyPerformance Period, as defined in Section 424(f) of all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the CodeParticipant.

Vesting. (a) Unless otherwise provided in this AgreementSubject to Sections 4 and 6 below, and pursuant to the Award granted under terms of this Agreement shall vest and become payable in cash the Plan (and as of each summarized on Exhibit A attached hereto), up to one-third (1/3rd) of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that Restricted Stock Units subject hereto shall be eligible to vest and no longer be subject to Restrictions on each Vesting Date to the extent that the Company’s Return on Invested Assets goals and Absolute Total Shareholder Return goals set forth on Exhibit A attached hereto are satisfied for the applicable Performance Year (each such term as defined below or on Exhibit A), subject to the Awardee being an employee of the Company or an Affiliate thereof through the applicable Vesting Date. As soon as reasonably practicable following the end of each Performance Year (but in no event earlier than the first anniversary of the Effective Date (with respect to the first Performance Year) or later than sixty (60) days after the end of the Performance Year), the Committee shall determine (each such date of determination by the Committee, a “Vesting Date”) the Company’s Return on Invested Assets for the applicable Performance Year, the Vesting Percentage with respect to such Performance Year, the Absolute Total Shareholder Return for such Performance Year and the number of Restricted Stock Units subject hereto that have become vested and no longer subject to Restrictions as of the Vesting Dates Date (which shall be determined by multiplying one-third (1/3rd) of the total Restricted Stock Units subject hereto by the applicable Vesting Percentage, with any fractional Restricted Stock Unit rounded as determined by the Company). To the extent that any Restricted Stock Units subject to vesting on a particular Vesting Date have not become vested and no longer subject to Restrictions as of such Vesting Date for any reason, such Restricted Stock Units shall immediately be forfeited as of such date without consideration therefor, and the Awardee shall have no further right or interest in or with respect to such Restricted Stock Units. Notwithstanding the foregoing, in the event that a Change of Control occurs prior to the end of any Performance Year and the Awardee remains in continued employment with the Company or an Affiliate thereof until at least immediately prior to the Change of Control, a number of Restricted Stock Units equal to the product of (x) the total amount number of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided then-outstanding Restricted Stock Units multiplied by (y) the number of Vesting Dates. Percentage calculated assuming that the Company’s Return on Invested Assets for each remaining applicable Performance Year is attained at Target Level (bas set forth on Exhibit A) As soon (with any fractional Restricted Stock Unit rounded as reasonably practicable after determined by the completion Company) shall automatically become fully vested and no longer subject to Restrictions as of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level date of attainment such Change of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m)Control. On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” the following terms shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.have their respective meanings set forth below:

Vesting. (a) Unless otherwise provided in If Employee remains continuously employed by the Company from the Grant Date through [__________], this Agreement, the Performance Award granted under this Agreement shall vest and become payable in cash as of each Employee on such date at the level set forth in the Notice based upon achievement of the Vesting Dates (specified Company performance objectives set forth in the attached Schedule A, Section 6): Notice (i) to the extent the performance goals (the “Performance GoalsObjectives”) applicable to during the performance period commencing on [__________] and ending [__________] (the “Performance Period”) (specified in ). As soon as administratively practicable after the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment end of the Performance Goals Period (or such earlier date as set forth in accordance with Section Sections 2(b), (c) hereofor (d)), divided by the Compensation Committee of the Board (y“Committee”) shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of Vesting Datesunits of Deferred Stock that are vested in Employee as a result of such achievement. (b) As soon as reasonably practicable If on or after the completion eighteen-month anniversary of the Grant Date and prior to the end of the Performance Period (i) a “Change of Control” (as defined in Treasury Regulation Section 1.409A-3(i)(5) that also meets the definition of “Change of Control” under the Plan) of the Company occurs, (ii) Employee incurs a “Disability” (as defined in Treasury Regulation Section 1.409A-3(i)(4) that also meets the definition of “disability” under the Company’s long-term disability plan), or (iii) Employee’s employment terminates due to Employee’s death, this Performance Award shall vest on the earliest of such events at the greater of the “Determined Percentage” (as defined below) and no later the “target” level of performance as set forth in the Notice. For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the date of the applicable vesting event was the most recently completed fiscal quarter of the Company. As soon as administratively practicable after the date of the applicable vesting event described in clauses (b)(i) or (b)(ii) above, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that vest as a result of such achievement. (c) If on or after eighteen-month anniversary of the Grant Date and prior to the end of the Performance Period the Employee terminates employment with the Company on or after age sixty for a reason other than death or Disability (“Retirement”), this Performance Award shall vest on the first Vesting date of such termination due to Retirement (the “Retirement Date”) at the “Determined Percentage” (as defined below). For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the date of the applicable vesting event was the Employee’s Retirement Date, multiplied by a fraction, the numerator of which is equal to the number of Employee’s actual days of employment from the Grant Date to Employee’s Retirement Date, and the denominator of which is equal to the total number of days in the Performance Period. As soon as administratively practicable after the Retirement Date, the Committee shall determine affirm in writing the actual level of attainment of extent to which the Performance Goals; provided, however, that in Objectives have been achieved and the case number of an Award intended to constitute Qualified Performance-Based Compensation, the determination units of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards Deferred Stock that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except vested in Employee as specified in the attached Schedule A, Section 4 in accordance with the requirements a result of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Companyachievement. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” If prior to the eighteen-month anniversary of the CompanyGrant Date (i) a Change of Control occurs, (ii) Employee incurs a “Disability”, or (iii) Employee’s employment terminates due to Employee’s death, this Performance Award shall vest on the earliest of such events at the greater of the Determined Percentage (as defined below) and the percentage attributable to the “target” level of performance as set forth in the Notice. For this purpose, the “Determined Percentage” means the percentage of vesting that would have occurred respecting the Performance Award pursuant to the Notice as if the date of the applicable vesting event was the most recently completed fiscal quarter of the Company on or following the Grant Date. Notwithstanding the foregoing, if the vesting event is as a result of (ii) or (iii) above, the Determined Percentage shall be multiplied by a fraction, the numerator of which is equal to the number of Employee’s actual days of employment from the Grant Date to the date of Disability or death, as defined applicable, and the denominator of which is equal to the total number of days in Section 424(f) the Performance Period. As soon as administratively practicable after the date of the Codeapplicable vesting event, the Committee shall affirm in writing the extent to which the Performance Objectives have been achieved and the number of units of Deferred Stock that vest as a result of such achievement. (e) If Employee’s employment with the Company is terminated prior to the end of the Performance Period, and neither (b), (c) nor (d) above apply, this Performance Award automatically shall be forfeited in full, without payment, on such termination.

Vesting. (a) Unless otherwise provided in this Agreement, the Award granted under this Agreement The Granted PBRSUs shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) be subject to the extent the performance goals both a time-based vesting condition (the “Performance GoalsTime-Based Condition”) applicable to the performance period and a performance-based vesting condition (the “Performance PeriodPerformance-Based Condition”) (specified in the attached Schedule A, Sections 2 and 3) are attained), as determined in accordance with Section 2(bdescribed herein. None of the Granted PBRSUs (or any portion thereof) below; shall be “vested” for purposes of this Agreement unless and until both the Time-Based Condition and the Performance-Based Condition for such Granted PBRSUs are satisfied. The number of Granted PBRSUs that become “vested” for purposes of this Agreement (ii) which, for the sake of clarity and avoidance of doubt, may be less than or greater than the number of PBRSUs specified above as long as the Participant remains continuously employed by the Company or a Subsidiary from having been granted on the Grant Date through each Date) shall equal the product of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount number of the Award Granted PBRSUs that have satisfied the Time-Based Condition and (y) the percentage level at which the Performance-Based Condition has been satisfied. (i) The Time-Based Condition shall be satisfied as to equal 1/3rd installments of the Granted PBRSUs on each of (A) Performance Measurement Date (as defined below), (B) the 12-month anniversary of the Performance Measurement Date, and (C) the 24-month anniversary of the Performance Measurement Date (each, a “Time-Vesting Date”), in each case subject to the Participant not having ceased to perform services to the Company, except as provided in Section 2(c), prior to such Time-Vesting Date. In the event of a Change of Control, and provided the Participant has not ceased to perform services to the Company through such Change of Control, the Time-Based Condition shall be deemed satisfied with respect to all of the Granted PBRSUs. (ii) The percentage level at which the Performance-Based Condition is satisfied will be measured as of the Performance Measurement Date and will be equal to the average of the Achievement Percentages separately determined for the Performance Goals (as defined below), where such average ultimately is determined to be eligible to vest based on the level of attainment by weighing differently each of the Performance Goals in accordance with Section 2(bas follows: [•]% of such average will be measured by Cumulative Adjusted EBITDA; [•]% of such average will be measured by End-to-End RCM Agreement Growth; and [•]% of such average will be measured by Modular Sales Revenue. Cumulative Adjusted EBITDA ($M) hereofEnd-to-End RCM Agreement Growth ($B) Modular Sales Revenue ($M) Below Threshold <[•] <[•] <[•] [•] Threshold [•] [•] [•] [•] Target [•] [•] [•] [•] Maximum [•] [•] [•] [•] (1) If the Performance Measurement Date is the Non-COC Measurement Date, divided by (y) then achievement will be determined pursuant to Table 1 above, subject to the terms and conditions of this paragraph. The maximum number of Vesting Dates. (b) As soon as reasonably practicable after Granted PBRSUs that satisfy the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based CompensationCondition and thus become “vested” cannot exceed [•]% of the Granted PBRSUs. For each Performance Goal, performance between Threshold and Target or between Target and Maximum will be determined on a pro-rata basis using straight-line interpolation between the Achievement Percentages for the relevant levels of performance. Example: If Cumulative Adjusted EBITDA is $[•], the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m)Achievement Percentage for Cumulative Adjusted EBITDA is [•]%. On the basis of the determination or certified level of attainment of the Performance GoalsIf End-to-End RCM Agreement Growth is $[•], the amount of Achievement Percentage for End-to-End RCM Agreement Growth is [•]%. If Modular Sales Revenue is $[•], the Award that Achievement Percentage for Modular Sales Revenue is eligible to vest on each of [•]%. Accordingly, the Vesting Dates shall be calculated as described in Section 2(a). In percentage level at which the case of an Award that is intended to constitute Qualified Performance-Based CompensationCondition is satisfied, after giving weight to the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the different Performance Goals for the Performance Period are not attainedat [•]%, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation[•]% and [•]%, the Performance Goals may not be adjusted except as specified in the attached Schedule Arespectively, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate[•]%. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Award Units granted under this Agreement shall vest and become payable in cash Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): ), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and Section 3) are attained, as determined in accordance with Section 2(b) below; below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting DatesDates (specified in the attached Schedule A, Section 6). The amount number of the Award Units that shall be eligible to vest on each of the Vesting Dates shall be equal to the quotient of (xi) the total amount number of the Award Units that is are determined to be eligible to vest based on the level of attainment of the Performance Goals Goal in accordance with Section 2(b) hereof, divided by (yii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance GoalsGoal, the amount number of the Award Units that is are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a)calculated. In the case of an Award Units that is are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount number of Units that may be eligible to vest to a number that is greater than the Award that becomes payable or pay any amount number of Units determined in accordance with the Award if the Performance Goals for the Performance Period are not attainedforegoing sentence, but it retains the sole discretion to reduce the amount number of the Award Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals Goal may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments adjustment to the Performance Goals or the amount of the Award Goal as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award Shares until the Committee determines and certifies in writing that the applicable Performance Goals Units have been attained and that the Award has vested. Prior to settlement, the Award represents Units represent an unfunded and unsecured obligation of the Company. (d) To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in Section 2(a) may be adjusted by the Company in its sole discretion. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Award granted under this Agreement The Granted PBRSUs shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) be subject to the extent the performance goals both a time-based vesting condition (the “Performance GoalsTime-Based Condition”) applicable to the performance period and a performance-based vesting condition (the “Performance PeriodPerformance-Based Condition”) (specified in the attached Schedule A, Sections 2 and 3) are attained), as determined in accordance with Section 2(bdescribed herein. None of the Granted PBRSUs (or any portion thereof) below; shall be “vested” for purposes of this Agreement unless and until both the Time-Based Condition and the Performance-Based Condition for such Granted PBRSUs are satisfied. The number of Granted PBRSUs that become “vested” for purposes of this Agreement (ii) which, for the sake of clarity and avoidance of doubt, may be less than or greater than the number of PBRSUs specified above as long as the Participant remains continuously employed by the Company or a Subsidiary from having been granted on the Grant Date through each Date) shall equal the product of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount number of the Award Granted PBRSUs that have satisfied the Time-Based Condition and (y) the percentage level at which the Performance-Based Condition has been satisfied. (i) The Time-Based Condition shall be satisfied as to equal 1/3rd installments of the Granted PBRSUs on each of (A) Performance Measurement Date (as defined below), (B) the 12-month anniversary of the Performance Measurement Date, and (C) the 24-month anniversary of the Performance Measurement Date (each, a “Time-Vesting Date”), in each case subject to the Participant not having ceased to perform services to the Company, except as provided in Section 2(c), prior to such Time-Vesting Date. In the event of a Change of Control, and provided the Participant has not ceased to perform services to the Company through such Change of Control, the Time-Based Condition shall be deemed satisfied with respect to all of the Granted PBRSUs. (ii) The percentage level at which the Performance-Based Condition is satisfied will be measured as of the Performance Measurement Date and will be equal to the average of the Achievement Percentages separately determined for the Performance Goals (as defined below), where such average ultimately is determined to be eligible to vest based on the level of attainment by weighing differently each of the Performance Goals in accordance with Section 2(bas follows: [●]% of such average will be measured by Cumulative Adjusted EBITDA; [●]% of such average will be measured by End-to-End RCM Agreement Growth; and [●]% of such average will be measured by Modular Sales Revenue. Table 1: Non-COC Measurement Date ([●]) hereofBelow Threshold <[●] <[●] <[●] [●] Threshold [●] [●] [●] [●] Target [●] [●] [●] [●] Maximum [●] [●] [●] [●] (1) If the Performance Measurement Date is the Non-COC Measurement Date, divided by (y) then achievement will be determined pursuant to Table 1 above, subject to the terms and conditions of this paragraph. The maximum number of Vesting Dates. (b) As soon as reasonably practicable after Granted PBRSUs that satisfy the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination Condition and thus become “vested” cannot exceed [●]% of the level of attainment of Granted PBRSUs. For each Performance Goals shall Goal, performance between Threshold and Target or between Target and Maximum will be certified in writing in accordance with determined on a pro-rata basis using straight-line interpolation between the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals Achievement Percentages for the Performance Period are not attained, but it retains the sole discretion to reduce the amount relevant levels of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriateperformance. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided Subject to earlier vesting in this Agreementaccordance with Sections 3 or 4 below, the Award granted under this Agreement Shares shall vest and become payable in cash as of each on the third anniversary of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals Grant Date set forth above (the “Performance GoalsVesting Date”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(bthe vesting provisions of subsection (b) below; and (ii) . Prior to the Vesting Date, the Shares subject to the Award shall be nontransferable and, except as long as the Participant remains continuously employed by otherwise provided herein, shall be immediately forfeited upon Participant’s termination of employment with the Company or a Subsidiary from and its Subsidiaries. Subject to the Grant Date through each terms of the Vesting Dates. The amount of Plan, the Award that shall be eligible Committee reserves the right in its sole discretion to vest on each of waive or reduce the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Datesvesting requirements. (b) As soon as reasonably practicable after The Shares subject to the completion Award are intended to be “qualified performance-based compensation” within the meaning of Section 162(m) of the Performance Period Internal Revenue Code, as amended and no later than the first regulations thereunder (the “Code”) and the maximum number of Shares that shall vest on the Vesting Date shall be equal to the result derived from the following formula: (i) one-half of one percent (or, one and one-half percent if Participant is the Chief Executive Officer of the Company) of the sum of the Company’s operating profit for the period January 1, 2013 through December 31, 2015, as determined by the Committee in accordance with the Plan, divided by (ii) the fair market value of a Share on the Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in no event shall the case number of an Shares which vest on the Vesting Date exceed the number of Shares subject to the Award intended to constitute Qualified Performance-Based Compensationor the individual limits for Participants as set forth in the Plan. The payout of vested Shares may be reduced, but not increased, based on the determination of the level degree of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) such performance criteria as determined by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriatediscretion. To the extent unvested Shares are not paid to Participant pursuant to the immediately preceding sentence, then such unvested Shares shall be immediately forfeited. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. The grant of the Restricted Stock is subject to the following terms and conditions: (a) Unless Except as otherwise provided in this Agreementset forth herein, the Award granted under this Agreement Restricted Stock shall vest and become payable in cash as of each of the Vesting Dates be considered performance-based (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance GoalsPerformance-Based”) applicable and shall become eligible to become vested with respect to that number of shares of Performance-Based Restricted Stock subject to this Award Agreement that correlates to the performance objectives achieved for the two-year performance period beginning January 1, 2018 and ending December 31, 2019 (the “Performance Period”) (specified in set forth on the attached Schedule Exhibit A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals Committee in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Datesits sole discretion. (b) As soon as reasonably practicable after The shares of Performance-Based Restricted Stock that are eligible to become vested based on the completion Committee’s determination of the performance objectives set forth on Exhibit A achieved for the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated (as described in Section 2(a). In ) above) shall then become vested as to (i) fifty percent (50%) (rounded down to the case nearest whole share) of an Award that is intended to constitute Qualified the shares of Performance-Based CompensationRestricted Stock that are then eligible to become vested, as of such day after the Performance Period ends (which shall be no later than March 15, 2020) on which the Committee may not increase certifies in writing the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals performance objectives achieved for the Performance Period are not attained, but it retains and the sole discretion to reduce the amount number of the Award that would otherwise be eligible to vest based on the attainment level shares of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, Restricted Stock that are then eligible to become vested and (ii) the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements remaining number of Code Section 162(m). If this Award is not intended to constitute Qualified shares of Performance-Based CompensationRestricted Stock that are then eligible to become vested, as of December 31, 2020, subject to your continued employment with the Committee may make such adjustments Company (or any Related Company) through the applicable vesting date. Notwithstanding the foregoing, none of the shares of Performance-Based Restricted Stock shall become eligible to become vested if the performance objectives for the Performance Goals Period set forth on Exhibit A are not achieved at or above the amount of the Award as the Committee in its sole discretion deems appropriatedesignated levels set forth therein. (c) The Participant shall have no rights to payment Upon a Change in Control before the end of the Performance Period, the shares of Performance-Based Restricted Stock subject to this Award Agreement shall become eligible to vest with respect to that number of shares of Performance-Based Restricted Stock that equals the number of shares of Performance-Based Restricted Stock that are eligible to vest at the one hundred percent (100%) target threshold. In the event no provision is made for the continuance, assumption or substitution by the Company or its successor in connection with a Change in Control of the shares of Performance-Based Restricted Stock, then, contemporaneously with the Change in Control, the shares of Performance-Based Restricted Stock shall become vested with respect to that number of shares of Performance-Based Restricted Stock that are eligible to vest at the time of the Change in Control, to the extent not vested previously, subject to your continued employment with the Company (or any Related Company) until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation date of the Company. (d) For purposes of this AgreementChange in Control. If provision is made for the continuance, “Subsidiary” shall mean any present assumption or future “subsidiary corporation” substitution by the Company or its successor in connection with the Change in Control of the shares of Performance-Based Restricted Stock, then the shares of Performance-Based Restricted Stock shall become vested, to the extent not vested previously, contemporaneously with the termination of your employment with the Company (or any Related Company) if your employment is terminated by you for Good Reason or is terminated by the Company (or any Related Company) and such termination is not a Termination for Cause, as in each case on or after the Change in Control. “Good Reason” and “Termination for Cause” are defined in Section 424(f) 17 of the Codethis Award Agreement.

Vesting. (a) Unless otherwise Subject to the accelerated vesting provisions provided in this Agreementbelow, the Performance Based Restricted Stock Units subject to the Award granted under this Agreement shall vest and become payable in cash as of each on the last day of the Vesting Dates (specified in the attached Schedule APeriod, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant if Employee remains continuously employed by the Company or a Subsidiary from its Subsidiaries through such date. For the Grant Date through each avoidance of doubt, if the Vesting Dates. The amount Company fails to achieve at least the Earnings Per Share Threshold, an Employee shall be entitled to receive no shares of Stock with respect to the Performance Based Restricted Stock Units subject to the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a2), unless the deemed Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. In If, during the case Performance Period: A. The Employee dies or terminates employment on account of an Award that is intended to constitute Qualified Performance-Based Compensationhis or her Permanent Disability, the Committee may not increase Performance Based Restricted Stock Units subject to the amount Award shall be vested, pro rata (based on the number of full and partial months of the Award that becomes payable or pay any amount of the Award if the Performance Goals for Employee’s employment during the Performance Period are not attaineddivided by twelve), but it retains based on Earnings Per Share from Continuing Operations during the sole discretion Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to reduce the amount of the Award that would otherwise shall be eligible to vest vested, pro rata (based on the attainment level number of full and partial months during the Performance Period before the date of the Change in Control, divided by twelve), and the Earnings Per Share from Continuing Operations shall be deemed to be 100% of the Earnings Per Share Target, regardless of actual performance. If, after the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based CompensationPeriod but during the Vesting Period: A. The Employee dies or terminates employment on account of his or her Permanent Disability or by reason of retirement (as determined by the Company, in its sole and absolute discretion), the Performance Goals may not Based Restricted Stock Units subject to the Award shall be adjusted except immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Earnings Per Share from Continuing Operations during the Performance Period. Except as specified provided in 4.1 below, in the attached Schedule A, Section 4 in accordance event of the termination of employment of Employee with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, Company and its Subsidiaries for any other reason before the Committee may make such adjustments to the Performance Goals or the amount end of the Award as Vesting Period, all Performance Based Restricted Stock Units that are not vested at the Committee in its sole discretion deems appropriatetime of such termination of employment normally shall be forfeited. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Award The Units granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): Shares (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each (1) the last day of the Vesting Dates. The amount performance period specified in the attached Schedule A (the “Performance Period”) or (2) if later, on the second anniversary of the Award that shall be eligible Grant Date, or such other minimum period as required for the vesting period applicable to vest on each French-qualified Restricted Stock Units under Section L. ▇▇▇-▇▇▇-▇ of the Vesting Dates shall be equal to (x) the total amount French Commercial Code, as amended, or relevant Section of the Award that is determined French Tax Code or the French Social Security code, as amended, and (ii) to be eligible the extent the performance goals applicable to vest based on the level of attainment of the Performance Goals Period specified in the attached Schedule A (the “Performance Goals”) are attained, as determined accordance with Section 2(b) hereofbelow, divided by (y) unless otherwise provided in this Agreement. Except in the number event of Vesting Datesa Participant’s death, to benefit from the favorable tax and social security regime, no vesting shall occur prior to the second anniversary of the Grant Date, or such other minimum period as required for the vesting period applicable to French-qualified Restricted Stock Units under Section L. ▇▇▇-▇▇▇-▇ of the French Commercial Code, as amended, or relevant Section of the French Tax Code or the French Social Security Code, as amended. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award Units intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance GoalsGoal, the amount number of the Award Units that is are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a)calculated. In the case of an Award Units that is are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount number of Units that may be eligible to vest to a number that is greater than the Award that becomes payable or pay any amount number of Units determined in accordance with the Award if the Performance Goals for the Performance Period are not attainedforegoing sentence, but it retains the sole discretion to reduce the amount number of the Award Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals Goal may not be adjusted except as specified in the attached Schedule A, Section 4 A in accordance with the requirements of Code Section 162(m). If this Award is For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments adjustment to the Performance Goals or the amount of the Award Goal as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award Shares until the Committee determines Units have vested and certifies the restrictions on the sale or transfer of Shares set forth in writing that the applicable Performance Goals have been attained and that the Award has vestedSection 4 below are met. Prior to settlement, the Award represents Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code, including the Company’s French Subsidiaries as that term is defined in the French Sub-Plan.

Vesting. (a) Unless otherwise provided in this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified of the level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the The Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified make such adjustments in accordance with the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or (and to the amount method of determining the Award performance attainment level) as the Committee in its sole discretion deems appropriateappropriate . (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in Section 2(a) and on Schedule A may be adjusted by the Company in its sole discretion. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided 4.1 The Restricted Stock will be subject to the Forfeiture Restrictions unless and until the conditions set forth in Annex A are achieved and the Restricted Stock become vested. Subject to the terms and conditions of this Agreement, the Award granted proportion of the Target Number that is earned under this Agreement shall vest be calculated in accordance with Annex A, as determined by the Committee in its sole discretion. In the event that no Restricted Stock vests pursuant to this Section 4 and the terms of Annex A, the shares of Restricted Stock shall become payable in cash null and void and shall be forfeited to the Company as of each the end of the Vesting Dates (specified in the attached Schedule APerformance Period. 4.2 Notwithstanding Section 4.1 of this Agreement, Section 6): provided that (i) the Participant remains in the employ of or as a service provider to the extent Company or its subsidiaries continuously from the performance goals (the “Performance Goals”) applicable Grant Date until immediately prior to the performance period occurrence of any of the events listed below and (ii) the “Participant holds Restricted Stock granted pursuant to this Agreement at such time, then: 4.2.1 if a Change of Control occurs prior to the end of the Performance Period”, then the portion of the Target Number that is earned under this Agreement shall be determined by the Committee immediately prior to the Change of Control and shall equal the greater of (x) the Target Number of Restricted Stock and (specified in y) the attached Schedule A, Sections 2 and 3) are attainedportion of the Target Number that is earned under this Agreement based on actual performance, as determined in accordance with Section 2(bgood faith by the Committee prior to a Change of Control by (i) below; and shortening the Performance Period to end on the date of the Change of Control, (ii) adjusting the applicable conditions set forth in Annex A as long appropriate based on the shortened Performance Period, and (iii) determining the level of achievement of such conditions set forth in Annex A based on such shortened Performance Period (such earned shares of Restricted Stock, the “CoC Performance Shares”); 4.2.2 in connection with a Change of Control, the CoC Performance Shares may be assumed or substituted pursuant to Section 8(f)(v)(x) of the Plan for a Replacement Award (as defined below); provided that the Replacement Award shall vest solely based on the Participant’s continued employment or service through the last day of the original Performance Period; provided further, that if a Replacement Award is issued hereby and following such Change of Control, the equity 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; 4.2.3 if the CoC Performance Shares are not assumed or substituted in connection with a Change of Control with a Replacement Award, all CoC Performance Shares shall automatically vest in full upon a Change of Control such that the Participant remains continuously employed may participate as a stockholder of the Company in such Change of Control, or, if determined by the Committee in its sole discretion, the value of such CoC Performance Shares may be paid to the Participant in cash (if such payment is intended to comply with Section 409A of the Code) or otherwise in a manner and at the earliest time that is intended to be compliant with Section 409A of the Code; 4.2.4 all shares of Replacement Awards shall automatically vest in full upon a termination of the Participant’s employment or service by the Company without Cause, by the Participant for Good Reason or upon a Subsidiary from Company Notice of Non-Renewal (each as defined in the Grant Employment Agreement); 4.2.5 the Participant shall be entitled to the CoC Performance Shares 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 and such Date through each of Termination occurs either (a) 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 (b) on or within 180 days after 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, and the value of such CoC Performance Shares may be paid to the Participant in cash (if such payment is intended to comply with Section 409A of the Vesting Dates. The amount Code) or otherwise in a manner and at the earliest time that is intended to be compliant with Section 409A of the Award that shall be eligible Code; 4.2.6 if the Participant’s employment or service is terminated by reason of death or Disability (as defined in the Employment Agreement) prior to vest on each a Change of Control, at the end of the Vesting Dates shall be equal to Performance Period (x) or the total amount date of the Award that consummation of a Change of Control, if earlier, where there is no Replacement Award), the Participant shall vest in a pro-rata portion of the Target Number of Restricted Stock based on actual performance, as determined to be eligible to vest in good faith by the Committee at the end of the Performance Period (or the date of the consummation of a Change of Control, if earlier) based on the level of attainment achievement of the applicable conditions set forth in Annex A for the Performance Period, as adjusted pursuant to Section 4.2.1 of this Agreement, with such pro-rata portion calculated by multiplying the Target Number that is earned under this Agreement, if any, by a fraction, the numerator of which is the number of days that have elapsed from the beginning of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) Period through the Participant’s Date of Termination and the denominator of which shall be the total number of Vesting Dates. days in the Performance Period (b) As soon as reasonably practicable after or, if a Change of Control occurs prior to the completion end of the Performance Period and there is no later than the first Vesting DateReplacement Award, the Committee shall determine total number of days from the actual level of attainment beginning of the Performance GoalsPeriod through the date of the Change of Control); provided, howeverthat if there is earlier vesting upon a Change in Control where there is no Replacement Award, that the value of the vested Restricted Stock may be paid to the Participant in the case of an Award cash (if such payment is intended to constitute Qualified Performance-Based Compensation, the determination comply with Section 409A of the level of attainment of Performance Goals shall be certified Code) or otherwise in writing in accordance with a manner and at the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award earliest time that is intended to constitute Qualified Performancebe compliant with Section 409A of the Code; 4.2.7 a pro-Based Compensationrata portion of the Replacement Awards shall vest upon the Participant’s Date of Termination by reason of death or Disability at the end of the Performance Period (or, if earlier, upon a subsequent Change in Control if such vesting complies with Section 409A of the Code), with such pro-rata portion calculated by multiplying the number of Replacement Awards by a fraction, the Committee may not increase numerator of which is the amount number of days that have elapsed from the beginning of the Award Performance Period through the Participant’s Date of Termination and the denominator of which shall be the total number of days in the Performance Period; and/or 4.2.8 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, in each case, provided that becomes payable a Change of Control has not occurred prior to such termination of employment or pay any amount service, the Participant shall vest at the end of the Award Performance Period (or the date of a Change of Control, if earlier, where there is no Replacement Award) in a pro-rata portion of the Target Number of Restricted Stock, with such pro-rata portion calculated by multiplying (x) the Target Number that is earned under this Agreement, if any, based on actual performance, determined at the end of the Performance Goals Period (or the date of the Change of Control, if earlier) by the Committee in good faith based on the level of achievement of the applicable conditions set forth in Annex A for the Performance Period are not attainedPeriod, but it retains as adjusted pursuant to Section 4.2.1 of this Agreement, by (y) a fraction, the sole discretion to reduce numerator of which is the amount number of days that have elapsed from the Award that would otherwise be eligible to vest based on the attainment level beginning of the Performance Goals. For Awards Period through the Participant’s Date of Termination and the denominator of which shall be the total number of days in the Performance Period (or, if a Change of Control occurs prior to the end of the Performance Period and there is no Replacement Award, the total number of days from the beginning of the Performance Period through the date of the Change of Control); provided, that are if there is earlier vesting upon a Change in Control where there is no Replacement Award, the value of the vested Restricted Stock may be paid to the Participant in cash (if such payment is intended to constitute Qualified Performance-Based Compensation, comply with Section 409A of the Performance Goals may not be adjusted except as specified Code) or otherwise in a manner and at the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award earliest time that is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount be compliant with Section 409A of the Award as Code. The occurrence of any of the events listed in this Section 4.2 shall be determined by the Committee in its sole discretion deems appropriateand absolute discretion. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in Subject to the terms of this AgreementSection 3 and the terms of Appendix A, which is incorporated by reference herein, the Award granted under this Agreement Performance Share Units shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment vested upon satisfaction of the Performance Goals and terms as set forth in accordance with Section 2(b) hereof, divided by (y) the number of Vesting DatesAppendix A to this Award Agreement. The Committee shall determine whether such Performance Goals have been satisfied. (b) As soon as reasonably practicable after If the completion of the vesting terms set forth in Appendix A would produce fractional Performance Period and no later than the first Vesting DateShare Units, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment number of Performance Goals Share Units that vest shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments rounded down to the nearest whole Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriateShare Unit. (c) The Notwithstanding anything to the contrary contained in a written employment agreement, severance agreement, change of control agreement or other agreement entered into by and between the Participant and the Employer, this Section 3(c) shall have no rights apply in the event of a Change of Control before the Vesting Date (a “Qualifying Change of Control”) and while the Participant continues to payment of be employed by the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the CompanyEmployer. (di) Effective as of immediately prior to a Qualifying Change of Control, but subject to the occurrence of such Change of Control, the number of Performance Share Units eligible to be vested shall be equal to the greater of the number of shares of Common Stock under the (i) the Target Award multiplied by a fraction, the numerator of which is the number of days elapsed from the Date of Grant to the date of the Qualifying Change of Control, and the denominator of which is the number of days in the Performance Period, and (ii) the Share Payout as a Percentage of Target Award as determined by the Committee under the terms of Appendix A through the latest practicable date prior to such Change of Control. For purposes of this AgreementSection 3(c)(i), “Subsidiary” the Company Relative TSR Percentile Rank shall mean any present or future “subsidiary corporation” of be determined by reference to the Company, ’s average relative TSR rank on the thirty (30) consecutive trading days immediately preceding the Qualifying Change of Control. The number of Performance Share Units determined in accordance with this Section 3(c)(i) is referred to as defined the “Change of Control Adjusted Performance Share Units”. (ii) The Change of Control Adjusted Performance Share Units shall become vested on a Qualifying Change of Control and paid as soon as administratively practicable (but no later than thirty (30) days) following the occurrence of such Change of Control if a replacement or substitute award meeting the requirements of this Section 3(c)(ii) is not provided to the Participant in respect of such Performance Share Units. An award meeting the requirements of this Section 424(f3(c)(ii) of the Code.is referred to below as a “Replacement Award”. An award shall qualify as a Replacement Award if:

Vesting. (a) Unless otherwise provided Exhibit A hereto identifies the Performance Criteria and the levels of performance that must be achieved in this Agreement, order to receive payment of Shares at the Award granted under this Agreement shall vest and become payable in cash as of each percentage of the Vesting Dates (Target Amount specified in the attached Schedule Exhibit A, Section 6): (i) to based on achievement of the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attainedCriteria, as determined in accordance with Section 2(b) below; this Agreement and (ii) the Plan. The percentage of the Target Amount based on actual achievement of the Performance Criteria as long of the last day of the Performance Period is referred to herein as the “Earned Amount.” Except as otherwise provided herein or in the Plan, if the Participant remains continuously employed by the Company or a Subsidiary from throughout the Grant Date through each Performance Period, the Participant will vest in the Earned Amount, and any amount in excess of the Vesting DatesEarned Amount will be forfeited. The amount Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall determine and certify in writing (which may be set forth in the minutes of a meeting of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (xCommittee) the total amount of the Award that is determined extent to be eligible to vest based on the level of attainment of which the Performance Goals in accordance with Section 2(b) hereofCriteria and all other material terms of this Agreement have been met. In making such determination, divided by (y) the Committee shall have the right to adjust the number of Vesting DatesShares payable at a given level of performance to take into account additional factors that the Committee may deem relevant in its sole discretion to the assessment of individual or corporate performance. (b) As soon as reasonably practicable after In the completion event the Participant terminates employment on account of Retirement in the year the Award is granted, the Pro-Rated Number of Restricted Share Units will vest at the end of the Performance Period. The “Pro-Rated Number” shall be the product of (i) the Earned Amount that the Participant would have earned had he or she not terminated employment on account of Retirement and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and no later than ending on the first Vesting Date, date the Committee shall determine Participant’s employment is terminated as a result of Retirement and (B) the actual level total number of attainment of the Performance Goals; provided, however, that days in the case full Performance Period (and, for the avoidance of an Award intended doubt, no additional Restricted Share Units in which the Participant may have been entitled to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing vest in accordance with the requirements of Code Section 162(m) by the Committee, which Performance Criteria shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(avest). In the case event that the Participant terminates employment on account of an Award that is intended to constitute Qualified Performance-Based Compensation, Retirement before the Committee may not increase the amount end of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains after the sole discretion to reduce the amount of year the Award is granted, or in the event that would otherwise be eligible to vest based the Participant dies or terminates employment on account of Disability at any time after grant then, at the attainment level conclusion of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based CompensationPeriod, the Performance Goals may not be adjusted except as specified Participant (or the Participant’s estate or beneficiaries in the attached Schedule A, event of Participant’s death) will vest in the Earned Amount that the Participant would have earned had had his or her employment continued through the end of the Performance Period. The rights of the Participant (or the Participant’s estate or beneficiaries in the event of Participant’s death) in any event described in this Section 3(b) shall become non-forfeitable only at such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 4 in accordance with hereof had the requirements Participant continued to be employed through the end of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriatePeriod. . (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise Subject to the terms of the Plan and this Agreement, except as provided in Section 4 of this Agreement, the Award granted under this Agreement Restricted Share Units shall become vested (and, if applicable, earned) as follows: (a) [________]1 of the Restricted Share Units (the “Time-Based Restricted Share Units”) shall vest and become payable in cash as of equal annual installments on each of the first three (3) anniversaries of the Grant Date (each such anniversary, a “Time-Based Vesting Dates (specified Date”); provided that the Participant has not experienced a Termination prior to the applicable Time-Based Vesting Date. Except as set forth in Section 4, there shall be no proportionate or partial vesting in the attached Schedule A, Section 6): periods prior to each Time-Based Vesting Date. (ib) [________]2 of the Restricted Share Units (the “Performance-Based Restricted Share Units”) shall be earned as of the last day of the Performance Period (as defined below) if and to the extent that the performance goals set forth in Exhibit A (the “Performance Goals”) applicable hereto are achieved with respect to the performance period commencing on January 1, 2020 and ending on, but including, December 31, 2022 (the “Performance Period”) ), and shall vest as of the Determination Date (specified as defined below); provided, that, except as set forth in the attached Schedule ASection 4, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by has not experienced a Termination prior to the Company or a Subsidiary from the Grant Date through each of the Vesting DatesDetermination Date. The amount of the Award that shall be eligible extent to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of which the Performance Goals in accordance with Section 2(b) hereof, divided by (y) are achieved and the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals Restricted Stock Units are earned shall be certified in writing in accordance with the requirements of Code Section 162(m) determined by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment on a date as soon as practicable after the last day of the Award Performance Period (the “Determination Date”). The Committee may review and discuss, on an annual or periodic basis, preliminary information regarding the Company’s progress towards achieving the Performance Goals; provided that any such information, as well as the methodologies used to derive and calculate such information, shall be non-binding and subject to revision, update and modification in all respects, and no determination shall be made as to achievement of the applicable performance goals the number of Performance-Based Restricted Share Units until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vestedDetermination Date. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, Except as defined set forth in Section 424(f) of 4, there shall be no proportionate or partial vesting prior to the CodeDetermination Date.

Vesting. (a) Unless otherwise provided in Subject to the terms and conditions of this Agreement, the Award granted under Earned PRSUs (as defined below), if any, shall vest, and the restrictions with respect to the PRSUs shall lapse, on the dates and in the amounts set forth in this Agreement shall vest and become payable in cash as of each if you remain continuously employed by the Company or an Affiliate of the Vesting Dates Company until the date you become vested in accordance with the terms and conditions of this Agreement. (specified in the attached Schedule Ab) The number of PRSUs that shall become earned, Section 6): (i) to the extent the performance goals if any (the “Performance GoalsEarned PRSUs”), following the end of the period commencing on [For relative performance awards – the Grant Date][For absolute performance awards – June 1, 2015] (the “Commencement Date”) applicable to the performance period and ending on [Insert Last Day of Fiscal Year 2018] (the “Performance Period”) (specified in shall be determined by multiplying the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed PRSUs by the Company or a Subsidiary Earned Percentage, calculated as set forth in Exhibit A to this Agreement, and may range from the Grant Date through each zero to one hundred fifty percent (150%) of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriatePRSUs. (c) The Participant Earned PRSUs, if any, shall have no rights to payment vest as follows: (i) fifty percent (50%) shall vest on the third anniversary of the Award until Grant Date, and (ii) fifty percent (50%) shall vest on the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation fourth anniversary of the CompanyGrant Date (the “End Date”). (d) For purposes The calculations under this Section 3 shall be made by the Committee following the end of the Performance Period and any vesting resulting from such calculations shall be effective as of the applicable vesting date. Any PRSUs that do not vest on a vesting date pursuant to the terms of Section 3 or 5 shall be immediately and irrevocably forfeited, including the right to receive cash payments and other distributions pursuant to Sections 8(b) and (c) hereof, as of such vesting date. (e) The Committee administering the Plan shall have the authority to make any determinations regarding questions arising from the application of the provisions of this AgreementSection 3, “Subsidiary” which determination shall mean any present or future “subsidiary corporation” of be final, conclusive and binding on you and the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b) below; 4 (the “Earned Amount”), and (ii) the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment last day of the Performance Goals Period, subject to Section 3(e) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 2(b) hereof4, divided by shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (ywhich may be set forth in the minutes of a meeting of the Committee) the number extent to which the Performance Criteria and all other material terms of Vesting Datesthis Agreement have been met. (b) As soon In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as reasonably practicable after is equal to the completion product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no later additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s, or the Participant’s estate’s or beneficiaries’ in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or had his employment terminated on account of Disability. Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the first Vesting Dateapplication of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability. (c) In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated by the Company without Cause (as defined in the Plan) or if the Participant resigns for Good Reason (as defined in the Plan), in each case within twelve months after a Change in Control has occurred, (and before the Restricted Share Units otherwise have become vested under Section 3(a), (b) or (d)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Award as Participant may have been entitled to vest in accordance with the Committee in its sole discretion deems appropriate. (cPerformance Criteria shall vest) The Participant shall have no and the Participant’s rights to payment such vested amount of Restricted Share Units shall become nonforfeitable as of the Award until date on which the Committee determines and certifies in writing that Participant’s employment with or service to the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the CompanyCompany is terminated. (d) In the event of the Participant’s termination of employment on account of a Retirement before the end of the Performance Period, unless different treatment is specified in an employment agreement between the Participant and the Company, the Participant shall continue to vest in the number of Restricted Stock Units awarded under this Agreement in accordance with Section 3(a) without regard to any continuous employment requirements. For purposes of this the Agreement, “SubsidiaryRetirement” shall mean any present be defined as the Participant’s voluntary termination of employment on or future “subsidiary corporation” after the date the Participant has attained fifty-nine (59) years of age and has provided ten (10) years of service to the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b) below; 4 (the “Earned Amount”), and (ii) the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment last day of the Performance Goals Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 2(b) hereof4, divided by shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (ywhich may be set forth in the minutes of a meeting of the Committee) the number extent to which the Performance Criteria and all other material terms of Vesting Datesthis Agreement have been met. (b) As soon In the event the Participant dies or terminates employment on account of Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as reasonably practicable after is equal to the completion product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no later additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s, or the Participant’s estate’s or beneficiaries’ in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or had his employment terminated on account of Disability. Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the first Vesting Dateapplication of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability. (c) In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred (and before the Restricted Share Units otherwise have become vested under Section 3(a) or (b)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Award as Participant may have been entitled to vest in accordance with the Committee in its sole discretion deems appropriate. (cPerformance Criteria shall vest) The Participant shall have no and the Participant’s rights to payment such vested amount of Restricted Share Units shall become nonforfeitable as of the Award until date on which the Committee determines and certifies in writing that Participant’s employment with or service to the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the CompanyCompany is terminated. (d) For purposes of this AgreementExcept as provided in Section 3(b) or (c) above or in any written agreement by and between the Company and the Participant, “Subsidiary” shall mean including, without limitation, any present severance agreement or future “subsidiary corporation” change in control agreement, if the Participant’s employment with the Company terminates for any reason prior to the expiration of the CompanyPerformance Period, as defined in Section 424(f) of all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the CodeParticipant.

Vesting. (a) Unless otherwise provided in this Agreement, the Award granted under this Agreement shall will vest and become payable in cash as of each of (i) to the Vesting Dates extent the performance goal (the “Performance Goal”) specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) 3 applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections Section 2 and 3) are is attained, as determined in accordance with Section 2(b) below; below and (ii) except as provided in Section 5 or Section 6, as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each the last day of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Datesperformance period. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall will determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award to a covered employee intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of the Performance Goals shall Goal must be certified in writing prior to payment in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of 203407035 v3 Code Section 162(m). On The Award will vest and become payable if the basis of the determination or certified level of attainment of Committee determines and certifies that the Performance Goals, Goal has been attained for the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a)Performance Period. In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the The Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals Goal for the Performance Period are is not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance GoalsGoal. For Awards that are intended to constitute Qualified Performance-Based Compensation, the The Performance Goals Goal may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, because it is not granted to a “covered employees” (within the meaning of Code Section 162(m) of the Code), the Committee may make such adjustments adjustment to the Performance Goals Goal or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) If the Committee determines that the Performance Goal has not been attained for the Performance Period or, except as provided in Section 5 or Section 6, if the Participant does not remain continuously employed by the Company or a Subsidiary from the Grant Date through the last day of the performance period, the Award will be forfeited and no payment will be due to Participant. (d) The Participant shall will have no rights right to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have Goal has been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (de) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b) below; 4 (the “Earned Amount”), and (ii) the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment last day of the Performance Goals Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 2(b) hereof4, divided by shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (ywhich may be set forth in the minutes of a meeting of the Committee) the number extent to which the Performance Criteria and all other material terms of Vesting Datesthis Agreement have been met. (b) As soon In the event the Participant dies or terminates employment on account of Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as reasonably practicable after is equal to the completion product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no later additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s, or the Participant’s estate’s or beneficiaries’ in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or had his employment terminated on account of Disability. Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the first Vesting Dateapplication of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability. (c) In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred (and before the Restricted Share Units otherwise have become vested under Section 3(a) or (b)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Award as Participant may have been entitled to vest in accordance with the Committee in its sole discretion deems appropriate. (cPerformance Criteria shall vest) The Participant shall have no and the Participant’s rights to payment such vested amount of Restricted Share Units shall become nonforfeitable as of the Award until date on which the Committee determines and certifies in writing that Participant’s employment with or service to the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the CompanyCompany is terminated. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, Except as defined provided in Section 424(f3(b) or (c) above or in Section 4.4(a) of the CodeEmployment Agreement, if the Participant’s employment with the Company terminates for any reason prior to the expiration of the Performance Period, all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the Participant.

Vesting. (a) Unless otherwise provided in this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary (or one of the Company’s affiliates) from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified of the level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the The Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified make such adjustments in accordance with the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or (and to the amount method of determining the Award performance attainment level) as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in Section 2(a) and on Schedule A may be adjusted by the Company in its sole discretion. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless Except as otherwise provided in this AgreementSection 3, the Award granted under this Agreement shares of Unvested Restricted Stock shall vest and become payable in cash as of each of Vested Restricted Stock on __________, only if and to the Vesting Dates (specified in the attached Schedule A, Section 6): extent (i) to the extent Participant remains in Continuous Service through ___________, and (ii) the Company attains the performance goals during the performance period ending _____________, as set forth on Appendix A hereto (the “Performance Goals”) applicable and as certified by a written determination of the Compensation Committee of the Board of Directors of the Company. The Compensation Committee shall make its certification before ___________. No vesting shall occur for performance below Threshold and the full number of share shall vest for performance that is equal to or greater than Maximum, as set forth on Appendix A. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the performance period Participant shall have no rights with respect to such Unvested Restricted Stock. (b) In the “Performance Period”) (specified event that the Participant’s employment is terminated as a result of death or Disability, at any time between the Grant Date and ____________, the Participant shall vest in the attached Schedule Restricted Stock at Target (as set forth in Appendix A), Sections 2 and 3) regardless of whether the Performance Goals are attained, with such vesting occurring as determined of the day before the termination of employment. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (c) In the event the Participant’s employment terminates prior to ______________, by reason of the non-renewal of the Term of the Employment Agreement by the Company, whether at the end of the current Term or any extended Term of the Employment Agreement, to the extent the Performance Goals are attained as set forth on Appendix A, the Participant shall be entitled to vest in the Restricted Stock in a pro-rated amount based on the date of the Participant’s termination of employment, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (d) In the event the Participant’s employment terminates prior to _______________, by reason of the Company’s termination of the Participant without Cause or the Participant’s termination of employment for Good Reason, to the extent the Performance Goals are attained as set forth on Appendix A, the Participant shall be entitled to vest in the Restricted Stock in accordance with Section 2(b3(a) belowabove without any reduction or limitation as a result of said prior termination, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (e) In the event there is a Change of Control, as defined in the Plan, then the Participant shall vest in the Restricted Stock at Target as of the effective date of any such Change of Control; provided that (i) if the Participant has previously been terminated from employment as described under Section 3(c) and the Change of Control occurs prior to the vesting of unvested Restricted Stock provided for under Section 3(c), the Participant shall vest in the Restricted Stock in a pro-rated amount at Target based on the date of the Participant’s termination of employment, and any other rights in respect of the vesting of Unvested Restricted Stock under Section 3(c) shall be cancelled and of no further force and effect, and (ii) as long as if the Participant remains continuously employed by has previously been terminated from employment as described under Section 3(d) and the Company or a Subsidiary from Change of Control occurs prior to the Grant Date through each vesting of Unvested Restricted Stock provided for under Section 3(d), then the Participant shall vest in the Restricted Stock at Target as of the Vesting Dateseffective date of any such Change of Control, and any other rights in respect of the vesting of Unvested Restricted Stock under Section 3(d) shall be cancelled and of no further force and effect. The amount shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (f) In the event the Participant’s employment is terminated for Cause or if the Participant terminates his/her employment without Good Reason, all Unvested Restricted Stock shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. (g) Except as is provided in Section 9 of the Award that Plan, any adjustment to an award of Restricted Stock pursuant to Section 9 of the Plan shall not change the ratio of Unvested Restricted Stock to Vested Restricted Stock. (h) If the Participant is entitled to vest in a pro-rata portion of the Restricted Stock, the number of shares of Unvested Restricted Stock which vest shall be eligible to vest on each determined by multiplying the number of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be shares eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with by a fraction, the requirements numerator of Code Section 162(m) by which is the Committeenumber of days elapsed between the ___________, which shall be comprised solely of “outside directors” within and the meaning of Code Section 162(m). On the basis date of the determination or certified level termination of employment, and the denominator of which is ________. For example, if the vesting based on attainment of Performance Goals is determined to be at Target and the Performance GoalsParticipant completed 100 days of Continuous Service from ___________, the pro-rata vested amount of the Award that is eligible to vest on each of the Vesting Dates shall would be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments equal to the Performance Goals or the amount number of the Award shares vested at Target (as the Committee in its sole discretion deems appropriateprovided on Appendix A) times (100 divided by _______). (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the amount of Restricted Share Units awarded under this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b) below; 4, and (ii) the Participant’s rights to such vested amount of Restricted Share Units shall become nonforfeitable as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment last day of the Performance Goals Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the amount of Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 2(b) hereof4, divided by shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares or payment of any cash in settlement of any Restricted Share Units, the Committee shall certify in writing (ywhich may be set forth in the minutes of a meeting of the Committee) the number extent to which the Performance Criteria and all other material terms of Vesting Datesthis Agreement have been met. (b) As soon as reasonably practicable after In the completion event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period Period, the Participant shall vest in the Restricted Share Units granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria) and no later than the first Vesting DateParticipant’s rights to such vested Restricted Share Units shall become nonforfeitable as of the date of death or termination of employment on account of a Disability. (c) In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, and before the Restricted Share Units have become vested under Section 3(a) or (b), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Award as Participant may have been entitled to vest in accordance with the Committee in its sole discretion deems appropriate. (cPerformance Criteria) The Participant shall have no and the Participant’s rights to payment such vested amount of Restricted Share Units shall become nonforfeitable as of the Award until date on which the Committee determines and certifies in writing that Participant’s employment with or service to the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the CompanyCompany is terminated. (d) For purposes of this AgreementExcept as provided in Section 3(b) or (c) above, “Subsidiary” shall mean if the Participant’s employment with the Company terminates for any present or future “subsidiary corporation” reason prior to the expiration of the CompanyPerformance Period, as defined in Section 424(f) of all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the CodeParticipant.

Vesting. (a) Unless Except as otherwise provided in subparagraphs (b), (c) and (d) below, the Service Provider will become vested in the Performance Units awarded pursuant to this Agreement three years after the Date of Grant (the “Restriction Period”) based on the achievement of performance goals with respect to the Partnership as described on the attached Exhibit A, provided the Service Provider does not incur a termination of employment or service with the Employer prior to the end of the Restriction Period. The amount payable with respect to the Service Provider’s Performance Units shall be determined by multiplying each Performance Unit granted (including any Additional Performance Units) by a payout performance multiplier of between fifty percent and two hundred percent (50%-200%) (the “Performance Multiplier”), which shall be determined pursuant to and based upon actual performance compared to the performance goals described on Exhibit A. (b) Except as otherwise provided in this Agreement, if the Award granted under this Agreement shall vest and become payable in cash Service Provider terminates his or her employment or service with the Employer prior to the end of the Restriction Period, the Performance Units credited to the Service Provider’s Performance Unit Account that have not vested as of each the date of termination shall terminate and the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that corresponding Units shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goalsforfeited; provided, however, that if the Service Provider terminates employment or service with the Employer on account of death or Disability (as defined in the case of an Award intended to constitute Qualified Performance-Based CompensationPlan), the determination all of the level of attainment of Service Provider’s unvested Performance Goals Units shall vest and be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest paid immediately based on the attainment level a payout performance multiplier of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(mone hundred percent (100%). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights If the Service Provider terminates employment or service with the Employer as a result of a termination by the Employer without Cause (as defined in the Plan) of if a Change in Control (as defined in the Plan) occurs after the Date of Grant and while the Service Provider is employed by, or providing service to payment the Employer, the Performance Units will vest as follows: (i) if there are less than twelve months left prior to the end of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlementRestriction Period, the Award represents an unfunded and unsecured obligation Performance Units credited to the Service Provider’s Performance Unit Account that have not vested will vest at the end of the CompanyRestriction Period at a multiple of the Performance Multiplier based on the actual performance results for the Restriction Period; and (ii) if there are twelve months or more left prior to the end of the Restriction Period, the Performance Units credited to the Service Provider’s Performance Unit Account that have not vested will vest on the date of the Service Provider’s termination of employment or service based on a payout multiplier of one hundred percent (100%). (d) For purposes Notwithstanding any other provisions set forth in this Agreement or in the Plan, if the Service Provider ceases to be employed by, or provide service to, the Employer on account of this Agreementa termination by the Employer for Cause, “Subsidiary” any Performance Units credited to the Service Provider’s Performance Unit Account that have not been distributed pursuant to Paragraph 4 as of such date shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Codeimmediately terminate and become null and void.

Vesting. (a) Unless Except as otherwise provided in the Plan or herein, any unvested PSUs subject to this AgreementAward shall no longer Vest and shall be forfeited without payment of any kind to Grantee, immediately after Grantee fails to maintain continuous status as an Employee through the Award granted under this Agreement shall vest and become payable in cash Determination Date (as of each of the Vesting Dates (specified in the attached Schedule Adefined below), Section 6): (i) to the extent such PSUs are not then vested in accordance with the following vesting provisions. The level of vesting is based on the determination of Company’s (or its successors) achievement of the financial performance goals as set forth below. 2024 PLAN: PSU-ROTCE The vesting of the PSUs will be determined based on Company’s achievement of Threshold, Target or Maximum levels (or levels between Threshold and Target or between Target and Maximum, the “Performance Goals”) applicable of ROTCE Performance as follows: Minimum Below [●] 0% Threshold At [●] [●] Target At 100% 100% Maximum At or above [●] [●] For ROTCE Performance: (A) should Company fail to achieve at least Threshold, zero percent (0%) of the performance period Award shall Vest; (B) should Company achieve (i) Threshold, [●] of the “Performance Period”Award shall Vest, (ii) Target, one hundred percent (specified in 100%) of the attached Schedule AAward shall Vest, Sections 2 and 3or (iii) are attainedMaximum or greater, as determined in accordance with Section 2(b) below[●] of the Award shall Vest; and (iiC) as long as should Company achieve an ROTCE Performance level that falls between Threshold and Target or between Target and Maximum, the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount percentage of the Award that shall Vests will be eligible based upon straight-line interpolation between such Performance Goals, rounded to vest on each the nearest whole share of the Vesting Dates shall be equal to (x) the total amount Common Stock. For example, ROTCE Performance of 80% or 111% will result in 80% or 111%, respectively, of the Award that is determined to be eligible to vest based on Vesting. Within seventy-five (75) days following the level of attainment last day of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment achievement in respect of the Performance Goals; providedGoals (the date of such determination, however, the “Determination Date”) and shall calculate and approve the final number of PSUs for vesting. Any PSUs that in are determined not to be earned by the case of Committee under an Award intended to constitute Qualified Performance-Based Compensation, the determination will be permanently and irrevocably forfeited as of the level of attainment of Performance Goals shall be certified in writing in accordance with Determination Date and Grantee will have no further rights to such unvested PSUs or the requirements of Code Section 162(m) by the related Dividend Equivalents. The Committee, which in its sole discretion, shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of make all determinations regarding the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensationincluding, but not limited to, the Committee may not increase the amount extent of the Award that becomes payable or pay achievement, and any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals calculation of ROTCE of Company, a Peer Company or the amount of the Award Peer Group, as necessary or appropriate. Determinations made by the Committee in its sole will be final and binding on all parties and will be given the maximum discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vestedpermitted by law. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.2024 PLAN: PSU-ROTCE

Vesting. (a) Unless otherwise Except as provided in this Agreement, the Award granted under this Agreement shall vest Sections 2(b) and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i2(c) below and to the extent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance goals by the Committee, but no later than March 15, 2026 (the “Performance GoalsDate of Issuance”) applicable ). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2023 and ending on December 31, 2025 (the “Performance Period”) (specified as certified by the Committee following the end of the Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date of Issuance shall be determined as set forth on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the attached Schedule A, Sections 2 and 3) are attainedevent that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, as determined provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with Section 2(b) section 12 below; . With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and (ii) paid out as long as additional shares at the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each time of the Vesting Datesaward, as provided in Section 6 below. The amount of All Units, including your rights thereto and to the Award that shall be eligible to underlying Shares, which do not vest on each or before the Date of the Vesting Dates Issuance, as provided in this Section 2, shall immediately be equal to forfeited as of such Date of Issuance (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award extent not previously forfeited as the Committee in its sole discretion deems appropriateprovided herein). (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Award Units granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): Shares (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) Section 3 are attained, as determined in accordance with Section 2(b) below; below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each the latter of the Vesting Dates. The amount last day of the Award that shall be eligible to vest on each of performance period or the Vesting Dates shall be equal to (x) vesting date specified in the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereofattached Schedule A, divided by (y) the number of Vesting DatesSections 2 and 6. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting DatePeriod, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award Units intended to constitute Qualified Performance-Based 6574184-v16\GESDMS Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance GoalsGoal, the amount number of the Award Units that is are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a)calculated. In the case of an Award Units that is are intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount number of Units that may be eligible to vest to a number that is greater than the Award that becomes payable or pay any amount number of Units determined in accordance with the Award if the Performance Goals for the Performance Period are not attainedforegoing sentence, but it retains the sole discretion to reduce the amount number of the Award Units that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards Units that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals Goal may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is For Units that are not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments adjustment to the Performance Goals or the amount of the Award Goal as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award Shares until the Committee determines and certifies in writing that the applicable Performance Goals Units have been attained and that the Award has vested. Prior to settlement, the Award represents Units represent an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided To the extent that the Performance Criteria under Section 4 of this Agreement have been satisfied as of the last day of the Performance Period, the Participant shall vest in the number of Restricted Share Units awarded under this Agreement, the Award granted under this Agreement shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined calculated in accordance with Section 2(b) below; 4 (the “Earned Amount”), and (ii) the Participant’s rights to such vested number of Restricted Share Units shall become nonforfeitable as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount of the Award that is determined to be eligible to vest based on the level of attainment last day of the Performance Goals Period, subject to Section 3(d) below. Except as provided in Section 3(b) or (c) below, to the extent that such Performance Criteria have not been satisfied as of the last day of the Performance Period, any portion of the Restricted Share Units awarded under this Agreement that does not vest, as calculated in accordance with Section 2(b) hereof4, divided by shall be canceled immediately and shall not be payable to the Participant. Prior to the issuance of any Shares in settlement of any Restricted Share Units, the Committee shall certify in writing (ywhich may be set forth in the minutes of a meeting of the Committee) the number extent to which the Performance Criteria and all other material terms of Vesting Datesthis Agreement have been met. (b) As soon In the event the Participant dies or terminates employment on account of a Disability before the end of the Performance Period, the Participant shall vest in that number of Restricted Share Units as reasonably practicable after is equal to the completion product of (i) the Earned Amount that the Participant would have earned had he not died or had his employment terminated on account of Disability and (ii) the quotient of (A) the number of days beginning with the first day of the Performance Period and ending on the date of the Participant’s death or the date the Participant’s employment is terminated as a result of Disability, as applicable, and (B) the total number of days in the full Performance Period (and, for the avoidance of doubt, no later additional Restricted Share Units in which the Participant may have been entitled to vest in accordance with the Performance Criteria shall vest) and the Participant’s, or the Participant’s estate’s or beneficiaries’ in the event of Participant’s death, rights to such vested Restricted Share Units shall not become nonforfeitable until such time as the Shares issuable in settlement of such Restricted Stock Units would have been issued pursuant to Section 5 hereof had the Participant not died or had his employment terminated on account of Disability. Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, subject to the requirements of Section 409A of the Code, approve the vesting of more of the Restricted Share Units than would otherwise vest based on the first Vesting Dateapplication of the provisions of this Section 3(b) upon the death of the Participant or the termination of the Participant’s employment on account of Disability. (c) In the event this Award Agreement is assumed in connection with a Change in Control, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals Criteria as are necessary to equitably account for the Change in Control. In the event the Participant’s employment with or service to the Company or any of its Affiliates is terminated for any reason within twelve months after the Company obtains actual knowledge that a Change in Control has occurred, (and before the Restricted Share Units otherwise have become vested under Section 3(a) or (b)), the Participant shall vest in the Restricted Share Units having a value equal to the Target Amount granted under Section 2 of this Agreement (and, for the avoidance of doubt, no additional amount of Restricted Share Units in which the Award as Participant may have been entitled to vest in accordance with the Committee in its sole discretion deems appropriate. (cPerformance Criteria shall vest) The Participant shall have no and the Participant’s rights to payment such vested amount of Restricted Share Units shall become nonforfeitable as of the Award until date on which the Committee determines and certifies in writing that Participant’s employment with or service to the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the CompanyCompany is terminated. (d) For purposes of this AgreementExcept as provided in Section 3(b) or (c) above or as otherwise provided in any written agreement by and between the Company and the Participant, “Subsidiary” shall mean if the Participant’s employment with the Company terminates for any present or future “subsidiary corporation” reason prior to the expiration of the CompanyPerformance Period, as defined in Section 424(f) of all then-unvested Restricted Share Units shall be canceled immediately and shall not be payable to the CodeParticipant.

Vesting. (a) Unless otherwise provided in this Agreement, the Award granted under this Agreement The Granted PBRSUs shall vest and become payable in cash as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): (i) be subject to the extent the performance goals both a time-based vesting condition (the “Performance GoalsTime-Based Condition”) applicable to the performance period and a performance-based vesting condition (the “Performance PeriodPerformance-Based Condition”) (specified in the attached Schedule A, Sections 2 and 3) are attained), as determined in accordance with Section 2(bdescribed herein. None of the Granted PBRSUs (or any portion thereof) below; shall be “vested” for purposes of this Agreement unless and until both the Time-Based Condition and the Performance-Based Condition for such Granted PBRSUs are satisfied. The number of Granted PBRSUs that become “vested” for purposes of this Agreement (ii) which, for the sake of clarity and avoidance of doubt, may be less than or greater than the number of PBRSUs specified above as long as the Participant remains continuously employed by the Company or a Subsidiary from having been granted on the Grant Date through each Date) shall equal the product of the Vesting Dates. The amount of the Award that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount number of the Award Granted PBRSUs that have satisfied the Time-Based Condition and (y) the percentage level at which the Performance-Based Condition has been satisfied. (i) The Time-Based Condition shall be satisfied on the Performance Measurement Date (as defined below), subject to the Participant not having ceased to perform services to the Company, except as provided in Section 2(c), prior to the Performance Measurement Date. (ii) The percentage level at which the Performance-Based Condition is satisfied will be measured as of the Performance Measurement Date and will be equal to the average of the Achievement Percentages separately determined for the Performance Goals (as defined below), where such average ultimately is determined to be eligible to vest based on the level of attainment by weighing differently each of the Performance Goals in accordance with Section 2(bas follows: [•]% of such average will be measured by Cumulative Adjusted EBITDA; [•]% of such average will be measured by End-to-End RCM Agreement Growth; and [•]% of such average will be measured by Modular Sales Revenue. Level of Performance Table 1: Non-COC Measurement Date ([•]) hereofPerformance Goals Achievement Percentage (%) Cumulative Adjusted EBITDA ($M) End-to-End RCM Agreement Growth ($B) Modular Sales Revenue ($M) Below Threshold <[•] <[•] <[•] [•] Threshold [•] [•] [•] [•] Target [•] [•] [•] [•] Maximum [•] [•] [•] [•] (1) If the Performance Measurement Date is the Non-COC Measurement Date, divided by (y) then achievement will be determined pursuant to Table 1 above, subject to the terms and conditions of this paragraph. The maximum number of Vesting Dates. (b) As soon as reasonably practicable after Granted PBRSUs that satisfy the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination Condition and thus become “vested” cannot exceed [•]% of the level of attainment of Granted PBRSUs. For each Performance Goals shall Goal, performance between Threshold and Target or between Target and Maximum will be certified in writing in accordance with determined on a pro-rata basis using straight-line interpolation between the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals Achievement Percentages for the Performance Period are not attained, but it retains the sole discretion to reduce the amount relevant levels of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriateperformance. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise Subject to the accelerated vesting provisions provided in this Agreementbelow, earned Performance Based Restricted Stock Units subject to the Award granted under this Agreement shall vest and become payable in cash as of each on the last day of the Vesting Dates (specified in the attached Schedule APeriod, Section 6): (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; and (ii) as long as the Participant if Employee remains continuously employed by the Company or a Subsidiary from its Subsidiaries through such date. For the Grant Date through each avoidance of doubt, if the Vesting Dates. The amount of Company fails to achieve at least the Award that Earnings Per Share Threshold, an Employee shall be eligible entitled to vest on each receive no shares of the Vesting Dates shall be equal Stock with respect to seventy-five percent (x75%) the total amount of the Award that is determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended Based Restricted Stock Units subject to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified level of attainment of the Performance Goals, the amount of the Award that is eligible to vest on each of the Vesting Dates shall be calculated (as described in Section 2(a2), unless the deemed Cumulative Earnings Per Share from Continuing Operations provisions in this Section specifically modify such result. Likewise, if the Company fails to achieve at least the Return on Invested Capital Threshold, an Employee shall be entitled to receive no shares of Stock with respect to twenty-five percent (25%) of the Performance Based Restricted Stock Units subject to the Award (as described in Section 2), unless the deemed Average Return on Invested Capital provisions in this Section specifically modify such result. If, during the Performance Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months of the Employee’s employment during the Performance Period divided by twelve), based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in Control occurs, the Performance Based Restricted Stock Units subject to the Award shall be vested, pro rata (based on the number of full and partial months during the Performance Period before the date of the Change in Control, divided by twelve), and the Cumulative Earnings Per Share from Continuing Operations shall be deemed to be one hundred percent (100%) of the Earnings Per Share Target and the Average Return on Invested Capital shall be deemed to be one hundred percent (100%) of the Return on Invested Capital Target, regardless of actual performance. If, after the Performance Period but during the Vesting Period, while employed by the Company or its Subsidiaries: A. The Employee dies or experiences a Permanent Disability, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period; or B. A Change in Control occurs, earned Performance Based Restricted Stock Units subject to the Award shall be immediately fully vested, based on Cumulative Earnings Per Share from Continuing Operations and Average Return on Invested Capital during the Performance Period. Except as provided in Section 4.1 below, in the event of the termination of employment of Employee with the Company and its Subsidiaries for any other reason before the end of the Vesting Period, all Performance Based Restricted Stock Units that are not vested at the time of such termination of employment (after first taking into account the accelerated vesting provisions of this Section 4) shall be forfeited. In the case event of an Award that is intended to constitute Qualified Performance-Based Compensationtermination of employment (whether or not in breach of local labor laws), the Committee may not increase Company shall have the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole exclusive discretion to reduce determine the amount date of the Award that would otherwise be eligible to vest based on the attainment level termination of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified in the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or the amount of the Award as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award until the Committee determines and certifies in writing that the applicable Performance Goals have been attained and that the Award has vested. Prior to settlement, the Award represents an unfunded and unsecured obligation of the Company. (d) For employment for purposes of this AgreementAward. Such termination date shall be the date that the Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “Subsidiarygarden leave” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Codesimilar period pursuant to local law).

Vesting. (a) Unless otherwise provided in this Agreement, the Award Units granted under this Agreement shall vest and become payable in cash Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): ), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary (or one of the Company’s affiliates) from the Grant Date through each of the Vesting Dates. The amount number of the Award Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (xi) the total amount number of the Award Units that is are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (yii) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified of the level of attainment of the Performance Goals, the amount number of the Award Units that is are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the The Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified make such adjustments in accordance with the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or (and to the amount method of determining the Award performance attainment level) as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award Shares until the Committee determines and certifies in writing that the applicable Performance Goals Units have been attained and that the Award has vested. Prior to settlement, the Award represents Units represent an unfunded and unsecured obligation of the Company. (d) To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in Section 2(a) and on Schedule A may be adjusted by the Company in its sole discretion. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.

Vesting. (a) Unless otherwise provided in this Agreement, the Award Units granted under this Agreement shall vest and become payable in cash Shares as of each of the Vesting Dates (specified in the attached Schedule A, Section 6): ), (i) to the extent the performance goals (the “Performance Goals”) applicable to the performance period (the “Performance Period”) (specified in the attached Schedule A, Sections 2 and 3) are attained, as determined in accordance with Section 2(b) below; below and (ii) as long as the Participant remains continuously employed by the Company or a Subsidiary from the Grant Date through each of the Vesting Dates. The amount number of the Award Units that shall be eligible to vest on each of the Vesting Dates shall be equal to (x) the total amount number of the Award Units that is are determined to be eligible to vest based on the level of attainment of the Performance Goals in accordance with Section 2(b) hereof, divided by (y) the number of Vesting Dates. (b) As soon as reasonably practicable after the completion of the Performance Period and no later than the first Vesting Date, the Committee shall determine the actual level of attainment of the Performance Goals; provided, however, that in the case of an Award intended to constitute Qualified Performance-Based Compensation, the determination of the level of attainment of Performance Goals shall be certified in writing in accordance with the requirements of Code Section 162(m) by the Committee, which shall be comprised solely of “outside directors” within the meaning of Code Section 162(m). On the basis of the determination or certified of the level of attainment of the Performance Goals, the amount number of the Award Units that is are eligible to vest on each of the Vesting Dates shall be calculated as described in Section 2(a). In the case of an Award that is intended to constitute Qualified Performance-Based Compensation, the The Committee may not increase the amount of the Award that becomes payable or pay any amount of the Award if the Performance Goals for the Performance Period are not attained, but it retains the sole discretion to reduce the amount of the Award that would otherwise be eligible to vest based on the attainment level of the Performance Goals. For Awards that are intended to constitute Qualified Performance-Based Compensation, the Performance Goals may not be adjusted except as specified make such adjustments in accordance with the attached Schedule A, Section 4 in accordance with the requirements of Code Section 162(m). If this Award is not intended to constitute Qualified Performance-Based Compensation, the Committee may make such adjustments to the Performance Goals or (and to the amount method of determining the Award performance attainment level) as the Committee in its sole discretion deems appropriate. (c) The Participant shall have no rights to payment of the Award Shares until the Committee determines and certifies in writing that the applicable Performance Goals Units have been attained and that the Award has vested. Prior to settlement, the Award represents Units represent an unfunded and unsecured obligation of the Company. (d) To the extent permissible under applicable local law, if the Participant commences working on a part-time basis, then the vesting schedule specified in Section 2(a) and on Schedule A may be adjusted by the Company in its sole discretion. (e) For purposes of this Agreement, “Subsidiary” shall mean any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.