Common use of Lapse of Forfeiture Restrictions Clause in Contracts

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. Date Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Change of Control (as such term is defined in the Plan), or (ii) the date Employee's employment with the Company, its Subsidiaries and Affiliates is terminated for any reason other than a termination by the Employee's employer for "Cause" or a voluntary termination by the Employee. In the event Employee's employment is terminated for any reason, the Compensation Committee of the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions -------------------------------- shall lapse as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. Date : Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 Date Restrictions Lapse ---------- -------------------------- First Anniversary of the date of this Agreement 10% May 15, 2005 18 Second Anniversary of the date of this Agreement 10% May 15, 2006 20 Third Anniversary of the date of this Agreement 10% May 15, 2007 22 Fourth Anniversary of the date of this Agreement 10% May 15, 2008 24 Fifth Anniversary of the date of this Agreement 10% Sixth Anniversary of the date of this Agreement 10% Seventh Anniversary of the date of this Agreement 10% Eighth Anniversary of the date of this Agreement 10% Ninth Anniversary of the date of this Agreement 10% Tenth Anniversary of the date of this Agreement 10% Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Corporate Change of Control (as such term is defined in the Plan), or (ii) the date Employee's employment with the Company, its Subsidiaries and Affiliates Company is terminated for any by reason other than a termination of death, disability (as determined by the Company or employing subsidiary) or normal retirement on or after age sixty-five or (iii) the date on which Employee shall become entitled to the severance benefits set forth in Section 3.3 of that certain Executive Employment Agreement of even date herewith by and among Employee's employer for "Cause" or a voluntary termination by , NUMAR Corporation and the EmployeeCompany. In the event Employee's employment is terminated for any other reason, including retirement prior to age sixty-five with the Compensation Committee approval of the Board Company or employing subsidiary, the Committee which administers the Plan (the "Committee")) or its delegate, as appropriate, may, in the Committee's or such delegate's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as and cease to apply to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse dateCommon Units on _________, 20__. Date Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) Upon the occurrence of a Change of in Control (as such term is defined in the Plan), or (ii) the date Employee's employment with the Company, its Subsidiaries and Affiliates is terminated for any reason other than a termination by the Employee's employer for "Cause" or a voluntary termination by the Employee. In the event Employee's employment is terminated for any reason, the Compensation Committee of the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan), the Committee may take any action with respect to the Common Units that it deems appropriate, including but not limited to causing the Forfeiture Restrictions to lapse; provided, however, that if a Change in Control occurs and, in connection with or as a result of such Change in Control, Xxxxxxx X. Xxxxxx no longer holds or does not continue to hold the office of Chairman of the Company, the Forfeiture Restrictions shall lapse. If Director's service as a director of the Company is terminated for any reason (including death, disability, or Director's failure to be elected as a director at a shareholders meeting at which Director is considered for election) other than (i) by the Company for Cause, or (ii) by voluntary resignation, to the extent the Common Units are subject to Forfeiture Restrictions on the date of such termination, such Forfeiture Restrictions shall lapse. Common Units with respect to which Forfeiture Restrictions have lapsed shall cease to be subject to any Forfeiture Restrictions, and the Partnership, pending payment of corresponding taxes, shall provide Director a certificate (without the legend referenced in Section 2(c)) below representing the units as to which the Forfeiture Restrictions have lapsed. If the service of Director as a director of the Company exercises its right shall terminate prior to the lapse of first refusalthe Forfeiture Restrictions, and there exists a dispute between Director and the Company or the Committee (as defined in the Plan) as to the satisfaction of the conditions to the lapse of the Forfeiture Restrictions or the terms and conditions of this Agreement, the sale Common Units shall remain subject to the Forfeiture Restrictions until the resolution of such dispute, except that any distributions that may be consummated within five (5) days payable to the holders of record of Common Units as of a date during the date period from termination of Director's service as a director to the Company elects to exercise its right.resolution of such dispute shall:

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. Date : Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 Date Restrictions Lapse ---------- --------------------------- First Anniversary of the date of this Agreement 10% May 15, 2005 18 Second Anniversary of the date of this Agreement 10% May 15, 2006 20 Third Anniversary of the date of this Agreement 10% May 15, 2007 22 Fourth Anniversary of the date of this Agreement 10% May 15, 2008 24 Fifth Anniversary of the date of this Agreement 10% Sixth Anniversary of the date of this Agreement 10% Seventh Anniversary of the date of this Agreement 10% Eighth Anniversary of the date of this Agreement 10% Ninth Anniversary of the date of this Agreement 10% Tenth Anniversary of the date of this Agreement 10% Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Corporate Change of Control (as such term is defined in the Plan), or (ii) the date Employee's employment with the Company, its Subsidiaries and Affiliates Company is terminated for any by reason other than a termination of death, disability (as determined by the Employee's employer for "Cause" Company or a voluntary termination employing subsidiary) or normal retirement on or after age sixty-five or (iii) the date on which Employee shall become entitled to the severance benefits set forth in Section 3.3 of that certain Executive Employment Agreement by and between Employee and the EmployeeCompany. In the event Employee's employment is terminated for any other reason, including retirement prior to age sixty-five with the Compensation Committee approval of the Board Company or employing subsidiary, the Committee which administers the Plan (the "Committee")) or its delegate, as appropriate, may, in the Committee's or such delegate's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.

Lapse of Forfeiture Restrictions. The Except as may be otherwise provided in this Agreement or the Plan, subject to Employee’s continuous employment with the Company from the Award Date through each lapse date, the Forfeiture Restrictions shall lapse as to the Restricted Shares Stock in accordance with the following schedule provided set forth in the Notice of Award on the cover page of this Agreement. If at any time the number of shares as to which the Forfeiture Restrictions are scheduled to lapse includes a fractional share, the number of shares of Stock as to which the Forfeiture Restrictions shall be actually lapse shall be rounded down to the next whole share of stock. If, prior to the lapse of the Forfeiture Restrictions, the Employee resigns, Employee’s employment terminates on account of death, Disability or retirement, or the Company terminates Employee’s employment for Cause, the Employee shall, for no consideration, forfeit to the Company the shares of Restricted Stock that, at that Employee has been continuously employed time, remain subject to Forfeiture Restrictions. However, if the Employee’s employment is terminated by the Company or other than for Cause, and conditioned on the Employee signing an agreement in a Subsidiary or Affiliate from form satisfactory to the date of this Agreement through Company releasing claims against the lapse date. Date Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15Company and its employees, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding the foregoingagents and Affiliates, the Forfeiture Restrictions shall lapse as to all of the shares of Restricted Shares on Stock that, at that time (the earlier end of (i) the occurrence of a Change of Control (as such term is defined in the Planemployment), or (ii) remain subject to Forfeiture Restrictions; if the date Employee's employment with employee does not sign the agreement within the period of time specified by the Company, its Subsidiaries and Affiliates is terminated the Employee shall, for any reason other than a termination by no consideration, forfeit to the Employee's employer for "Cause" or a voluntary termination by Company the Employee. In the event Employee's employment is terminated for any reasonshares of Restricted Stock that, the Compensation Committee of the Board (the "Committee")at that time, may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still remain subject to such restrictionsForfeiture Restrictions. Upon forfeiture of shares of Restricted Stock, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable have no further rights with respect to such shares within the thirty (30) day period following the date the Employee gives notice shares, including but not limited to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusalvoting, the sale shall be consummated within five (5) days of the date the Company elects to exercise its rightdividend and liquidation rights.

Lapse of Forfeiture Restrictions. The Upon the termination or lapse of Forfeiture Restrictions shall lapse regarding any or all of the Restricted Shares (those Restricted Shares no longer subject to Forfeiture Restrictions being “Vested Restricted Shares”) and upon the satisfaction of the Withholding Liability (as defined below) corresponding to the Vested Restricted Shares in accordance with Section 13(a), one or more stock certificates representing the following schedule provided that Employee Vested Restricted Shares, free of Forfeiture Restrictions, shall be delivered to Grantee at Grantee’s request in accordance with this Agreement. The Forfeiture Restrictions shall terminate or lapse, and all of the Unvested Restricted Shares shall become Vested Restricted Shares, if there has been continuously employed no Forfeiture Cessation and no breach by the Company or a Subsidiary or Affiliate from Grantee as described in Section 2 before the date of this vesting, upon the occurrence of the Change of Control contemplated by the JLL Merger Agreement through (as originally entered into or as may be amended or supplemented). In addition, (i) all of the lapse date. Date Percentage of Total Number of Unvested Restricted Shares shall become Vested Restricted Shares upon (A) a Change of Control, or (B) a Vesting Cessation, subject to the terms of the Employment Agreement, and (ii) any or all of the Unvested Restricted Shares shall become Vested Restricted Shares upon a decision by the Committee, in its sole discretion and as of a date determined by the Committee, to Which Forfeiture vest those Unvested Restricted Lapse May 15Shares. As permitted by clause (ii) of the second paragraph of Section 14 of the Plan, 2004 16 % May 15the immediately preceding clause (i)(A) of this Section 3 is a partial exception to the general rule stated in that clause (ii) of the second paragraph of Section 14 of the Plan. The immediately preceding clause (i)(A) of this Section 3 refers to the only events, 2005 18 % May 15of the various events described at the beginning of the second paragraph of Section 14 of the Plan, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding the foregoing, in which the Forfeiture Restrictions shall lapse as to all of terminate or lapse, unless the Restricted Shares on the earlier of (i) the occurrence of a Change of Control (as such term is defined in the Plan), or (ii) the date Employee's employment with the Company, its Subsidiaries and Affiliates is terminated for any reason other than a termination by the Employee's employer for "Cause" or a voluntary termination by the Employee. In the event Employee's employment is terminated for any reason, the Compensation Committee of the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its rightdecides.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. Date On December 31, 1999 the Forfeiture Restrictions shall lapse as to 5% of the Restricted Shares without regard to any performance criteria. Thereafter, Forfeiture Restrictions shall lapse according to the following schedule provided that annual performance targets are achieved: Percentage of Total Number of Restricted Shares as to Which Year Forfeiture Restrictions Lapse ---- ----------------------------- 2000 10% 2001 15% 2002 15% 2003 25% 2004 30% For the purpose of the foregoing, annual performance targets will be achieved only upon the Company's achievement of at least an annual 10% year over year growth in Funds from Operations (FFO) or an annual 15% total shareholder return. Annual growth in FFO and annual shareholder return shall be cumulative over the Restricted Lapse May 15Period such that performance goals will be considered achieved for any year during the Restricted Period if the annual growth in FFO or annual shareholder return in such year meets the annual targets after taking into account the annual growth in FFO or annual shareholder return in any prior or subsequent year during the Restricted Period. An example of the manner in which the foregoing performance standards are intended to operate is attached hereto as Exhibit A. To the extent annual performance targets are not achieved by the end of the Restricted Period, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % the Employee shall forfeit to the Company the Restricted Shares for which the Forfeiture Restrictions have not lapsed by that date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Change of Control (as such term is defined in the Plan), or (ii) the date Employee's employment with the Company, its Subsidiaries and Affiliates is terminated for any reason other than a termination by the Employee's employer for "Cause" or a voluntary termination by the Employee. In the event Employee's employment is terminated for any reason, the Compensation Committee of the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.proposed

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions identified in subparagraph 2(a) above shall lapse as to the Restricted Shares in accordance with the following schedule schedule, provided that the following conditions have been satisfied as of each lapse date: (i) Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. Date Percentage of Total Number of date applicable to the Restricted Shares (as set forth in the table below), and no notice of resignation shall have been given to Which the Corporation by Employee preceding or on the date of vesting; (ii) the Operating Income (as defined below) for the fiscal year completed in the February prior to the lapse date must be greater than the Operating Income in the prior fiscal year; and (iii) the Operating Income for the fiscal year completed in the February prior to the lapse date is equal to or greater than the Operating Income set forth in the budget for such fiscal year approved by the Board of Directors before or shortly after the beginning of such fiscal year (the “Budgeted Operating Income”). For purposes of this Agreement, Operating Income shall mean income before interest and taxes determined in accordance with generally accepted accounting principles but prior to accruing expense for any award hereunder and excluding the impact (whether positive or negative) thereon of any change in accounting standards or extraordinary item. In addition to the foregoing, the restrictions shall lapse for the following portion of the shares eligible to lapse at any lapse date if each of conditions (i) and (ii) above is satisfied, and regarding condition (iii), the Operating Income for the fiscal year ending in the February prior to the lapse date is at least 95% of the Budgeted Operating Income. At 95% of Budgeted Operating Income the restrictions shall lapse with respect to 50% of the eligible shares and restrictions shall lapse with respect to an additional ..10% of the eligible shares for each basis point over 95%, such that restrictions shall lapse with respect to 100% of the eligible shares at 100% of the Budgeted Operating Income. The schedule is as follows: Lapse Date Total Restricted Shares to which Forfeiture Restricted Lapse Restrictions Lapse* May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 1531, 2008 24 % 17,500 May 31, 2009 10,500 May 31, 2010 10,500 May 31, 2011 10,500 May 31, 2012 10,500 May 31, 2013 10,500 * In the event the Forfeiture Restrictions do not lapse on any lapse date, the Restricted Shares subject to the lapse of restriction on such dates will be forever forfeited. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Corporate Change of Control (as such term is defined in the Plan), or (ii) the date Employee's ’s employment with the Company, its Subsidiaries and Affiliates Company is terminated for any by reason other than a termination by the Employee's employer for "Cause" of death or a voluntary termination by the Employeenormal retirement on or after age sixty-five. In the event Employee's ’s employment is terminated for any other reason, including retirement prior to age sixty-five with the Compensation Committee approval of the Board Company or employing subsidiary, the Committee which administers the Plan (the "“Committee")”) or its delegate, as appropriate, may, in the Committee's ’s or such delegate’s sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's ’s termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to Provided that the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date Date of this Agreement Grant through the lapse date. dates described in this sentence, the Forfeiture Restrictions shall lapse and cease to apply as follows: (i) the Forfeiture Restrictions with respect to 10% of the Phantom Stock Units shall lapse on the first anniversary of the Date Percentage of Total Number Grant, (ii) the Forfeiture Restrictions with respect to an additional 20% of Restricted Shares as the Phantom Stock Units shall lapse on the second anniversary of the Date of Grant, (iii) the Forfeiture Restrictions with respect to Which an additional 30% of the Phantom Stock Units shall lapse on the third anniversary of the Date of Grant, and (iv) the Forfeiture Restricted Lapse May 15Restrictions with respect to the remaining 40% of the Phantom Stock Units shall lapse on the fourth anniversary of the Date of Grant; provided, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding the foregoing, that the Forfeiture Restrictions shall lapse as to all of the Restricted Shares Phantom Stock Units then subject to Forfeiture Restrictions on the earlier of (i) the occurrence of date upon which a Corporate Change of Control (as such term is defined in occurs if the Plan)successor entity does not assume, convert, or replace the Phantom Stock Units governed by this Agreement with an equity or equity-based award that is substantially the same in all material economic respects, (ii) the date upon which the Employee's ’s employment with the Company is terminated by reason of death, Disability, or Involuntary Termination, or (iii) at the Committee’s discretion, as of the date determined by the Committee. Any Phantom Stock Units with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding sentence shall be forfeited to the Company for no consideration as of the date of the termination of the Employee’s employment with the Company. For the avoidance of doubt, its Subsidiaries and Affiliates is terminated for any reason other than if, in connection with a termination by the Employee's employer for "Cause" or a voluntary termination by the Employee. In the event Employee's employment is terminated for any reasonCorporate Change, the Compensation Committee of successor entity assumes, converts, or replaces this Agreement with an agreement that is substantially the Board (the "Committee")same in all material economic respects, may, in the Committee's sole discretion, approve the lapse of any Forfeiture Restrictions as to any or all Restricted Shares still subject to continuing after such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable Corporate Change with respect to such shares within assumed, converted, or replaced award shall lapse on the thirty earliest to occur of (30a) day period following the lapse dates set forth above or (b) the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its rightEmployee’s Involuntary Termination following such Corporate Change.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse Except as to provided below, on each anniversary of the Restricted Shares Date of Grant set forth in accordance the following schedule, if Employee’s employment with the following schedule provided that Employee Employer has not terminated and at least one of the “Performance Goals” set forth below has been continuously employed by achieved after the Company or a Subsidiary or Affiliate from the date Date of this Agreement through the lapse date. Date Percentage of Total Number of Restricted Shares as Grant and prior to Which Forfeiture Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding the foregoingsuch anniversary, the Forfeiture Restrictions shall lapse with respect to a percentage of Restricted Shares as follows: Anniversary of Percentage of Date of Grant Restricted Shares The Performance Goals are: On each anniversary set forth in the schedule above, if none of the Performance Goals has been achieved prior to all of such anniversary, then the Restricted Shares with respect to which the Forfeiture Restrictions would have lapsed on such anniversary upon achievement of a Performance Goal prior to that anniversary shall be forfeited immediately. Upon the earlier termination of Employee’s employment with the Employer by reason of (i) the occurrence of a Change of Control death, (as such term is defined ii) disability that results in the Plan)Employer determining that Employee cannot perform the essential functions of his or her job, with or without a reasonable accommodation, or (iiiii) the date Employee's employment with the Company, its Subsidiaries and Affiliates is terminated for any reason other than a an involuntary termination by the Employee's employer Employer due to a reorganization or reduction in force for "Cause" which Employee would be eligible for pay under the Xxxxxx Xxxxxx, Inc. Severance Plan or a voluntary termination under another express written grant of separation pay by the Employee. In the event Employee's employment is terminated for any reasonEmployer, the Compensation Committee of the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or on all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if laterwhich have not previously been forfeited shall lapse. To the extent that any Restricted Shares are vested solely as Upon a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal Change in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" Control (as defined in the Plan). If the Company exercises its right of first refusal, the sale Forfeiture Restrictions on all Restricted Shares which have not previously been forfeited shall lapse. Notwithstanding the foregoing, if this grant of Restricted Stock is intended to constitute “qualified performance-based compensation” (as defined in Treasury Regulations Section 1.162-27(e)), upon an involuntary termination of Employee’s employment by the Employer due to a reorganization or reduction in force for which Employee would be consummated within five (5) days eligible for pay under the Xxxxxx Xxxxxx, Inc. Severance Plan or under another express written grant of separation pay by the date Employer, the Company elects following rules shall apply with respect to exercise its right.Restricted Shares which have not previously been forfeited:

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall not begin to lapse until _____________ of the Effective Date and shall lapse as to the Restricted Shares in accordance with the following schedule schedule, provided that the Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the Effective Date through the date of this Agreement through incremental vesting: Anniversary of the Lapse of Cumulative Effective Date Forfeiture Restriction Unrestricted Stock ------------------ ---------------------- ------------------- Notwithstanding the foregoing vesting schedule, the Forfeiture Restrictions shall lapse date. Date Percentage as to a portion of Total Number of the Restricted Shares as in the event of the Employee's termination of employment on account of death, Disability or retirement pursuant to Which the Company's then-current retirement policy, if any. In such event, the Forfeiture Restrictions shall lapse with respect to a pro rata part of the Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding Shares based on the foregoingratio between the number of full months of employment completed at the time of termination of employment from the grant of the Restricted Shares to the total number of months of employment required for such Restricted Shares to be fully nonforfeitable and free from the Forfeiture Restrictions. Also, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Change of Control (as such term is defined in the Plan), or (ii) the date Employee's employment with the Company, its Subsidiaries and Affiliates is terminated for any reason other than a termination by the Employee's employer for "Cause" or a voluntary termination by the Employee. In the event Employee's employment is terminated by the Company other than for any reason, the Compensation Committee "cause" as defined in subsection 7.2(d) of the Board Plan. Notwithstanding the foregoing provisions of this Agreement, if the Forfeiture Restrictions would lapse because of a Corporate Transaction upon a determination of the Committee in accordance with Article V of the Plan, such Forfeiture Restrictions shall lapse only if the income that would be recognized by the Employee upon such lapse, including any "parachute payments" (within the "Committee"meaning of section 280G of the Code), maycontinues to be deductible by the Company, in taking into account only the Committee's sole discretion, approve income resulting from the lapse of the Forfeiture Restrictions under this Agreement, as to it may be modified by the Committee and excluding income from any or all Restricted Shares still subject to such restrictions, such lapse to other source that may be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely treated as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its rightparachute payment".

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule schedule, provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. : Lapse Date Percentage of Total Number of Of Restricted Shares as to Which Forfeiture Restricted Restrictions Lapse May 15, 2004 16 331¤3 % May 15, 2005 18 662¤3 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 100 % Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions on the earlier of (i) the occurrence date of a Corporate Change of Control (as hereinafter defined) provided that Employee has been continuously employed by the Company from the date of this Agreement to the date of such term is defined in the Plan), Corporate Change or (ii) the date Employee's ’s employment with the Company, its Subsidiaries and Affiliates Company is terminated for any by reason other than a termination by of death or disability (within the Employee's employer for "Cause" or a voluntary termination by meaning of section 22(e)(3) of the EmployeeCode). In For purposes of the event Employee's employment is terminated for any reasonpreceding sentence, the Compensation Committee of term “Corporate Change” shall have the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions same meaning as to any or all Restricted Shares still subject is assigned to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined term in the Plan). If ; provided, however, that the term “Corporate Change” shall not include any reorganization, merger, consolidation, or similar transaction or series of transactions pursuant to which the record holders of the outstanding shares of the Company’s stock immediately prior to such transaction or series of transactions continue to hold immediately following such transaction or series of transactions 50% or more of the outstanding voting securities (based upon voting power) of (a) any entity which owns (directly or indirectly) the stock of the Company, (b) any entity with which the Company exercises its right of first refusalhas merged, or (c) any entity that owns an entity with which the sale Company has merged. In addition, in no event shall be consummated within five (5) days a recapitalization of the date Company, a reclassification of the Company elects to exercise its rightCompany’s capital stock, or other change in the Company’s capital structure (a “recapitalization”) constitute a Corporate Change, and the Forfeiture Restrictions shall not lapse upon the occurrence of any such recapitalization.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to Provided that the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date Date of this Agreement Grant through the applicable lapse date. Date Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding dates set forth in the foregoingfollowing schedule, the Forfeiture Restrictions shall lapse as with respect to all a percentage of the Restricted Shares determined in accordance with the following schedule: the Forfeiture Restrictions shall lapse over a period of ten (10) years from the Date of Grant at a rate of 20% per year commencing on the earlier sixth (6th) anniversary of the Date of Grant and continuing annually thereafter until the tenth (10th) anniversary of the Date of Grant. Notwithstanding the foregoing, (i) subject to Section 3.4 (relating to a release agreement) of the occurrence Severance Plan, if the Employee’s employment with the Company is terminated by the Company without Cause, and not by reason of death or Disability, then the Forfeiture Restrictions shall lapse with respect to a pro-rated number of then unvested Restricted Shares based upon the number of days that the Employee was employed by the Company during the period commencing the Date of Grant through the date of termination divided by 3,653 (the number of days between the Date of Grant and the tenth (10th) anniversary of the Date of Grant), (ii) if the Employee’s employment with the Company is terminated by reason of death or Disability, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as of the date of such termination, and (iii) subject to the provisions of Section 3.4 (relating to a release agreement) and Section 3.5 (relating to parachute payments) of the Severance Plan, if the Employee’s employment with the Company shall be subject to an Qualifiying Termination within the two-year period beginning on the date upon which a Change of Control (occurs, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as such term is defined in the Plan), or (ii) of the date of such Qualifying Termination. Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 3(b) shall be forfeited to the Company for no consideration as of the date of the termination of the Employee's ’s employment with the Company, its Subsidiaries and Affiliates is terminated for any reason other than a termination by the Employee's employer for "Cause" or a voluntary termination by the Employee. In the event Employee's employment is terminated for any reason, the Compensation Committee of the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. Date Percentage of On January 1, 2000 the Forfeiture Restrictions shall lapse as to 15,625 Restricted Shares without regard to any performance criteria. Thereafter, Forfeiture Restrictions shall lapse according to the following schedule provided that annual performance targets are achieved: Total Number of Restricted Shares as to Which Year Forfeiture Restrictions Lapse ---- ----------------------------- 2000 29,924 2001 44,901 2002 44,901 2003 74,836 2004 89,803 For the purpose of the foregoing, annual performance targets will be achieved only upon the Company's achievement of at least an annual 10% year over year growth in Funds from Operations (FFO) or an annual 15% total shareholder return. Annual growth in FFO and annual shareholder return shall be cumulative over the Restricted Lapse May 15Period such that performance goals will be considered achieved for any year during the Restricted Period if the annual growth in FFO or annual shareholder return in such year meets the annual targets after taking into account the annual growth in FFO or annual shareholder return in any prior or subsequent year during the Restricted Period. An example of the manner in which the foregoing performance standards are intended to operate is attached hereto as Exhibit A. To the extent annual performance targets are not achieved by the end of the Restricted Period, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % the Employee shall forfeit to the Company the Restricted Shares for which the Forfeiture Restrictions have not lapsed by that date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Change of Control (as such term is defined in the Plan), or (ii) the date Employee's employment with the Company, its Subsidiaries and Affiliates is terminated for any reason other than a termination by the Employee's employer for "Cause" or a voluntary termination by the Employee. In the event Employee's employment is terminated for any reason, the Compensation Committee of the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.

Lapse of Forfeiture Restrictions. The Except as may be otherwise provided in this Agreement, the Plan, or any employment agreement or change in control agreement Employee may have with the Company (as such agreement(s) may be amended from time to time), subject to Employee’s continuous employment with the Company from the Grant Date through each lapse date, the Forfeiture Restrictions shall lapse as to the Restricted Shares Stock in accordance with the following schedule provided that set forth in the Notice of Award on the cover page of this Agreement. If at any time the number of shares as to which the Forfeiture Restrictions are scheduled to lapse includes a fractional share, the number of shares of Restricted Stock as to which the Forfeiture Restrictions shall actually lapse shall be rounded down to the next whole share of Restricted Stock. In the event of the Employee’s Retirement (as defined in Section 4(a)(v) of the Employment Agreement dated October 26, 2020, between Employee has been continuously employed and the Company (as amended from time to time, the “Employment Agreement”)), death, presumed death, the Employee becoming Totally Disabled (as defined in Section 3(f)(i) of the Employment Agreement), termination of the Employee’s employment by the Company without Cause (as defined in Section 4(a)(ii) of the Employment Agreement) (which includes a non-renewal by the Company of the Employment Agreement for each Additional Term, as defined in Section 2 of the Employment Agreement) or termination by the Employee for Good Reason (as defined in Section 4(a)(iv) of the Employment Agreement), or in the event of a Subsidiary or Affiliate from Change of Control following which the date employment of this Agreement through the lapse date. Date Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding Employee is terminated by the foregoingCompany, the Forfeiture Restrictions shall lapse as to all of the shares of Restricted Shares Stock that, as of the date of termination, death, presumed death, or becoming Totally Disabled, as applicable, remain subject to Forfeiture Restrictions. If, prior to the lapse of the Forfeiture Restrictions, the Company terminates Employee’s employment for Cause, the Employee shall, for no consideration, forfeit to the Company the shares of Restricted Stock that, at that time, remain subject to Forfeiture Restrictions. However, if the Employee’s employment is terminated by the Company other than for Cause, and conditioned on the earlier Employee signing an agreement in a form satisfactory to the Company releasing claims against the Company and its employees, agents and Affiliates, the Forfeiture Restrictions shall lapse as to all of the shares of Restricted Stock that, at that time (i) the occurrence end of a Change of Control (as such term is defined in the Planemployment), or (ii) remain subject to Forfeiture Restrictions; if the date Employee's employment with employee does not sign the agreement within the period of time specified by the Company, its Subsidiaries and Affiliates is terminated the Employee shall, for any reason other than a termination by no consideration, forfeit to the Employee's employer for "Cause" or a voluntary termination by Company the Employee. In the event Employee's employment is terminated for any reasonshares of Restricted Stock that, the Compensation Committee of the Board (the "Committee")at that time, may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still remain subject to such restrictionsForfeiture Restrictions. Upon forfeiture of shares of Restricted Stock, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable have no further rights with respect to such shares within the thirty (30) day period following the date the Employee gives notice shares, including but not limited to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusalvoting, the sale shall be consummated within five (5) days of the date the Company elects to exercise its rightdividend, and liquidation rights.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with with, and to the following schedule extent provided that Employee has been continuously employed by in, Exhibit A. Notwithstanding the Company or a Subsidiary or Affiliate from the date other provisions of this Agreement through the lapse date. Date Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding the foregoingAgreement, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of occurrence, prior to the Vesting Date (i) the occurrence as defined in Exhibit A), of a Change of in Control (as such term is defined in the PlanSection 8 below), or (ii) the date Employee's employment with the Company, its Subsidiaries and Affiliates is terminated for any reason other than a termination by the Employee's employer for "Cause" or a voluntary termination by the Employee. In the event Employee's employment Employee is terminated for any reason, the Compensation Committee of the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" Cause (as defined in Section 8 below) prior to the Plan)lapsing of the Forfeiture Restrictions, the Restricted Shares shall be immediately forfeited. If Upon the lapse of the Forfeiture Restrictions without forfeiture, and following payment of the applicable withholding taxes pursuant to Section 3 hereof, the Company exercises its right shall cause the restrictions and/or legend described above to be removed from the shares upon which Forfeiture Restrictions lapsed (less any shares withheld to pay taxes), and shall cause to be delivered such shares to Employee, by book-entry registration. Notwithstanding any other provisions of first refusalthis Agreement, the sale delivery of any shares of Common Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements under any law. The Company shall not be obligated to deliver any shares of Common Stock if the delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange. In addition, the grant of the Restricted Shares and the delivery of any shares of Common Stock following the lapse of the Forfeiture Restrictions pursuant to this Agreement are subject to the Company’s Recoupment Policy adopted November 11, 2015. Employee shall not be entitled to vote the Restricted Shares prior to vesting. Subject to the following sentence, the Company shall accrue, for the benefit of Employee, all dividends paid on shares of Common Stock with respect to the shares of Restricted Stock, which accrued amount will be paid to Employee on the date that Forfeiture Restrictions lapse with respect to the shares of Common Stock, if any, that vest pursuant to this Agreement. All dividends accumulated with respect to forfeited Restricted Shares shall be consummated within five (5) days of the date the Company elects to exercise its rightirrevocably forfeited.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as and cease to the Restricted Shares in accordance with apply to Phantom Stock Units according to the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. Date : Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Units Vesting Vesting Date Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on Phantom Stock Units then subject to the earlier of Forfeiture Restrictions, and the Vesting Date for such Phantom Stock Units shall be: (i) the occurrence date of a Corporate Change provided that the Employee has been continuously employed by the Company from the date of Control (as this Agreement to the date of such term is defined in the Plan), Corporate Change or (ii) the date the Employee's employment with the Company, its Subsidiaries and Affiliates Company is terminated for by reason of death, Disability, or Involuntary Termination. Phantom Stock Units shall vest and the Forfeiture Restrictions shall lapse with respect to 100% of the Phantom Stock Units on the Vesting Date. As soon as reasonably practicable after the Vesting Date (but in no event later than March 15 of the calendar year following the calendar year in which the Vesting Date occurs), the Company will transfer Shares to the Employee and/or make payment of the value of the Shares in cash, or any reason other than a termination combination thereof, as determined by the Committee, subject to (a) the Employee's employer for "Cause" satisfaction of applicable taxes and other required source deductions (as described in Section 2(d) below) and (b) the condition that if at any time the Board or the Committee shall determine in its discretion that the listing, registration, or qualification of the Shares is required under any federal, provincial or state law or under any securities exchange, or consent or approval of any governmental regulatory body is necessary or desirable as a voluntary termination condition of, or in connection with, the issuance of the Shares, then this grant of Phantom Stock Units will not vest or be settled through the issuance or delivery of Shares, as determined by the Employee. In the event Employee's employment is terminated for any reason, the Compensation Committee of the Board (the "Committee"), may, in whole or in part unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee's . Any certificates shall include such legends as the Committee, in its sole discretion, approve may determine to be necessary or advisable in order to comply with applicable federal, provincial or state securities laws. Where Phantom Stock Units are settled through the delivery of Shares in whole or in part, the Company, in its sole discretion, may elect to deliver the certificate either in certificate form or in electronic, book-entry form to a brokerage account established for the Employee's benefit at a brokerage/financial institution selected by the Company. The Employee agrees to complete and sign any documents and take additional action that the Company may request to enable it to deliver the Shares on the Employee's behalf. If the employment of the Employee with the Company terminates prior to the lapse of the Forfeiture Restrictions, and there exists a dispute between the Employee and the Company or the Committee as to the satisfaction of the conditions to the lapse of the Forfeiture Restrictions as to any or the terms and conditions of the grant, the Phantom Stock Units and all Restricted Shares still rights, property and interests associated therewith shall remain subject to such restrictions, such lapse to be effective on the date Forfeiture Restrictions until the resolution of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its rightdispute.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse Except as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. Date Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding the foregoingbelow, the Forfeiture Restrictions shall lapse as and cease to all of apply to the Restricted Shares on [—], 20[—]. Notwithstanding the earlier of (i) foregoing, upon the occurrence of a Change of Control (as such term is defined in the Plan), or (ii) the date Employee's employment with Forfeiture Restrictions shall lapse and cease to apply to all Restricted Shares. If the Company, its Subsidiaries and Affiliates Director’s service as a director of the Company is terminated for any reason other than a termination by because of death or disability, to the Employee's employer for "Cause" or a voluntary termination by extent the Employee. In the event Employee's employment is terminated for any reason, the Compensation Committee of the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Restricted Shares are subject to Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination datetermination, if latersuch Forfeiture Restrictions shall lapse. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant with respect to the foregoing, such shares which Forfeiture Restrictions have lapsed shall cease to be subject to any Forfeiture Restrictions, and the Company, pending payment of corresponding taxes, shall provide the Director a right certificate (without the legend referenced in Section 2(c)) below representing the shares as to which the Forfeiture Restrictions have lapsed. If the service of first refusal in favor Director as a director of the Company with respect shall terminate prior to all (but not less than all) the lapse of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify Forfeiture Restrictions, and there exists a dispute between Director and the Company prior to any such transfer (and in or the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" Committee (as defined in the Plan). If ) as to the Company exercises its right satisfaction of first refusalthe conditions to the lapse of the Forfeiture Restrictions or the terms and conditions of the grant, the sale Restricted Shares shall remain subject to the Forfeiture Restrictions until the resolution of such dispute, except that any dividends that may be consummated within five (5) days payable to the holders of record of Stock as of a date during the date period from termination of Director’s service as a director to the Company elects to exercise its right.resolution of such dispute shall:

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule schedule, provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. : Lapse Date Percentage of Total Number of Of Restricted Shares as to Which Forfeiture Restricted Restrictions Lapse May 15, 2004 16 1st Anniversary of Date of Grant 331/3 % May 15, 2005 18 2nd Anniversary of Date of Grant 662/3 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 3rd Anniversary of Date of Grant 100 % Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions on the earlier of (i) the occurrence date of a Corporate Change of Control (as hereinafter defined) provided that Employee has been continuously employed by the Company from the date of this Agreement to the date of such term is defined in the Plan), Corporate Change or (ii) the date Employee's ’s employment with the Company, its Subsidiaries and Affiliates Company is terminated for any by reason other than a termination by of death or disability (within the Employee's employer for "Cause" or a voluntary termination by meaning of section 22(e)(3) of the EmployeeCode). In For purposes of the event Employee's employment is terminated for any reasonpreceding sentence, the Compensation Committee of term “Corporate Change” shall have the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions same meaning as to any or all Restricted Shares still subject is assigned to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined term in the Plan). If ; provided, however, that the term “Corporate Change” shall not include any reorganization, merger, consolidation, or similar transaction or series of transactions pursuant to which the record holders of the outstanding shares of the Company’s stock immediately prior to such transaction or series of transactions continue to hold immediately following such transaction or series of transactions 50% or more of the outstanding voting securities (based upon voting power) of (a) any entity which owns (directly or indirectly) the stock of the Company, (b) any entity with which the Company exercises its right of first refusalhas merged, or (c) any entity that owns an entity with which the sale Company has merged. In addition, in no event shall be consummated within five (5) days a recapitalization of the date Company, a reclassification of the Company elects to exercise its rightCompany’s capital stock, or other change in the Company’s capital structure (a “recapitalization”) constitute a Corporate Change, and the Forfeiture Restrictions shall not lapse upon the occurrence of any such recapitalization.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. Date On January 1, 2000 the Forfeiture Restrictions shall lapse as to 5% of the Restricted Shares without regard to any performance criteria. Thereafter, Forfeiture Restrictions shall lapse according to the following schedule provided that annual performance targets are achieved: Percentage of Total Number of Restricted Shares as to Which Year Forfeiture Restrictions Lapse ---- ----------------------------- 2000 10% 2001 15% 2002 15% 2003 25% 2004 30% For the purpose of the foregoing, annual performance targets will be achieved only upon the Company's achievement of at least an annual 10% year over year growth in Funds from Operations (FFO) or an annual 15% total shareholder return. Annual growth in FFO and annual shareholder return shall be cumulative over the Restricted Lapse May 15Period such that performance goals will be considered achieved for any year during the Restricted Period if the annual growth in FFO or annual shareholder return in such year meets the annual targets after taking into account the annual growth in FFO or annual shareholder return in any prior or subsequent year during the Restricted Period. An example of the manner in which the foregoing performance standards are intended to operate is attached hereto as Exhibit A. To the extent annual performance targets are not achieved by the end of the Restricted Period, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % the Employee shall forfeit to the Company the Restricted Shares for which the Forfeiture Restrictions have not lapsed by that date. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Change of Control (as such term is defined in the Plan), or (ii) the date Employee's employment with the Company, its Subsidiaries and Affiliates is terminated for any reason other than a termination by the Employee's employer for "Cause" or a voluntary termination by the Employee. In the event Employee's employment is terminated for any reason, the Compensation Committee of the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.proposed

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to Provided that the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date Date of this Agreement Grant through the lapse date. Date Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding date set forth in the foregoingfollowing schedule, the Forfeiture Restrictions shall lapse as with respect to all a percentage of the Restricted Shares on determined in accordance with the earlier of following schedule: <vesting_schedule> Notwithstanding the foregoing, (i) subject to Section 3.4 (relating to a release agreement) of the occurrence Severance Plan, if the Employee’s employment with the Company is terminated by the Company without Cause, and not by reason of death or Disability, then the Forfeiture Restrictions shall lapse with respect to a pro-rated number of then unvested Restricted Shares based upon the number of days that the Employee was employed by the Company during the vesting period applicable to such unvested Restricted Shares divided by the total number of days in such vesting period, (ii) if the Employee’s employment with the Company is terminated by reason of death or Disability, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as of the date of such termination, and (iii) subject to the provisions of Section 3.4 (relating to a release agreement) and Section 3.5 (relating to parachute payments) of the Severance Plan, if the Employee’s employment with the Company shall be subject to an Qualifying Termination within the two-year period beginning on the date upon which a Change of Control (occurs, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as such term is defined in the Plan), or (ii) of the date of such Qualifying Termination. Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 3(b) shall be forfeited to the Company for no consideration as of the date of the termination of the Employee's ’s employment with the Company, its Subsidiaries and Affiliates is terminated for any reason other than a termination by the Employee's employer for "Cause" or a voluntary termination by the Employee. In the event Employee's employment is terminated for any reason, the Compensation Committee of the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule schedule, provided that Employee has been continuously employed by the Company (or a Subsidiary any wholly owned or Affiliate majority owned subsidiary of the Company) from the date of this Agreement through the lapse date. : Lapse Date or Dates Percentage of Total Number of Restricted Shares as to Which which Forfeiture Restricted Restrictions Lapse May 15on such Dates , 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 20 % May 15, 2008 24 20 % Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Change of in Control (as such term is defined in Section 10 of the Plan), or (ii) the date Employee's ’s employment with the Company, its Subsidiaries and Affiliates Company is terminated for any by reason other than a termination of death, disability (as determined by the Employee's employer for "Cause" Company or a voluntary termination by the Employeeemploying subsidiary) or normal retirement on or after age sixty-five. In the event Employee's ’s employment is terminated for any other reason, including retirement prior to age sixty-five with the Compensation Committee approval of the Board Company or the employing subsidiary, the Committee which administers the Plan (the "“Committee"), ”) may, in the Committee's ’s sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's ’s termination date, if later. To If the extent that Employee is not, and was not during any Restricted Shares are vested solely as a result portion of the Employee's termination ’s term of employment pursuant employment, obligated to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company file reports with respect to all (but not less than allthe Company’s equity securities pursuant to Section 16(a) of such shares the Securities Exchange Act of 1934, as amended, the Committee may delegate its authority to approve the lapse of forfeiture restrictions as set forth in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect preceding sentence to such shares within designee as the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined Committee deems appropriate in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its rightsole discretion.

Lapse of Forfeiture Restrictions. The Except as may be otherwise provided in this Agreement, the Plan, or any employment agreement or change in control agreement Employee may have with the Company (as such agreement(s) may be amended from time to time), subject to Employee’s continuous employment with the Company from the Award Date through each lapse date, the Forfeiture Restrictions shall lapse as to the Restricted Shares Stock in accordance with the following schedule provided that set forth in the Notice of Award on the cover page of this Agreement. If at any time the number of shares as to which the Forfeiture Restrictions are scheduled to lapse includes a fractional share, the number of shares of Stock as to which the Forfeiture Restrictions shall be actually lapse shall be rounded down to the next whole share of stock. In the event of the Employee’s Retirement (as defined in Section 4(a)(v) of the Employment Agreement dated October 26, 2020, between Employee has been continuously employed and the Company (as amended from time to time, the “Employment Agreement”)), death, presumed death, the Employee becoming Totally Disabled (as defined in Section 3(f)(i) of the Employment Agreement), termination of the Employee’s employment by the Company without Cause (as defined in Section 4(a)(ii) of the Employment Agreement) (which includes a non-renewal by the Company of the Employment Agreement for each Additional Term, as defined in Section 2 of the Employment Agreement) or termination by the Employee for Good Reason (as defined in Section 4(a)(iv) of the Employment Agreement), or in the event of a Subsidiary or Affiliate from Change in Control (as defined in Section 4(a)(iii) of the date Employment Agreement) following which the employment of this Agreement through the lapse date. Date Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding Employee is terminated by the foregoingCompany, the Forfeiture Restrictions shall lapse as to all of the shares of Restricted Shares Stock that, as of the date of termination, death, presumed death, or becoming Totally Disabled, as applicable, remain subject to Forfeiture Restrictions. If, prior to the lapse of the Forfeiture Restrictions, the Company terminates Employee’s employment for Cause, the Employee shall, for no consideration, forfeit to the Company the shares of Restricted Stock that, at that time, remain subject to Forfeiture Restrictions. However, if the Employee’s employment is terminated by the Company other than for Cause, and conditioned on the earlier Employee signing an agreement in a form satisfactory to the Company releasing claims against the Company and its employees, agents and Affiliates, the Forfeiture Restrictions shall lapse as to all of the shares of Restricted Stock that, at that time (i) the occurrence end of a Change of Control (as such term is defined in the Planemployment), or (ii) remain subject to Forfeiture Restrictions; if the date Employee's employment with employee does not sign the agreement within the period of time specified by the Company, its Subsidiaries and Affiliates is terminated the Employee shall, for any reason other than a termination by no consideration, forfeit to the Employee's employer for "Cause" or a voluntary termination by Company the Employee. In the event Employee's employment is terminated for any reasonshares of Restricted Stock that, the Compensation Committee of the Board (the "Committee")at that time, may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still remain subject to such restrictionsForfeiture Restrictions. Upon forfeiture of shares of Restricted Stock, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable have no further rights with respect to such shares within the thirty (30) day period following the date the Employee gives notice shares, including but not limited to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusalvoting, the sale shall be consummated within five (5) days of the date the Company elects to exercise its rightdividend and liquidation rights.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions identified in subparagraph 2(a) above shall lapse as to the Restricted Shares in accordance with the following schedule schedule, provided that the following conditions have been satisfied as of each lapse date: (i) Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. Date Percentage of Total Number of date applicable to the Restricted Shares (as set forth in the table below), and no notice of resignation shall have been given to Which the Corporation by Employee preceding or on the date of vesting; (ii) the Operating Income (as defined below) for the fiscal year completed in the February prior to the lapse date must be greater than the Operating Income in the prior fiscal year; and (iii) the Operating Income for the fiscal year completed in the February prior to the lapse date is equal to or greater than the Operating Income set forth in the budget for such fiscal year approved by the Board of Directors before or shortly after the beginning of such fiscal year (the “Budgeted Operating Income”). For purposes of this Agreement, Operating Income shall mean income before interest and taxes determined in accordance with generally accepted accounting principles but prior to accruing expense for any award hereunder and excluding the impact (whether positive or negative) thereon of any change in accounting standards or extraordinary item. In addition to the foregoing, the restrictions shall lapse for the following portion of the shares eligible to lapse at any lapse date if each of conditions (i) and (ii) above is satisfied, and regarding condition (iii), the Operating Income for the fiscal year ending in the February prior to the lapse date is at least 95% of the Budgeted Operating Income. At 95% of Budgeted Operating Income the restrictions shall lapse with respect to 50% of the eligible shares and restrictions shall lapse with respect to an additional ..10% of the eligible shares for each basis point over 95%, such that restrictions shall lapse with respect to 100% of the eligible shares at 100% of the Budgeted Operating Income. The schedule is as follows: Lapse Date Total Restricted Shares to which Forfeiture Restricted Lapse Restrictions Lapse* May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 1531, 2008 24 % 37,500 May 31, 2009 22,500 May 31, 2010 35,000 May 31, 2011 35,000 May 31, 2012 35,000 May 31, 2013 35,000 * In the event the Forfeiture Restrictions do not lapse on any lapse date, the Restricted Shares subject to the lapse of restriction on such dates will be forever forfeited. Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Corporate Change of Control (as such term is defined in the Plan), or (ii) the date Employee's ’s employment with the Company, its Subsidiaries and Affiliates Company is terminated for any by reason other than a termination by the Employee's employer for "Cause" of death or a voluntary termination by the Employeenormal retirement on or after age sixty-five. In the event Employee's ’s employment is terminated for any other reason, including retirement prior to age sixty-five with the Compensation Committee approval of the Board Company or employing subsidiary, the Committee which administers the Plan (the "“Committee")”) or its delegate, as appropriate, may, in the Committee's ’s or such delegate’s sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's ’s termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares Stock in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary any of its Subsidiaries or Affiliate by Halliburton Company or any of its subsidiaries from the date of this Agreement through the applicable lapse date. Lapse Date Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 Stock 1st Anniversary of Grant Date 20 % May 15, 2007 22 2nd Anniversary of Grant Date 40 % May 15, 2008 24 3rd Anniversary of Grant Date 60 % 4th Anniversary of Grant Date 80 % 5th Anniversary of Grant Date 100 % Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares Stock on the earlier of (i) the occurrence of a Corporate Change of Control (as such term is defined in the Plan), or (ii) the date Employee's ’s employment with the Company, its Subsidiaries and Affiliates Company is terminated for any by reason other than a termination by the Employee's employer for "Cause" of death, disability (as determined above) or a voluntary termination by the Employeenormal retirement on or after age sixty-five. In the event Employee's ’s employment is terminated for any other reason, including retirement prior to age sixty-five with the Compensation Committee approval of the Board Company or employing Subsidiary, the Committee which administers the Plan (the "“Committee")”) or its delegate, as appropriate, may, in the Committee's ’s or such delegate’s sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares Stock still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's ’s termination date, if later. To Notwithstanding anything in this Agreement to the extent contrary, if Employee becomes entitled to a payment pursuant to Section 3.3 of that certain Executive Employment Agreement with KBR Technical Services, Inc. dated as of March 15, 2006, as the same may be amended or any similar provision of any successor agreement thereto, then in conjunction with such payment the Company shall either (i) pay Employee a lump sum cash amount equal to the Fair Market Value of all shares of Restricted Shares are vested solely as a result of the Employee's Stock that Employee forfeits under this Agreement on his termination of employment that results in payment pursuant to said Section 3.3 or (ii) cause the foregoing, such shares shall be subject to a right of first refusal in favor of the Company Forfeiture Restrictions with respect to all (but not less than all) shares of Restricted Stock hereunder to lapse on such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify termination of employment, whichever the Company prior to any such transfer (and chooses in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its rightsole discretion.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. Date : Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 Date Restrictions Lapse ---------- ---------------------------- First Anniversary of the date of this Agreement 10% May 15, 2005 18 Second Anniversary of the date of this Agreement 10% May 15, 2006 20 Third Anniversary of the date of this Agreement 10% May 15, 2007 22 Fourth Anniversary of the date of this Agreement 10% May 15, 2008 24 Fifth Anniversary of the date of this Agreement 10% Sixth Anniversary of the date of this Agreement 10% Seventh Anniversary of the date of this Agreement 10% Eighth Anniversary of the date of this Agreement 10% Ninth Anniversary of the date of this Agreement 10% Tenth Anniversary of the date of this Agreement 10% Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Corporate Change of Control (as such term is defined in the Plan), or (ii) the date Employee's employment with the Company, its Subsidiaries and Affiliates Company is terminated for any by reason other than a termination of death, disability (as determined by the Employee's employer for "Cause" Company or a voluntary termination employing subsidiary) or normal retirement on or after age sixty-five or (iii) the date on which Employee shall become entitled to the severance benefits set forth in Section 3.3 of that certain Executive Employment Agreement by and between Employee and the EmployeeCompany. In the event Employee's employment is terminated for any other reason, including retirement prior to age sixty-five with the Compensation Committee approval of the Board Company or employing subsidiary, the Committee which administers the Plan (the "Committee")) or its delegate, as appropriate, may, in the Committee's or such delegate's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.

Lapse of Forfeiture Restrictions. The Performance-Based Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with, and to the extent provided in, Exhibit A. The Time-Based Forfeiture Restrictions shall lapse as to the Vested Restricted Shares in accordance with the following schedule and subject to the provisions of Exhibit A, provided that Employee has been continuously employed by the Company (or a Subsidiary or Affiliate any subsidiary of the Company) from the date of this Agreement through the lapse date. Date : Percentage of Total Number of Vested Restricted Shares as to Which which Time-Based Forfeiture Restricted Restrictions Lapse May 15, 2004 16 Dates Lapse on such Dates Performance Vesting Date (as defined in Exhibit A) [50%] [75%] [100%] [VERSION A] [Date] [50%] [25%] [VERSION A (if < 100% May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % vests after year 1] [Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares or the Vested Restricted Shares, as applicable, on the earlier of (i) the occurrence of a Change of in Control (as such term is defined in Section 10 of the Plan), . The Time-Based Forfeiture Restrictions shall lapse as to any or (ii) all Vested Restricted Shares still subject to such restrictions on the date Employee's ’s employment with the Company, its Subsidiaries and Affiliates Company is terminated for any by reason other than a termination by the Employee's employer for "Cause" of death or a voluntary termination by the Employeedisability, as defined above. In the event Employee's ’s employment is terminated for any reasonother reason after the Performance-Based Forfeiture Restrictions have lapsed, the Company’s Compensation Committee of the Board (the "“Committee"), ”) may, in the Committee's ’s sole discretion, approve the lapse of Time-Based Forfeiture Restrictions as to any or all Vested Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's ’s termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to .] [VERSION B (if 100% vests after year 1] [Notwithstanding the foregoing, such shares the Forfeiture Restrictions shall be subject lapse as to a right of first refusal in favor all of the Company with respect to all (but not less than all) Restricted Shares on the occurrence of such shares a Change in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" Control (as such term is defined in Section 10 of the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.]

Lapse of Forfeiture Restrictions. The Performance-Based Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with, and to the extent provided in, Exhibit A. The Time-Based Forfeiture Restrictions shall lapse as to the Issued Restricted Shares (as defined in Exhibit A) in accordance with the following schedule schedule, provided that Employee has been continuously employed by the Company (or a Subsidiary any wholly owned or Affiliate majority owned subsidiary of the Company) from the date of this Agreement through the lapse date. Date Percentage : Lapse Dates Fraction of Total Number of Issued Restricted Shares as to Which which Time-Based Forfeiture Restrictions Lapse on such Dates Date the number of Issued Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Shares is first determined in accordance with Exhibit A 1/3 Second anniversary of the Effective Date 1/3 Third anniversary of the Effective Date 1/3 Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares or the Issued Restricted Shares (once determined) on the earlier of (i) the occurrence of a Change of in Control (as such term is defined in Section 10 of the Plan), or (ii) the date Employee's ’s employment with the Company, its Subsidiaries and Affiliates Company is terminated for any by reason other than a termination of death, disability (as determined by the Employee's employer for "Cause" Company or a voluntary termination by the Employeeemploying subsidiary) or normal retirement on or after age sixty-five. In the event Employee's ’s employment is terminated for any other reason, including retirement prior to age sixty-five with the Compensation Committee approval of the Board Company or employing subsidiary, the Committee which administers the Plan (the "“Committee"), ”) may, in the Committee's ’s sole discretion, approve the lapse of Time-Based Forfeiture Restrictions as to any or all Issued Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's ’s termination date, if later. To If the extent that Employee is not, and was not during any Restricted Shares are vested solely as a result portion of the Employee's termination ’s term of employment pursuant employment, obligated to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company file reports with respect to all (but not less than allthe Company’s equity securities pursuant to Section 16(a) of such shares the Securities Exchange Act of 1934, as amended, the Committee may delegate its authority to approve the lapse of Time-Based Forfeiture Restrictions as set forth in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect preceding sentence to such shares within designee as the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined Committee deems appropriate in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its rightsole discretion.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to Provided that the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date Date of this Agreement Grant through the lapse date. Date Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding date set forth in the foregoingfollowing schedule, the Forfeiture Restrictions shall lapse as with respect to all a percentage of the Restricted Shares on determined in accordance with the earlier of following schedule: <vesting_schedule> Notwithstanding the foregoing, (i) subject to Section 3.4 (relating to a release agreement) of the occurrence Severance Plan, if the Employee’s employment with the Company is terminated by the Company without Cause, and not by reason of death or Disability, then the Forfeiture Restrictions shall lapse with respect to a pro-rated number of then unvested Restricted Shares based upon the number of days that the Employee was employed by the Company during the vesting period applicable to such unvested Restricted Shares divided by the total number of days in such vesting period, (ii) if the Employee’s employment with the Company is terminated by reason of death or Disability, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as of the date of such termination, and (iii) subject to the provisions of Section 3.4 (relating to a release agreement) and Section 3.5 (relating to parachute payments) of the Severance Plan, if the Employee’s employment with the Company shall be subject to an Qualifiying Termination within the two-year period beginning on the date upon which a Change of Control (occurs, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as such term is defined in the Plan), or (ii) of the date of such Qualifying Termination. Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 3(b) shall be forfeited to the Company for no consideration as of the date of the termination of the Employee's ’s employment with the Company, its Subsidiaries and Affiliates is terminated for any reason other than a termination by the Employee's employer for "Cause" or a voluntary termination by the Employee. In the event Employee's employment is terminated for any reason, the Compensation Committee of the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.

Lapse of Forfeiture Restrictions. The Except as may be otherwise provided in this Agreement or the Plan, subject to Employee’s continuous employment with the Company from the Grant Date through each lapse date, the Forfeiture Restrictions shall lapse as to the Restricted Shares Stock in accordance with the following schedule provided set forth in the Notice of Award on the cover page of this Agreement. If at any time the number of shares as to which the Forfeiture Restrictions are scheduled to lapse includes a fractional share, the number of shares of Restricted Stock as to which the Forfeiture Restrictions shall actually lapse shall be rounded down to the next whole share of Restricted Stock. If, prior to the lapse of the Forfeiture Restrictions, the Employee resigns, Employee’s employment terminates on account of death, Disability or retirement, or the Company terminates Employee’s employment for Cause, the Employee shall, for no consideration, forfeit to the Company the shares of Restricted Stock that, at that Employee has been continuously employed time, remain subject to Forfeiture Restrictions. However, if the Employee’s employment is terminated by the Company or other than for Cause, and conditioned on the Employee signing an agreement in a Subsidiary or Affiliate from form satisfactory to the date of this Agreement through Company releasing claims against the lapse date. Date Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15Company and its employees, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding the foregoingagents and Affiliates, the Forfeiture Restrictions shall lapse as to all of the shares of Restricted Shares on Stock that, at that time (the earlier end of (i) the occurrence of a Change of Control (as such term is defined in the Planemployment), or (ii) remain subject to Forfeiture Restrictions; if the date Employee's employment with employee does not sign the agreement within the period of time specified by the Company, its Subsidiaries and Affiliates is terminated the Employee shall, for any reason other than a termination by no consideration, forfeit to the Employee's employer for "Cause" or a voluntary termination by Company the Employee. In the event Employee's employment is terminated for any reasonshares of Restricted Stock that, the Compensation Committee of the Board (the "Committee")at that time, may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still remain subject to such restrictionsForfeiture Restrictions. Upon forfeiture of shares of Restricted Stock, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable have no further rights with respect to such shares within the thirty (30) day period following the date the Employee gives notice shares, including but not limited to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusalvoting, the sale shall be consummated within five (5) days of the date the Company elects to exercise its rightdividend, and liquidation rights.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse Except as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. Date Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding the foregoingbelow, the Forfeiture Restrictions shall lapse as and cease to all of apply to the Restricted Shares on the earlier of (i) date set forth below: Notwithstanding the foregoing, upon the occurrence of a Change of Control (as such term is defined in the Plan), or (ii) the date Forfeiture Restrictions shall lapse and cease to apply to all Restricted Shares. If the Employee's ’s employment with the Company, its Subsidiaries and Affiliates Company is terminated for any reason other than a termination by because of death or disability, to the Employee's employer for "Cause" or a voluntary termination by extent the Employee. In the event Employee's employment is terminated for any reason, the Compensation Committee of the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Restricted Shares are subject to Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination datetermination, if latersuch Forfeiture Restrictions shall lapse. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant with respect to the foregoing, such shares which Forfeiture Restrictions have lapsed shall cease to be subject to any Forfeiture Restrictions, and the Company, pending payment of corresponding taxes, shall provide the Employee a right of first refusal certificate (without the legend referenced in favor Section 2(c)) below representing the shares as to which the Forfeiture Restrictions have lapsed. If the Employee’s employment with the Company shall terminate prior to the lapse of the Company with respect to all (but not less than all) of such shares in the event the Forfeiture Restrictions, and there exists a dispute between Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify and the Company prior to any such transfer (and in or the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" Committee (as defined in the Plan). If ) as to the Company exercises its right satisfaction of first refusalthe conditions to the lapse of the Forfeiture Restrictions or the terms and conditions of the grant, the sale Restricted Shares shall remain subject to the Forfeiture Restrictions until the resolution of such dispute, except that any dividends that may be consummated within five (5) days payable to the holders of record of Stock as of a date during the date period from termination of employment to the Company elects to exercise its right.resolution of such dispute shall:

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to Provided that the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date Date of this Agreement Grant through the lapse date. Date date set forth in the following schedule, the Forfeiture Restrictions shall lapse with respect to a percentage of the Restricted Shares determined in accordance with the following schedule: Percentage of Total Number of Restricted Shares as to Which Lapse Date Forfeiture Restricted Restrictions Lapse May 15___________, 2004 16 2012 25 % May 15___________, 2005 18 2013 25 % May 15___________, 2006 20 2014 25 % May 15___________, 2007 22 % May 15, 2008 24 2015 25 % Notwithstanding the foregoing, (i) if the Employee’s employment with the Company is terminated by reason of death or Disability, then the Forfeiture Restrictions shall lapse as with respect to all 100% of the Restricted Shares effective as of the date of such termination, and (ii) subject to the provisions of Section 5.5 (relating to parachute payments) and Section 5.6 (relating to a release agreement) of the Employment Agreement, if the Employee’s employment with the Company shall be subject to an Involuntary Termination within the two-year period beginning on the earlier of (i) the occurrence of date upon which a Change of Control (occurs, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Shares effective as such term is defined in the Plan), or (ii) of the date of such Involuntary Termination. Any shares with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 3(b) shall be forfeited to the Company for no consideration as of the date of the termination of the Employee's ’s employment with the Company, its Subsidiaries and Affiliates is terminated for any reason other than a termination by the Employee's employer for "Cause" or a voluntary termination by the Employee. In the event Employee's employment is terminated for any reason, the Compensation Committee of the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.

Lapse of Forfeiture Restrictions. The Except as may be otherwise provided in this Agreement, the Plan, or any employment agreement or change in control agreement Employee may have with the Company (as such agreement(s) may be amended from time to time), subject to Employee’s continuous employment with the Company from the Award Date through each lapse date, the Forfeiture Restrictions shall lapse as to the Restricted Shares Stock in accordance with the following schedule provided that Employee has been continuously employed by set forth in the Company or a Subsidiary or Affiliate from Notice of Award on the date cover page of this Agreement through Agreement. If at any time the number of shares as to which the Forfeiture Restrictions are scheduled to lapse includes a fractional share, the number of shares of Stock as to which the Forfeiture Restrictions shall be actually lapse shall be rounded down to the next whole share of stock. If, prior to the lapse date. Date Percentage of Total Number the Forfeiture Restrictions, Employee’s employment terminates on account of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding the foregoingdeath or Disability, the Forfeiture Restrictions shall lapse as to all of the shares of Restricted Shares Stock that, at that time (the end of employment for death or Disability), remain subject to Forfeiture Restrictions. If, prior to the lapse of the Forfeiture Restrictions, the Employee resigns, Employee’s employment terminates on account of retirement, or the Company terminates Employee’s employment for Cause, the Employee shall, for no consideration, forfeit to the Company the shares of Restricted Stock that, at that time, remain subject to Forfeiture Restrictions. However, if the Employee’s employment is terminated by the Company other than for Cause, and conditioned on the earlier Employee signing an agreement in a form satisfactory to the Company releasing claims against the Company and its employees, agents and Affiliates, the Forfeiture Restrictions shall lapse as to all of the shares of Restricted Stock that, at that time (i) the occurrence end of a Change of Control (as such term is defined in the Planemployment), or (ii) remain subject to Forfeiture Restrictions; if the date Employee's employment with employee does not sign the agreement within the period of time specified by the Company, its Subsidiaries and Affiliates is terminated the Employee shall, for any reason other than a termination by no consideration, forfeit to the Employee's employer for "Cause" or a voluntary termination by Company the Employee. In the event Employee's employment is terminated for any reasonshares of Restricted Stock that, the Compensation Committee of the Board (the "Committee")at that time, may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still remain subject to such restrictionsForfeiture Restrictions. Upon forfeiture of shares of Restricted Stock, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable have no further rights with respect to such shares within the thirty (30) day period following the date the Employee gives notice shares, including but not limited to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusalvoting, the sale shall be consummated within five (5) days of the date the Company elects to exercise its rightdividend and liquidation rights.

Lapse of Forfeiture Restrictions. The Except as may be otherwise provided in this Agreement, the Plan, or any employment agreement or change in control agreement Employee may have with the Company (as such agreement(s) may be amended from time to time), subject to Employee’s continuous employment with the Company from the Grant Date through each lapse date, the Forfeiture Restrictions shall lapse as to the Restricted Shares Stock in accordance with the following schedule provided that Employee has been continuously employed by set forth in the Company or a Subsidiary or Affiliate from Notice of Award on the date cover page of this Agreement through Agreement. If at any time the number of shares as to which the Forfeiture Restrictions are scheduled to lapse includes a fractional share, the number of shares of Restricted Stock as to which the Forfeiture Restrictions shall actually lapse shall be rounded down to the next whole share of Restricted Stock. If, prior to the lapse date. Date Percentage of Total Number the Forfeiture Restrictions, Employee’s employment terminates on account of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding the foregoingdeath or Disability, the Forfeiture Restrictions shall lapse as to all of the shares of Restricted Shares Stock that, at that time (the end of employment for death or Disability), remain subject to Forfeiture Restrictions. If, prior to the lapse of the Forfeiture Restrictions, the Employee resigns, Employee’s employment terminates on account of retirement, or the Company terminates Employee’s employment for Cause, the Employee shall, for no consideration, forfeit to the Company the shares of Restricted Stock that, at that time, remain subject to Forfeiture Restrictions. However, if the Employee’s employment is terminated by the Company other than for Cause, and conditioned on the earlier Employee signing an agreement in a form satisfactory to the Company releasing claims against the Company and its employees, agents and Affiliates, the Forfeiture Restrictions shall lapse as to all of the shares of Restricted Stock that, at that time (i) the occurrence end of a Change of Control (as such term is defined in the Planemployment), or (ii) remain subject to Forfeiture Restrictions; if the date Employee's employment with employee does not sign the agreement within the period of time specified by the Company, its Subsidiaries and Affiliates is terminated the Employee shall, for any reason other than a termination by no consideration, forfeit to the Employee's employer for "Cause" or a voluntary termination by Company the Employee. In the event Employee's employment is terminated for any reasonshares of Restricted Stock that, the Compensation Committee of the Board (the "Committee")at that time, may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still remain subject to such restrictionsForfeiture Restrictions. Upon forfeiture of shares of Restricted Stock, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable have no further rights with respect to such shares within the thirty (30) day period following the date the Employee gives notice shares, including but not limited to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusalvoting, the sale shall be consummated within five (5) days of the date the Company elects to exercise its rightdividend and liquidation rights.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule schedule, provided that Employee Director has been continuously employed by served as a member of the Company or a Subsidiary or Affiliate Board from the date of this Agreement through the lapse date. : Lapse Date Percentage of Total Number of Of Restricted Shares as to Which Forfeiture Restricted Restrictions Lapse May 15, 2004 16 50 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 100 % Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares then subject to the Forfeiture Restrictions on the earlier of (i) the occurrence date of a Corporate Change of Control (as hereinafter defined) provided that Director has continuously served as a member of the Board from the date of this Agreement to the date of such term is defined in the Plan), Corporate Change or (ii) the date Employee's employment with Director’s membership on the Board is terminated by reason of death or disability (within the meaning of section 22(e)(3) of the Code). For purposes of the preceding sentence, the term “Corporate Change” shall have the same meaning as is assigned to such term in the Plan; provided, however, that the term “Corporate Change” shall not include any reorganization, merger, consolidation, or similar transaction or series of transactions pursuant to which the record holders of the outstanding shares of the Company’s stock immediately prior to such transaction or series of transactions continue to hold immediately following such transaction or series of transactions 50% or more of the outstanding voting securities (based upon voting power) of (a) any entity which owns (directly or indirectly) the stock of the Company, its Subsidiaries and Affiliates is terminated for (b) any reason other than a termination by entity with which the Employee's employer for "Cause" Company has merged, or a voluntary termination by (c) any entity that owns an entity with which the EmployeeCompany has merged. In the addition, in no event Employee's employment is terminated for any reason, the Compensation Committee shall a recapitalization of the Board (Company, a reclassification of the "Committee")Company’s capital stock, may, or other change in the Committee's sole discretionCompany’s capital structure (a “recapitalization”) constitute a Corporate Change, approve and the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such shall not lapse to be effective on upon the date occurrence of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its rightrecapitalization.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions -------------------------------- shall lapse as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. Date : Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 Date Restrictions Lapse ---------- --------------------------- First Anniversary of the date of this Agreement 10% May 15, 2005 18 Second Anniversary of the date of this Agreement 10% May 15, 2006 20 Third Anniversary of the date of this Agreement 10% May 15, 2007 22 Fourth Anniversary of the date of this Agreement 10% May 15, 2008 24 Fifth Anniversary of the date of this Agreement 10% Sixth Anniversary of the date of this Agreement 10% Seventh Anniversary of the date of this Agreement 10% Eighth Anniversary of the date of this Agreement 10% Ninth Anniversary of the date of this Agreement 10% Tenth Anniversary of the date of this Agreement 10% Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Corporate Change of Control (as such term is defined in the Plan), or (ii) the date Employee's employment with the Company, its Subsidiaries and Affiliates Company is terminated for any by reason other than a termination of death, disability (as determined by the Company or employing subsidiary) or normal retirement on or after age sixty-five or (iii) the date on which Employee shall become entitled to the severance benefits set forth in Section 3.3 of that certain Executive Employment Agreement of even date herewith by and among Employee's employer for "Cause" or a voluntary termination by , NUMAR Corporation and the EmployeeCompany. In the event Employee's employment is terminated for any other reason, including retirement prior to age sixty-five with the Compensation Committee approval of the Board Company or employing subsidiary, the Committee which administers the Plan (the "Committee")) or its delegate, as appropriate, may, in the Committee's or such delegate's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. Date Percentage of Total Amount of Total Number of Restricted Number of Restricted Shares as to Which Shares as to Which Date Forfeiture Restricted Lapse May 15Forfeiture Restrictions Lapse ---- --------------------------- ----------------------------- July 2, 2002 25% 5,750 July 2, 2003 25% 5,750 July 2, 2004 16 25% May 155,750 July 2, 2005 18 25% May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % 5,750 Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Change of Control (as such term is defined in the Plan), or (ii) the date Employee's employment with the Company, its Subsidiaries and Affiliates is terminated for any reason other than a termination by the Employee's employer for "Cause" or a voluntary termination by the Employee. In the event Employee's employment is terminated for any reason, the Compensation Committee of the Board (the "Committee"), may, in the Committee's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule on May 31, 2008, provided that (i) Employee has been continuously employed by the Company through that date and has not given any notice of resignation before or on that date and (ii) prior to that date Employee has delivered to the Company’s Board of Directors a Subsidiary or Affiliate from strategic plan for the date Acorn Division together with a schedule for implementation of this Agreement through the lapse dateplan. Date Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 % May 15, 2005 18 % May 15, 2006 20 % May 15, 2007 22 % May 15, 2008 24 % Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Change of in Control (as such term is defined in Section 10 of the Plan), or (ii) the date Employee's ’s employment with the Company, its Subsidiaries and Affiliates Company is terminated for any by reason other than a termination of death, disability (as determined by the Employee's employer for "Cause" Company or a voluntary termination by the Employeeemploying subsidiary) or normal retirement on or after age sixty-five. In the event Employee's ’s employment is terminated for any other reason, including retirement prior to age sixty-five with the Compensation Committee approval of the Board Company or employing subsidiary, the Committee which administers the Plan (the "“Committee"), ”) may, in the Committee's ’s sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's ’s termination date, if later. To If the extent that Employee is not, and was not during any Restricted Shares are vested solely as a result portion of the Employee's termination ’s term of employment pursuant employment, obligated to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company file reports with respect to all (but not less than allthe Company’s equity securities pursuant to Section 16(a) of such shares the Securities Exchange Act of 1934, as amended, the Committee may delegate its authority to approve the lapse of forfeiture restrictions as set forth in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect preceding sentence to such shares within designee as the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined Committee deems appropriate in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its rightsole discretion.

Lapse of Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Restricted Shares in accordance with the following schedule provided that Employee has been continuously employed by the Company or a Subsidiary or Affiliate from the date of this Agreement through the lapse date. Date : Percentage of Total Number of Restricted Shares as to Which Forfeiture Restricted Lapse May 15, 2004 16 Date Restrictions Lapse ---------- ------------------------------------ First Anniversary of the date of this Agreement 10% May 15, 2005 18 Second Anniversary of the date of this Agreement 10% May 15, 2006 20 Third Anniversary of the date of this Agreement 10% May 15, 2007 22 Fourth Anniversary of the date of this Agreement 10% May 15, 2008 24 Fifth Anniversary of the date of this Agreement 10% Sixth Anniversary of the date of this Agreement 10% Seventh Anniversary of the date of this Agreement 10% Eighth Anniversary of the date of this Agreement 10% Ninth Anniversary of the date of this Agreement 10% Tenth Anniversary of the date of this Agreement 10% Notwithstanding the foregoing, the Forfeiture Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the occurrence of a Corporate Change of Control (as such term is defined in the Plan), or (ii) the date Employee's employment with the Company, its Subsidiaries and Affiliates Company is terminated for any by reason other than a termination of death, disability (as determined by the Employee's employer for "Cause" Company or a voluntary termination employing subsidiary) or normal retirement on or after age sixty-five or (iii) the date on which Employee shall become entitled to the severance benefits set forth in Section 3.3 of that certain Executive Employment Agreement by and between Employee and the EmployeeCompany. In the event Employee's employment is terminated for any other reason, including retirement prior to age sixty-five with the Compensation Committee approval of the Board Company or employing subsidiary, the Committee which administers the Plan (the "Committee")) or its delegate, as appropriate, may, in the Committee's or such delegate's sole discretion, approve the lapse of Forfeiture Restrictions as to any or all Restricted Shares still subject to such restrictions, such lapse to be effective on the date of such approval or Employee's termination date, if later. To the extent that any Restricted Shares are vested solely as a result of the Employee's termination of employment pursuant to the foregoing, such shares shall be subject to a right of first refusal in favor of the Company with respect to all (but not less than all) of such shares in the event the Employee proposes to sell or otherwise transfer such shares to any other person. The Employee shall notify the Company prior to any such transfer (and in the absence of such prior notice any such transfer shall be void). The Company's right of repurchase shall be exercisable with respect to such shares within the thirty (30) day period following the date the Employee gives notice to the Company of the proposed transfer. The purchase price of the shares repurchased by the Company hereunder shall be "Fair Market Value" (as defined in the Plan). If the Company exercises its right of first refusal, the sale shall be consummated within five (5) days of the date the Company elects to exercise its right.