2017 Uses in Treatment of Grant Under Employment Agreement and Merger Agreement Clause

Treatment of Grant Under Employment Agreement and Merger Agreement from Restricted Stock Units Agreement

WHEREAS, the Company has adopted the Plan (as defined below), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

Treatment of Grant Under Employment Agreement and Merger Agreement. If the Participant is subject to an employment agreement between the Participant and the Company or an Affiliate that provides for annual long-term incentive compensation, the Participant agrees that the RSUs covered by the Award shall be considered as if they had been granted on the Vesting Commencement Date. Furthermore, for purposes of Section 6.9(a)(ii) of the Merger Agreement, the RSUs shall be considered as if they had been granted on the Vesting Commencement Date for purposes of determining the value of the Participants target long-term incentive opportunity immediately prior to the Effective Time (as defined in the Merger Agreement) and, if the Effective Time occurs during 2017, the RSUs shall count toward determining whether target annual cash bonus opportunities and target long-term incentive compensation opportunities for 2017 are no less favorable in the aggregate than immediately prior to the Effective Time.