Common use of Equity Compensation Clause in Contracts

Equity Compensation. All unvested equity awards, including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Termination.

Equity Compensation. All unvested equity awards, including, but not limited to, stock options, stock appreciation rights and restricted stock awards awards, held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six twelve (612) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii4(a)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Termination.

Equity Compensation. All unvested equity awards, including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination shall be deemed fully vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, provided that if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply be fully vested but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section section 16 of the Exchange Act. All vested options held by Employee, unless Employee instead timely elects to receive including those deemed fully vested as of the Date of Termination, shall remain exercisable for a single lump sum cash payment equal to period of one (1) year from the value Date of such optionTermination; provided, right or awardhowever, in lieu of no event shall any option remain exercisable beyond the equity interest that Employee would otherwise receive but for maximum period allowed therefor in the lack of an exemption stock option plan under Section 16 of the Exchange Actwhich it was granted. Any repurchase rights held by the Company on stock owned or options exercised by the Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this This Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Termination.;

Equity Compensation. All (i) Subject to the last sentence of this Section 5.5(f)(i), within thirty (30) days following the applicable Transition Date for each Transferred Employee, Purchaser will provide, or cause Holdings to provide, such Transferred Employee with equity-based compensation grants which are of equivalent value (determined by Intrinsic Value (including negative Intrinsic Value of underwater stock options) on the Transition Date) and have the same vesting terms (other than with respect to any performance vesting terms, which shall be deemed to not be in place) as the unvested equity awards, equity-based compensation grants (the “Unvested Grants”) held by such Transferred Employee on the Transition Date and giving effect to any pro rata vesting that occurs in connection with the transactions contemplated by this Agreement and their employment with Purchaser or one of its Affiliates (including, but not limited from and after the Closing, the Conveyed Companies) (such new grants, collectively, the “Converted Equity Awards”); provided, that, if a Transferred Employee is terminated by the Purchaser or one of its Affiliates for any reason other than for “cause” during the one (1) year period following the Closing Date, then any condition to vesting based on continued employment with Purchaser or its Affiliates shall (effective as of immediately prior to such termination) be eliminated such that any then-unvested portion of any Converted Equity Awards (such then-unvested equity, the “Continuing Vesting Equity”) held by such Transferred Employee will continue to vest pursuant to, and otherwise be subject to, the terms set forth in such Converted Equity Award notwithstanding that such Transferred Employee is no longer employed with Purchaser or one of its Affiliates (the “Continued Vesting”). Subject to the last sentence of this Section 5.5(f)(i), each Converted Equity Award shall have the same Intrinsic Value as of the date of grant that such Unvested Grant had on the Transition Date. Except as expressly set forth in this Section 5.5(f), neither Purchaser nor any of its Affiliates shall have any obligation or Liability with respect to any equity compensation grants or equity awards issued to, or held by, any Transferred Employee, Business Employee or Shared Service Employee. For the avoidance of doubt, (1) in no event will the Purchaser be required to issue any incentive stock options (i.e., options qualified under Section 422 of Code) in replacement of an Unvested Grant (even if such Unvested Grant so qualifies or is intended to so qualify) and (2) Unvested Grants shall include underwater stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination which shall also be deemed vested and exercisable on such Date of Termination included as if Employee had been employed for an additional six (6) months following the Date of TerminationConverted Equity Awards. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal anything to the value of such option, right or awardcontrary herein, in lieu of no event will the equity interest that Employee would otherwise receive but for the lack of Purchaser be required to issue Converted Equity Awards with an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described aggregate Intrinsic Value (disregarding in this Section 4(b)(iisuch calculation any negative Intrinsic Value) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date date of Terminationgrant greater than $31,000,000.

Equity Compensation. All unvested equity awardsExecutive shall be eligible to participate in the Company's Performance Based Long-Term Equity Compensation Plan (the "Restricted Share Plan"), includinga copy of which is attached as Exhibit B, but not limited to, stock options, stock appreciation rights which Plan was established and adopted for 2004 performance and provides for awards of restricted stock awards held by Employee under certain circumstances in 2005. The Company may not amend such Restricted Share Plan with respect to any 2004 bonus award to which Executive is entitled; provided however that grants of shares under the Restricted Share Plan shall be grants of Class A common shares of UNGL ("UNGL Shares"), and the number of UNGL Shares to be awarded shall be based on the Date number of Termination Penn-America shares that would otherwise be due to Executive, with an adjustment based on the price of UNGL Shares, as provided for in the Merger Agreement ($15.375 per share) (such price, the "Merger Price"). Commencing in 2005, Executive shall be eligible to participate in a performance-based restricted share plan to be adopted by the Company prior to or at the time of the Closing that is similar to the Restricted Share Plan, and which shall provide that the achievement of mid-point performance objectives (as such objectives are specified in Exhibit B) shall result in a target opportunity of 50% of Executive's then current base salary, payable in UNGL Shares, valued at the closing price of UNGL Shares on the date of grant. The Company and its affiliates reserve the right to amend or substitute the Restricted Share Plan for any fiscal years after fiscal year 2004, and except as provided below, to make any other adjustments deemed vested necessary by the Chairman of the Board, as approved by the Compensation Committee, to account for the consummation of the Merger Agreement and exercisable on business activities after the Effective Date. In any case, the Board, in its reasonable discretion, shall determine that such Date of Termination as if Employee had been employed for an additional six adjustments shall (6x) months following the Date of Termination. Notwithstanding the foregoingnot impose any burden or reduce any benefits, if any option, right bonuses or award would, awards that otherwise would be provided or paid to Executive as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right any out-of-pocket costs or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held expenses incurred by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described its affiliates in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rightsconnection with any Excluded Expenses, and stock appreciation rights as of (y) exclude the Date of TerminationExcluded Expenses from the actual performance results associated with any performance cycles underlying any applicable awards under the Restricted Share Plan and any successor thereto.

Equity Compensation. All unvested equity awards, including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 As of the Exchange ActEffective Date, then the deemed acceleration Company shall grant performance stock units (“PSUs”) to the Executive under the 2024 Omnibus Incentive Plan subject to the terms and conditions of an award agreement in substantially the vesting form attached hereto as Exhibit A (the “Grant Agreement”), which is hereafter referred to as the “IPO Grant”. The target number of such option, right or award PSUs under the IPO Grant shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive equal $2,200,000 divided by a single lump sum cash payment price per share equal to the initial public offering price per share that the Company’s common stock is sold to the public in the Company’s initial public offering (“IPO Price”). In addition, the Company shall annually grant the Executive equity awards under the Company’s 2024 Omnibus Incentive Plan beginning in fiscal 2024 and throughout each fiscal year of the Employment Period thereafter having an initial grant date value of such optionnot less than $2,070,000. The initial equity grant shall be in the form of time-based restricted stock units (“RSUs”), right or awardwith the number of RSUs to be based on the IPO Price and the grant to be made in substantially the form attached hereto as Exhibit B. Any time-based equity awards granted to the Executive shall fully vest and be settled in cash on a Change in Control; provided, in lieu however that the acquirer of the equity interest Company shall be entitled to defer payment of any amounts that Employee would otherwise receive but for be vested and paid on an accelerated basis under this paragraph until the lack of an exemption under Section 16 first anniversary of the Exchange Act. Any repurchase rights held Change in Control subject to a requirement that the Executive is then employed by the Company on stock owned or options exercised by Employee a Subsidiary or Affiliate with any deferred amounts set aside in a rabbi trust or other funding vehicle that is reasonably satisfactory to the Executive. If a buyer elects a deferred payment under this paragraph, any deferred amounts will be forfeited if the Executive terminates employment before the first anniversary of the Change in Control; provided, however, that the deferred payment shall be canceled on fully vested and paid within five business days of employment termination if the Date Executive’s employment is terminated by (i) the Company without Cause, (ii) by the Executive with Good Reason, or (iii) due to the Executive’s death or Disability. All grants of Termination. To equity compensation awards shall be made in the extent good faith discretion of the acceleration Committee upon the performance of vesting the Executive and exercisability described in the Company consistent with the terms of this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Termination5.

Equity Compensation. All unvested equity awardsExecutive shall be eligible to participate in the Company’s Performance Based Long-Term Equity Compensation Plan (the “Restricted Share Plan”), includinga copy of which is attached as Exhibit B, but not limited to, stock options, stock appreciation rights which Plan was established and adopted for 2004 performance and provides for awards of restricted stock awards held by Employee under certain circumstances in 2005. The Company may not amend such Restricted Share Plan with respect to any 2004 bonus award to which Executive is entitled; provided however that grants of shares under the Restricted Share Plan shall be grants of Class A common shares of UNGL (“UNGL Shares”), and the number of UNGL Shares to be awarded shall be based on the Date number of Termination Penn-America shares that would otherwise be due to Executive, with an adjustment based on the price of UNGL Shares, as provided for in the Merger Agreement ($15.375 per share) (such price, the “Merger Price”). Commencing in 2005, Executive shall be eligible to participate in a performance-based restricted share plan to be adopted by the Company prior to or at the time of the Closing that is similar to the Restricted Share Plan, and which shall provide that the achievement of mid-point performance objectives (as such objectives are specified in Exhibit B) shall result in a target opportunity of 30% of Executive’s then current base salary, payable in UNGL Shares, valued at the closing price of UNGL Shares on the date of grant. The Company and its affiliates reserve the right to amend or substitute the Restricted Share Plan for any fiscal years after fiscal year 2004, and except as provided below, to make any other adjustments deemed vested necessary by the Chairman of the Board, as approved by the Compensation Committee, to account for the consummation of the Merger Agreement and exercisable on business activities after the Effective Date. In any case, the Board, in its reasonable discretion, shall determine that such Date of Termination as if Employee had been employed for an additional six adjustments shall (6x) months following the Date of Termination. Notwithstanding the foregoingnot impose any burden or reduce any benefits, if any option, right bonuses or award would, awards that otherwise would be provided or paid to Executive as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right any out-of-pocket costs or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held expenses incurred by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described its affiliates in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rightsconnection with any Excluded Expenses, and stock appreciation rights as of (y) exclude the Date of TerminationExcJuded Expenses from the actual performance results associated with any performance cycles underlying any applicable awards under the Restricted Share Plan and any successor thereto.

Equity Compensation. All unvested equity awards, including, but not limited to, stock options, stock appreciation rights and The Company’s Board of Directors (the “Board”) has approved a grant to you of restricted stock awards held units (“RSUs”) covering 46,463 shares of the Company’s Class A Common Stock, effective as of the business day immediately prior to the effective date of the registration statement on Form S-1 filed in connection with the Company’s initial public offering (the “Registration Date”) and subject to your continuous service through the date. Subject to Section 2(d) through (f) of this Employment Agreement (as amended by Employee this Amendment Agreement), one-sixteenth (1/16th) of the total number of RSUs shall vest on May 20, 2019 and 1/16th of the total number of RSUs shall vest on each quarterly vesting date (set at February 20, May 20, August 20 and November 20 of each year) thereafter, subject to your continuous service; provided, however, that no RSU shall vest until the earlier of the date of a “change in control” or the Registration Date of Termination shall be deemed vested (a “Liquidity Event”) and exercisable on such Date of Termination the RSUs will not vest in the event your continuous service terminates before a Liquidity Event, all as if Employee had been employed for an additional six (6) months following provided in the Date of Termination. Notwithstanding the foregoing, if any option, right or award wouldCompany’s 2018 Equity Incentive Plan, as a result amended and restated and the form of RSU agreement approved by the Board (together with the plan, the “Equity Agreements”). No right to any stock is earned or accrued until such accelerated time that vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange ActRSU occurs, then nor does the deemed acceleration xxxxx xxxxxx any right to continued vesting or employment or right to any future grants of equity from the vesting Company. You should consult with your own financial advisor concerning the tax and investment risks associated with receiving and accepting an award of such optionRSUs. For the avoidance of doubt, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 all other terms of the Exchange Act, unless Employee instead timely elects any equity awards granted to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held you by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described will remain in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Terminationeffect.

Equity Compensation. All In consideration for agreeing to provide the services during the Term, each of the Executive's options to purchase shares of IAC's common stock ("IAC Options") and other equity awards based on IAC's common stock that are unvested equity awardsas of the Effective Date or that are granted following the Effective Date shall continue to vest during the Term and the Extended Term. Vested IAC Options (whether vested at the Effective Date or thereafter) shall remain exercisable through the Extended Term or, includingif earlier, but the scheduled expiration date of the IAC Option, provided that, (a) in the event that the Executive resigns prior to the expiration of the Extended Term due to a material breach of this Agreement by IAC (or any successor to IAC), that is not limited tocured by IAC (or its successor) promptly after notice from the Executive ("good reason") or is terminated by IAC without cause prior to the expiration of the Extended Term, stock optionsvested IAC Options shall remain exercisable through the date that is 24 months following such resignation for good reason or termination without cause, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for plus an additional six (6) months 15 days for each month that has been served by the Executive following the Date commencement of Termination. Notwithstanding the foregoingTerm (up to a maximum of 3 years), if any option, right or award would, (b) in the event that the Executive resigns prior to the expiration of the Extended Term (other than as a result of good reason), vested IAC Options shall remain exercisable through the date that is one year following the date of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 resignation (or through a later date at the discretion of IAC) or, if earlier, the scheduled expiration date of the Exchange Act, then IAC Option. The Executive's award agreements evidencing the deemed acceleration grant of any of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability awards described in this Section 4(b)(ii) does not otherwise violate are hereby amended to the requirements extent necessary to effectuate the provisions of this Section. In all other respects, the awards described in this Section 409A shall continue to be governed in accordance with their terms. For purposes of this Agreement, "cause" shall have the Code, this Agreement shall serve as an amendment meaning set forth in the applicable IAC stock and incentive plan pursuant to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of which the Date of TerminationIAC Options were granted.

Equity Compensation. All unvested equity awardsExecutive shall be eligible to participate in the Company’s Performance Based Long-Term Equity Compensation Plan (the “Restricted Share Plan”), includinga copy of which is attached as Exhibit B, but not limited to, stock options, stock appreciation rights which Plan was established and adopted for 2004 performance and provides for awards of restricted stock awards held by Employee under certain circumstances in 2005. The Company may not amend such Restricted Share Plan with respect to any 2004 bonus award to which Executive is entitled; provided however that grants of shares under the Restricted Share Plan shall be grants of Class A common shares of UNGL (“UNGL Shares”), and the number of UNGL Shares to be awarded shall be based on the Date number of Termination Penn-America shares that would otherwise be due to Executive, with an adjustment based on the price of UNGL Shares, as provided for in the Merger Agreement ($15.375 per share) (such price, the “Merger Price”). Commencing in 2005, Executive shall be eligible to participate in a performance-based restricted share plan to be adopted by the Company prior to or at the time of the Closing that is similar to the Restricted Share Plan, and which shall provide that the achievement of mid-point performance objectives (as such objectives are specified in Exhibit B) shall result in a target opportunity of 30% of Executive’s then current base salary, payable in UNGL Shares, valued at the closing price of UNGL Shares on the date of grant. The Company and its affiliates reserve the right to amend or substitute the Restricted Share Plan for any fiscal years after fiscal year 2004, and except as provided below, to make any other adjustments deemed vested necessary by the Chairman of the Board, as approved by the Compensation Committee, to account for the consummation of the Merger Agreement and exercisable on business activities after the Effective Date. In any case, the Board, in its reasonable discretion, shall determine that such Date of Termination as if Employee had been employed for an additional six adjustments shall (6x) months following the Date of Termination. Notwithstanding the foregoingnot impose any burden or reduce any benefits, if any option, right bonuses or award would, awards that otherwise would be provided or paid to Executive as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right any out-of-pocket costs or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held expenses incurred by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described its affiliates in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rightsconnection with any Excluded Expenses, and stock appreciation rights as of (y) exclude the Date of TerminationExcluded Expenses from the actual performance results associated with any performance cycles underlying any applicable awards under the Restricted Share Plan and any successor thereto.

Equity Compensation. All unvested equity awardsSubject to the confirmation of the Plan, including------------------- the Company will implement a stock option plan (the "New Management Incentive Plan"), but which will not limited tobe inconsistent with the terms set forth in this Section 3(d), under which the Company will grant to the Executive, as of the Effective Date, options to purchase 129,132 shares of the common stock optionsof the Company (the option to purchase any one share of Company common stock hereinafter referred to as an "Option"). Each Option shall have an exercise price equal to $21.19 per share (or, in the event of a modification of the November 7, 2001 Disclosure Statement pursuant to the confirmation of the Plan, such number of shares as equals 1% of the stock appreciation rights of the Company outstanding immediately after the Effective Date (taking into account all options authorized under the New Management Incentive Plan, all warrants issued under the Plan, and Executive's restricted stock awards held by Employee award under Section 3(e) hereof) and having an exercise price in the aggregate equal to 1% of the total deemed equity value of the Company (if other than $21.19 per share) which equity value shall equal the difference between the Enterprise Value (as determined under the Plan) and the sum of the Company's bank debt and long-term debt (as determined under the Plan) as of the Effective Date). The Options shall be subject to three year vesting under which the Executive may exercise one-third of the Options after each of the first, second and third anniversaries of the Effective Date, subject to the Executive's continued employment with the Company (other than as stated herein). Except as provided below, the Options shall not expire until the date that is seven years from the Effective Date. In the event the Executive's employment with the Company is terminated for any reason other than death or Disability (as defined in Section 6(b) herein), except as provided in this Section 3(d), any unvested Options will expire as of the date of such termination, and any unexercised vested Options shall expire on the Date earlier of Termination the expiration date of the Option and the date that is 90 days after the date of such termination. In the event the Executive's employment with the Company is terminated due to death or Disability, except as provided in this Section 3(d), any unvested Options will expire as of the date of such termination, and any unexercised vested Options shall be deemed vested and exercisable expire on the earlier of the expiration date of the Option or the date that is twelve months after the date of such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Terminationtermination. Notwithstanding the foregoing, the Options shall become fully vested upon the occurrence of a Change in Control (as defined in Section 6(f) herein), or in the event the Executive's employment is terminated by the Company other than for Cause (as defined in Section 6(c)) or if any option, right or award would, the Executive terminates his employment with the Company for Good Reason (as provided in Section 6(f) herein) prior to a Change in Control. The Executive's option agreement shall contain a provision that authorizes the Executive to require the Company to withhold shares of Common Stock from the shares of Common Stock that would otherwise be issuable to the Executive as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 the exercise of the Exchange ActCommon Stock under the Option having a fair market value, then the deemed acceleration net of the vesting of such optionexercise price, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value minimum statutory federal, state, local and payroll tax withholding rates applicable to supplemental income. The Options shall have such other terms and conditions as are set forth in the New Management Incentive Plan and Executive's stock option agreement and not inconsistent with this Agreement. In addition to the Option, and without duplication, the Executive shall be entitled to participate in any stock option or other annual equity incentive plans adopted by the Board, the terms of such option, right or award, participation to be determined in lieu the sole discretion of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 Compensation Committee of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of TerminationBoard.

Equity Compensation. All In consideration for agreeing to provide the services during the Term, each of the Executive’s options to purchase shares of IAC common stock (“IAC Options”), IAC RSUs and any other equity awards based on IAC common stock that are unvested as of the Effective Date or that are granted following the Effective Date shall continue to vest during the Term. In the event that (i) Executive resigns prior to the expiration of the Term due to a material breach of this Agreement by IAC (or any successor to IAC) that is not cured by IAC (or its successor) promptly after notice from the Executive (“good reason”), (ii) Executive is terminated by IAC without cause prior to the expiration of the Term or (iii) IAC delivers a Non-Renewal Notice, then any IAC Options, IAC RSUs and any other compensation awards of Executive based on, or in the form of, IAC common stock equity awards, includingthat are outstanding and unvested at the time of such termination but which would, but not limited tofor a termination of employment, stock optionshave vested during the one year period following such termination of employment (the “Severance Period”) shall vest as of the date of such termination of employment; provided, stock appreciation rights however, that any outstanding award with a vesting schedule that would, but for a termination of employment, have resulted in a smaller percentage (or none) of the award being vested through the Severance Period than if it had vested annually pro rata over its vesting period shall, for purposes of this provision, be treated as though it vested annually pro rata over its vesting period (e.g., if 000 XXXx were granted 2.7 years prior to the date of termination and restricted stock awards held by Employee vested pro rata on the Date first five anniversaries of Termination the grant date and 000 XXXx were granted 1.7 years prior to the date of termination and vested on the fifth anniversary of the grant date, then on the date of termination, 20 RSUs from the first award and 40 RSUs from the second award would vest); and, provided further, that any amounts that would vest under this provision but for the fact that outstanding performance conditions have not been satisfied shall be deemed vested vest only if, and exercisable on at such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Terminationpoint as, such performance conditions are satisfied. Notwithstanding the foregoing, if and for avoidance of doubt, so long as Executive continues to serve on the Board of Directors of IAC, any optionIAC equity awards held by Executive shall continue to vest. Following any termination of Executive’s employment, right or award would, any then-vested IAC Options of Executive (including IAC Options vesting as a result of such accelerated vesting and exercisability no longer qualify for exemption under this Section 16 of 5) shall remain exercisable through the Exchange Act, then date that is eighteen (18) months following the deemed acceleration of the vesting date of such optiontermination or, right or award shall apply but such optionif earlier, right or award shall not become exercisable until through the earliest scheduled expiration date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of TerminationIAC Options.

Equity Compensation. All unvested equity awardsWithin a reasonable time following the Commencement Date, including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination Executive shall be deemed vested and exercisable on such Date offered a nonqualified stock option to purchase 2,070,000 ordinary shares of Termination as if Employee had been employed for BrightSphere Investment Group plc (the “Option Award”) at an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment exercise price per share equal to the value greater of such option$12.00 or the price of one ordinary share as reported on the New York Stock Exchange (or on any other national securities exchange on which the Stock is then listed) on the date of grant or, right or awardif the closing price has not been reported for that date when issued, in lieu the closing price on the day preceding the date of grant for which a closing price is reported. The Option Award shall be granted under, and be subject to the terms of, the BrightSphere Investment Group plc 2017 Equity Incentive Plan (the “Equity Incentive Plan”). Twenty percent (20%) of the equity interest that Employee would otherwise receive but Option Award shall be vested on the date of grant (the “Initial Vesting Date”), with the remaining eighty percent (80%) vesting in equal twenty percent (20%) annual installments over a four-year period beginning on the first anniversary of the Initial Vesting Date, subject to the Executive’s continued employment with the Company through to such vesting date. Upon the Executive’s involuntary termination without Cause, or the Executive’s resignation for Good Reason, within two (2) years following a “Change of Control,” as defined in the Equity Incentive Plan, the next twenty percent (20%) tranche of the Option Award shall vest upon the Termination Date, and the remaining unvested portion of the Option Award shall be forfeited. The Option Award shall have a term of five (5) years from the date of grant and will be subject to the Company’s Clawback Policy, as in effect from time to time, which includes the ability of the Company to clawback upon a termination of employment for Cause. The Option Award is being offered as an inducement to the Executive in connection with the Company’s hiring of the Executive as its Chief Financial Officer and in consideration for the lack post-termination noncompetition provisions of an exemption under Section 16 of the Exchange Act6.2(B). Any repurchase rights held by the Company on stock owned or options exercised by Employee The Option Award shall be canceled on evidenced in writing by a stock option agreement, which will include such other terms as the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of TerminationBoard deems appropriate.

Equity Compensation. All unvested equity awardsAs soon as administratively practicable after the Effective Date, including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination Executive shall be deemed vested granted stock options to purchase 100,000 shares of the Company's Common Stock, par value $0.001 per share (the "COMMON STOCK"). The per share exercise price of each option granted pursuant to this Section 3.2 shall be at $4.25 per share, equal the fair market value of a share of Common Stock as of the date of grant of the option. Such options shall have a term of five years and exercisable shall vest in accordance with the following schedule, subject to the Executive's continued employment by the Company: 25% of the aggregate number of shares subject to the options shall vest and become exercisable, subject to the Executive's continued employment by the Company, on such Date each of Termination as if Employee had been employed for an additional six December 9, 1999, March 9, 2000, June 9, 2000, and September 8, 2000. Such options shall be granted under the SeraCare, Inc. 1998 Stock Option Plan, and (6a) months following shall be granted subject to the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result terms of such accelerated vesting plan and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award (b) shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable be evidenced by and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal subject to the value terms of such option, right or award, in lieu a form of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held stock option agreement customarily used by the Company for employee stock option grants under the Stock Option Plan. Notwithstanding any termination of employment provisions in the SeraCare, Inc. 1998 Stock Option Plan or any customary form of stock option agreement thereunder, if the Executive's employment by the Company terminates (for any reason whatsoever): (x) before the first anniversary of the Effective Date, each option granted pursuant to this Section 3.2 shall terminate immediately to the extent that it is not then vested, and, to the extent that it may then be vested, it shall continue to be exercisable only for the ninety (90) day period following the termination of the Executive's employment, at which time it shall terminate to the extent not exercised; and (y) on stock owned or options exercised by Employee after the first anniversary of the Effective Date, each option granted pursuant to this Section 3.2 shall continue to be canceled on exercisable for the Date remainder of Terminationits term. To the extent (if any) that the acceleration Period of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate Employment is extended beyond the requirements of Section 409A first anniversary of the CodeEffective Date, this Agreement the Executive shall serve as an amendment to all of Employee’s outstanding be considered for additional annual stock options, restricted stock awards, repurchase rights, option grants in accordance with the policies and stock appreciation rights as procedures of the Date of TerminationCompany then in effect for executive stock option grants.

Equity Compensation. All unvested equity awardsExecutive shall be eligible to participate in Penn-America's Performance Based Long-Term Equity Compensation Plan (the "Restricted Share Plan"), includinga copy of which is attached as Exhibit B, but not limited to, stock options, stock appreciation rights which Plan was established and adopted for 2004 performance and provides for awards of restricted stock awards held by Employee under certain circumstances in 2005. Penn-America may not amend such Restricted Share Plan with respect to any 2004 bonus award to which Executive is entitled; provided however that grants of shares under the Restricted Share Plan shall be grants of Class A common shares of UNGL ("UNGL Shares"), and the number of UNGL Shares to be awarded shall be based on the Date number of Termination Penn-America shares that would otherwise be due to Executive, with an adjustment based on the price of UNGL Shares, as provided for in the Merger Agreement ($15.375 per share) (such price, the "Merger Price"). Commencing in 2005, Executive shall be eligible to participate in a performance-based restricted share plan to be adopted by Penn-America prior to or at the time of the Closing that is similar to the Restricted Share Plan, and which shall provide that the achievement of mid-point performance objectives (as such objectives are specified in Exhibit B) shall result in a target opportunity of 60% of Executive's then current base salary, payable in UNGL Shares, valued at the closing price of UNGL Shares on the date of grant. The Company and its affiliates reserve the right to amend or substitute the Restricted Share Plan for any fiscal years after fiscal year 2004, and except as provided below, to make any other adjustments deemed vested necessary by the Chairman of the Board, as approved by the Compensation Committee, to account for the consummation of the Merger Agreement and exercisable on business activities after the Effective Date. In any case, the Board, in its reasonable discretion, shall determine that such Date of Termination as if Employee had been employed for an additional six adjustments shall (6x) months following the Date of Termination. Notwithstanding the foregoingnot impose any burden or reduce any benefits, if any option, right bonuses or award would, awards that otherwise would be provided or paid to Executive as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right any out-of-pocket costs or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held expenses incurred by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described its affiliates in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rightsconnection with any Excluded Expenses, and stock appreciation rights as of (y) exclude the Date of TerminationExcluded Expenses from the actual performance results associated with any performance cycles underlying any applicable awards under the Restricted Share Plan and any successor thereto.

Equity Compensation. All unvested equity awards(i) On or as soon as reasonably practicable following the Effective Date, includingExecutive will be granted 40,000 restricted shares of the Company’s common stock (the “Restricted Shares”), but not limited to, stock options, stock appreciation rights pursuant to the terms of the Company’s 2015 Long-Term Incentive Plan (the “LTIP”) and a separate restricted stock awards held by Employee agreement that will be entered into with Executive. The Restricted Shares shall vest in equal installments on the first four anniversaries of the Effective Date, subject to continued employment on the applicable vesting date and the terms of the restricted stock agreement, and shall not be subject to any performance-based or other conditions (except as set forth in the LTIP or the restricted stock agreement); provided, however, that if Executive’s employment terminates due to death, Disability, without Cause, or for Good Reason pursuant to Sections 3(a)(i), (ii), (iv) or (vi) prior to the fourth anniversary of the Effective Date, then the portion of the Restricted Shares scheduled to vest on the next regular anniversary vesting date shall vest and become non-forfeitable as of immediately prior to the Date of Termination (and any remaining unvested Restricted Shares shall be deemed vested forfeited). Notwithstanding the foregoing or any other provision in this Agreement or the restricted stock agreement covering the Restricted Shares to the contrary: (x) upon a Change in Control (as defined in the LTIP) prior to full vesting of the Restricted Shares, the value of the unvested amount of the Restricted Shares shall be retained in Executive’s favor under comparable terms as Executive had prior to such Change in Control (which retention may be in the form of stock, cash, or a combination thereof); and exercisable on such Date (y) if Executive’s employment terminates without Cause or for Good Reason pursuant to Section 3(a)(iv) or (vi), in either event within one year following the occurrence of Termination a Change in Control, then 100% of the then unvested Restricted Shares (or the comparable equivalent as if Employee had been employed provided for an additional six in (6x) months following above) shall accelerate and vest and become non-forfeitable as of immediately prior to the Date of Termination. Notwithstanding For the foregoingavoidance of doubt, if with respect to the Restricted Shares, in the event of any option, right conflict or award would, as a result inconsistency between the terms of such accelerated vesting this Agreement and exercisability no longer qualify for exemption under Section 16 the terms of the Exchange Actrestricted stock agreement covering such Restricted Shares, then the deemed acceleration terms of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Terminationcontrol.

Equity Compensation. All As consideration for Feehan’s agreements contained herein and for the purposes of satisfying the terms of Section 4(c) of the 2013 Agreement with respect to the 2015 year, the Compensation Committee agrees to award Feehan a one-time grant of restricted stock units as soon as reasonably practicable following May 1, 2015 having a value of $1,500,000 and the number of RSUs in such grant shall be determined by dividing $1,500,000 by the average closing price of CAI’s common stock traded on the New York Stock Exchange for the 20 consecutive trading day period ending with the closing price of such stock on the day immediately preceding the grant date. The RSUs shall vest in equal one-fifth installments on each April 30 of 2016, 2017, 2018, 2019 and 2020. The other terms of the RSU award agreement shall be consistent with the RSU award agreements issued to officers of CAI in January 2015, except that the vesting requirements shall be amended to provide that (A) the award will remain eligible to vest so long as Feehan remains continuously (i) employed by CAM or any of its subsidiaries or other affiliates, and/or (ii) a member of the Board through the applicable vesting date. In addition, if Feehan ceases to be an employee of CAM and/or member of the Board during the Term due to death or disability, a prorata portion of the then unvested equity awardsRSUs that are scheduled to vest on the next scheduled vesting date following such death or disability (prorated based on the period of time Feehan is employed or is serving on the Board between the vesting date that occurred immediately prior to such death or disability and the next vesting date scheduled to occur following such death or disability) will vest for the benefit of, including, but not limited and be payable to, stock optionsFeehan if such cessation is due to disability, stock appreciation rights or if such cessation is due to death, for the benefit of, and restricted stock awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoingpayable to his designated beneficiary or, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or awardbeneficiary has been designated, in lieu the name of his estate. During the equity interest that Employee would otherwise receive but for Term neither the lack of an exemption under Section 16 of Board nor the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the CodeCompensation Committee intends to grant any additional long-term incentive awards to Feehan, this Agreement shall serve as an amendment to all of Employee’s outstanding including stock options, restricted stock, restricted stock awardsunits or other equity compensation; provided, repurchase rightshowever, after the Effective Date and stock appreciation rights as through the remainder of the Date Term Feehan shall be entitled to receive the same annual grants of TerminationCAI equity pursuant to the Cash America International, Inc. 2014 Long Term Incentive Plan that other directors serving on the Board receive for so long as Feehan is elected as a director of CAI at each applicable meeting of shareholders during the Term.

Equity Compensation. All unvested At the first regular meeting of the Compensation Committee held following the Effective Date, the Compensation Committee will approve the grant to Executive of the following equity awardsawards under the Company’s 2005 Performance Incentive Plan (the “2005 Plan”), including, but not limited to, stock options, stock appreciation rights and restricted stock awards held by Employee each such award to be effective on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result date of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 approval by the Compensation Committee (the “Grant Date”): • An option to purchase 1,000,000 shares of the Exchange ActCompany’s common stock, then with the deemed acceleration per share exercise price of such option to be the closing market price of a share of the vesting Company’s common stock on the Grant Date, the expiration date of such optionoption to be the day before the seventh anniversary of the Grant Date (subject to earlier termination as provided in the applicable award agreement), right or award shall apply but and such option, right or award shall not option to vest and become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 with respect to 25% of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to shares covered by such option on each of the value first four anniversaries of such option, right or awardthe Grant Date, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held each case subject to Executive’s employment by the Company through the applicable vesting date; and • An award of 25,000 restricted shares of the Company’s common stock, such award to vest with respect to 100% of the shares covered by the award on the first anniversary of the Grant Date, subject to Executive’s employment by the Company through the vesting date. In addition, provided Executive is then still employed by the Company, the Compensation Committee will approve the grant to Executive at the first regular meeting of the Compensation Committee held in January 2010 of an option to purchase 500,000 shares of the Company’s common stock, with the per share exercise price of such option to be the closing market price of a share of the Company’s common stock owned or options exercised on the date of such approval (the “January Grant Date”), the expiration date of such option to be the day before the seventh anniversary of the January Grant Date (subject to earlier termination as provided in the applicable award agreement), and such option to vest and become exercisable with respect to 100% of the shares covered by Employee such option on the fourth anniversary of the Effective Date, subject to Executive’s employment by the Company through the vesting date. Each of the foregoing awards will be evidenced by an award agreement in the Company’s standard form of award agreement for that particular type of award under the 2005 Plan and be subject to such other terms as are provided therein and in the 2005 Plan. Copies of the 2005 Plan and such forms of award agreements have been provided to Executive. The parties acknowledge and agree that the foregoing awards are intended to satisfy the Company’s obligation to grant equity incentive awards to Executive through 2011 (if employment continues through such period) and the parties do not anticipate that additional equity incentive awards will be granted to Executive prior to 2012. The amount, timing, and other terms of any future equity award grants to Executive shall be canceled on determined by the Date of Termination. To Board (or the extent the acceleration of vesting and exercisability described Compensation Committee) in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of Terminationits good faith discretion.

Equity Compensation. All unvested equity awardsTo the extent not previously vested, includingthe portion of any outstanding equity, but not limited toother than the Initial LTIP Award, stock options, stock appreciation rights and restricted stock awards held by Employee which vests solely based on the Date Executive’s fulfillment of Termination time and/or service conditions (“Time-Vesting Equity”) that would have vested if the Executive had remained employed through the first anniversary of the date of termination shall vest on the date of termination and any outstanding equity which vests based on the achievement of performance targets (the “Performance-Vesting Equity”) shall continue to remain outstanding and be eligible to vest until the first anniversary of the date of termination (and if the performance targets are achieved during such time period shall vest in accordance therewith; provided that if a Change of Control occurs during such time period and the Sponsors (as defined in Exhibit A) receive marketable securities in connection with such Change of Control, the Performance-Vesting Equity shall remain outstanding until the earlier of (i) the remaining term of the Performance-Vesting Equity and (ii) the first anniversary of the date of termination and, if not already vested, shall vest once such marketable securities are liquidated by the Sponsors if the applicable performance targets are met upon such liquidation) and, all vested options shall remain exercisable until the earlier of the expiration of the original term or the first anniversary of the date of termination (provided that for purposes of post-termination exercisability with respect to such Performance-Vesting Equity, any date of vesting shall be deemed vested and exercisable on the date of termination of the Executive’s employment for purposes of determining the post-termination exercise period of such Date Performance-Vesting Equity); provided that if the Executive’s employment is terminated without Cause or for Good Reason (i) after a definitive agreement is entered into which will result in a Change of Termination Control (provided such agreement results in a Change of Control) or (ii) within six months prior to a Change of Control, any Time-Vesting Equity shall be treated as if Employee it had fully vested as of the date of the Change of Control and any Performance-Vesting Equity shall be treated as if it had been employed for an additional six fully vested on the date of the Change of Control to the extent the applicable performance conditions have been satisfied as of such date (6and shall be forfeited to the extent the applicable performance conditions have not been satisfied as of such date unless the Sponsors receive marketable securities in connection with such Change of Control, in which event the Performance-Vesting Equity shall remain outstanding until the earlier of (i) months the remaining term of the Performance-Vesting Equity and (ii) one year following the Date date of Terminationtermination and shall vest once such marketable securities are liquidated by the Sponsors if the applicable performance targets are met upon such liquidation) and provided further, in the case of any Performance-Vesting Equity, the Company agrees to provide the Executive with notice that a performance condition has been satisfied within 30 days following such event. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of Time-Vesting Equity and/or Performance-Vesting Equity constitutes “nonqualified deferred compensation” within the Exchange Act, then the deemed acceleration of the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements meaning of Section 409A of the Code, this Agreement the delivery of shares of common stock or cash (as applicable) in settlement of such awards shall serve as an amendment to all of Employeebe made on the date that is six months after Executive’s outstanding stock options“separation from service,” if required by Section 409A, restricted stock awardsor if earlier, repurchase rights, and stock appreciation rights as of the Date of Termination.immediately following any permissible payment event under Section 409A.

Equity Compensation. All unvested During the Employment Term, the Executive shall be entitled to participate in the Company’s MOP and Bonus Programs and any other incentive, equity-based and deferred compensation plans and programs or arrangements or any successor programs or plans thereto or thereunder (collectively, the “Incentive Programs”), in each case, as may be in effect from time to time and as may be determined by the Board. Subject to the Executive’s making the Investment in the Company contemplated by Section 8 of this Agreement, the Committee will, as soon as practicable after Executive makes such Investment (but in no event later than five business days thereafter), award Option Rights (the “Initial Grant”) consistent with the provisions of Exhibit A, which Initial Grant will be awarded in four (4) tranches and will vest and otherwise be subject to the provisions set forth in the Executive’s Non-Qualified Stock Option Agreement to be entered into in the form of Exhibit A attached hereto; provided, that the Company’s stockholders shall approve an amendment to the MOP as set forth in Exhibit A prior to the earlier of a Change of Control or January 1, 2009, which the Blackstone Investor Group (as defined in the Stockholders Agreement) (“Blackstone”) represents it has sufficient votes to approve as of the Effective Date and which Blackstone shall vote for (the “Amendment”). In the event the Amendment is not approved by June 30, 2009, the Initial Grant shall be void ab initio and of no further force and effect. Failure to obtain stockholder approval for the Amendment by the earlier of a Change of Control or January 1, 2009 shall be a breach of this Section 4(c) and Exhibit A, entitling the Executive to terminate his employment for Good Reason. In all events, any equity awardsaward (or portion thereof) granted to the Executive that vests solely upon the Executive’s fulfillment of time and/or service requirements shall vest in full upon a “Change of Control” (as such term is defined in the MOP in effect as of the Effective Date, includingplus any amendments to such definition after the Effective Date which would result in a transaction not covered by the Change of Control definition in effect as of the Effective Date constituting a “Change of Control”). Except as otherwise set forth in Section 8 hereof, but not limited toShares acquired on exercise of any stock option will be subject to the terms and conditions of the Stockholders Agreement. The Company and the Executive acknowledge that they will agree to provide the Company with the right to require the Executive and other executives of the Company to waive any registration rights with regard to such shares upon an IPO, in which case the Company will implement an IPO bonus plan in cash, stock options, stock appreciation rights or additional options to compensate for the Executive’s and restricted stock awards held by Employee on the Date other executives’ loss of Termination shall be deemed vested and exercisable on such Date of Termination as liquidity; provided that if Employee had been employed the Executive’s employment is terminated without Cause or for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award would, as a result of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 of the Exchange ActGood Reason, then the deemed acceleration Executive shall fully vest upon the date of the vesting of termination in any grant made under such option, right or award shall apply but such option, right or award shall not become exercisable until the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee shall be canceled on the Date of Termination. To the extent the acceleration of vesting and exercisability described in this Section 4(b)(ii) does not otherwise violate the requirements of Section 409A of the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights as of the Date of TerminationIPO bonus plan.

Equity Compensation. All unvested equity awardsDuring the Employment Term, includingthe Executive will be eligible to participate in the Company’s MOP and any other incentive, but not limited toequity-based and deferred compensation plans and programs or arrangements as may be determined by the Board or any successor programs or plans thereto or thereunder, stock options, stock appreciation rights and restricted stock awards held by Employee on the Date of Termination shall be deemed vested and exercisable on such Date of Termination as if Employee had been employed for an additional six (6) months following the Date of Termination. Notwithstanding the foregoing, if any option, right or award wouldin each case, as may be in effect from time to time and as may be determined by the Board. The Committee will, as soon as practicable after the Effective Date, award 150,000 Option Rights (the “Initial Grant”), which Initial Grant will be awarded in four (4) tranches and will vest and otherwise be subject to the provisions set forth in the Executive’s Non-Qualified Stock Option Agreement to be entered into in the form of Exhibit A attached hereto; provided, that in the event that (i) to the extent such amendment is necessary to effectuate the grant hereunder, the Company’s stockholders shall fail to approve an amendment to the MOP as set forth in Exhibit A prior to the earlier of a result Change of such accelerated vesting and exercisability no longer qualify for exemption under Section 16 Control or June 30, 2009, which the Blackstone Investor Group (as defined in the Stockholders Agreement) (“Blackstone”) represents it has sufficient votes to approve as of the Exchange Act, then Effective Date and which Blackstone shall vote for (the deemed acceleration of “Amendment”) or (ii) the vesting of such option, right or award shall apply but such option, right or award shall not become exercisable until Executive fails to make the earliest date on which it could become exercisable and also qualify for exemption from Section 16 of the Exchange Act, unless Employee instead timely elects to receive a single lump sum cash payment equal to the value of such option, right or award, Investment in lieu of the equity interest that Employee would otherwise receive but for the lack of an exemption under Section 16 of the Exchange Act. Any repurchase rights held by the Company on stock owned or options exercised by Employee in accordance with Section 8 of this Agreement, the Initial Grant shall immediately be canceled on the Date void ab initio and of Terminationno further force and effect. To the extent such amendment is necessary to effectuate the acceleration grant hereunder, failure to obtain stockholder approval for the Amendment by the earlier of vesting and exercisability described in a Change of Control or June 30, 2009 shall be a breach of this Section 4(b)(ii4(c) does not otherwise violate and Exhibit C, entitling the Executive to terminate his employment for Good Reason. In all events, any equity award (or portion thereof) granted to the Executive that vests solely upon the Executive’s fulfillment of time and/or service requirements shall vest in full upon a “Change of Section 409A of Control” (as such term is defined in the Code, this Agreement shall serve as an amendment to all of Employee’s outstanding stock options, restricted stock awards, repurchase rights, and stock appreciation rights MOP in effect as of the Effective Date, plus any amendments to such definition after the Effective Date which would result in a transaction not covered by the Change of TerminationControl definition in effect as of the Effective Date constituting a “Change of Control”). Shares acquired on exercise of any stock option will be subject to the terms and conditions of the Stockholders’ Agreement. The Company and the Executive acknowledge that they will agree to provide the Company with the right to require the Executive and other executives of the Company to waive any registration rights with regard to such shares upon an IPO, in which case the Company will implement an IPO bonus plan in cash, stock or additional options to compensate for the Executive’s and the other executives’ loss of liquidity; provided that if the Executive’s employment is terminated without Cause or for Good Reason, then the Executive shall fully vest upon the date of termination in any grant made under such IPO bonus plan.