Common use of Performance-Based Vesting Clause in Contracts

Performance-Based Vesting. The Restricted Stock Units shall be unvested as of the Grant Date, and shall be subject to performance-based vesting as follows: if the Adjusted Operating Profit of the Company for 2009 (the “2009 AOP”) meets at least 50% of the ATG Adjusted Operating Profit Goal for 2009 defined below, (the “2009 AOP Threshold”), then the Applicable Percentage, as defined below, of the shares subject to this Restricted Stock Unit shall be deemed to have been earned, subject to vesting as set forth below (the “Earned Restricted Stock Units”). “Adjusted Operating Profit” means ATG Adjusted Revenue less GAAP cost of sales and operating expenses, but excluding stock based compensation expenses, restructuring charges and non-cash income tax expenses/benefits, if applicable. The Applicable Percentage shall mean a percentage determined by reference to the amount, if any, by which the ATG Adjusted Revenue (as defined at Exhibit A) for 2009 has exceeded 80% of the ATG Adjusted Revenue Goal for 2009, as more fully set forth under the heading “Payout Table” at Exhibit A, but in no event more than 100%. Each Earned Restricted Stock Unit award shall vest as follows, provided that you are employed by the Company on each vesting date: (i) 25% of the Earned Restricted Stock Units shall vest March 6, 2010 (the “First Vesting Date”) and (ii) an additional 25% of the Earned Restricted Stock Units shall vest upon each of the following three one-year anniversaries of the First Vesting Date (so that the total vesting period shall end March 6, 2013); provided, however, that if the Company achieves its 2009 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to March 6, 2013, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully. If the Company does not meet its 2009 AOP Threshold for 2009, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future calendar year. In the event of a Change in Control (as such term is defined in your Change of Control Agreement dated April 14, 2008) [or in the case of our CEO, as defined in his Amended and Restated Employment Agreement dated April 14, 2008] of the Company in the current calendar year, the Restricted Stock Units granted under this Agreement shall convert from performance vested Restricted Stock Units to time vested Restricted Stock Units and shall be subject to the terms of your Restricted Stock Unit Agreement (Time Vested) of even date herewith.

Performance-Based Vesting. The Restricted Stock Units shall be unvested as Non-vested Shares not previously forfeited will become vested in accordance with the performance matrix set forth in Schedule A annexed hereto. For the purposes of the Grant DateSchedule A, and shall be subject to performance-based vesting as follows: if the Adjusted Operating Profit of the Company for 2009 (the “2009 AOP200[X] Objective” is the income before taxes (“IBT”) meets at least 50% of the ATG Adjusted Operating Profit Goal LST presented in its Base Action Plan (“BAP”) for 2009 defined below, (200[X]; the “2009 AOP Threshold”), then the Applicable Percentage, as defined below, of the shares subject to this Restricted Stock Unit shall be deemed to have been earned, subject to vesting as set forth below (200[Y] Objective” is LST’s IBT presented in its 200[Y] BAP; the “Earned Restricted Stock Units”). 200[Z] Objective” is LST’s IBT presented in its 200[Z] BAP; the “Adjusted Operating Profit200[X] Objective Shortfall” means ATG Adjusted Revenue less GAAP cost of sales and operating expenses, but excluding stock based compensation expenses, restructuring charges and non-cash income tax expenses/benefits, if applicable. The Applicable Percentage shall mean a percentage determined by reference to is the amountexcess, if any, by which the ATG Adjusted Revenue (as defined at Exhibit A) for 2009 has exceeded 80% of the ATG Adjusted Revenue Goal 200[X] Objective over LST’s IBT for 2009the year ended December 31, as more fully set forth 200[X]; and the “200[Y] Objective Shortfall” is the excess, if any, of the 200[Y] Objective over LST’s IBT for the year ended December 31, 200[Y]. If any Shares become vested under Rows I or J of Schedule A, then Rows C and G shall become inapplicable. If any Shares become vested under Rows K or L of Schedule A, then Rows D and F shall become inapplicable. If any Shares become vested under this Section 5, then Section 4 shall cease to apply and future vesting, if any, will be determined under this Section 5 (subject to acceleration under the heading “Payout Table” at Exhibit Asecond and third sentences of Section 4 above). Determinations as to whether the 200[X] Objective, but in no event more than 100%. Each Earned Restricted Stock Unit award 200[Y] Objective or 200[Z] Objective has been achieved, whether the 200[Y] IBT equals or exceeds the sum of the 200[Y] Objective and the 200[X] Objective Shortfall or whether the 200[Z] IBT equals or exceeds the sum of the 200[Z] Objective and the 200[Y] Objective Shortfall, shall vest as follows, provided that you are employed be made by the Company on each vesting date: (i) 25% Human Resources Committee of the Earned Restricted Stock Units shall vest March 6, 2010 LST (the “First Vesting DateHuman Resources Committee”) and (ii) an additional 25% based on audited financial statements for the appropriate year. Any vesting of Shares for a particular year shall become effective as of the Earned Restricted Stock Units shall vest upon each date of the following three one-year anniversaries applicable determination by the Human Resources Committee. Any decision of the First Vesting Date (so that Human Resources Committee as to any question with respect to the total vesting period shall end March 6, 2013); provided, however, that if the Company achieves its 2009 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to March 6, 2013, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully. If the Company does not meet its 2009 AOP Threshold for 2009, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future calendar year. In the event of a Change in Control (as such term is defined in your Change of Control Agreement dated April 14, 2008) [or in the case of our CEO, as defined in his Amended and Restated Employment Agreement dated April 14, 2008] of the Company in the current calendar year, the Restricted Stock Units Shares granted under this Agreement shall convert from performance vested Restricted Stock Units to time vested Restricted Stock Units and hereunder shall be subject to the terms of your Restricted Stock Unit Agreement (Time Vested) of even date herewithfinal and conclusive on all persons.

Performance-Based Vesting. The Restricted Stock Units Non-vested Shares not previously forfeited will become vested in accordance with the performance matrix set forth in Schedule A annexed hereto. Years 1 through 7 shall be unvested as refer to seven successive fiscal years of the Grant DateLST, and Year 1 shall be subject refer to performance-based vesting as follows: if the Adjusted Operating Profit fiscal year of LST which includes the Company for 2009 Date of Grant. For the purposes of Schedule A, the “Year 1 Objective” is a goal (an “IBT Goal”) approved by the Human Resources Committee of LST (the “2009 AOPHuman Resources Committee”) meets at least 50% with respect to the income before taxes (“IBT”) of LST, which IBT Goal relates to Year 1; the ATG Adjusted Operating Profit “Year 2 Objective” is the IBT Goal for 2009 defined below, (Year 2; the “2009 AOP Threshold”), then Year 3 Objective” is the Applicable Percentage, as defined below, of the shares subject to this Restricted Stock Unit shall be deemed to have been earned, subject to vesting as set forth below (IBT Goal for Year 3; the “Earned Restricted Stock Units”). “Adjusted Operating ProfitYear 1 Objective Shortfall” means ATG Adjusted Revenue less GAAP cost of sales and operating expenses, but excluding stock based compensation expenses, restructuring charges and non-cash income tax expenses/benefits, if applicable. The Applicable Percentage shall mean a percentage determined by reference to is the amountexcess, if any, by which the ATG Adjusted Revenue (as defined at Exhibit A) for 2009 has exceeded 80% of the ATG Adjusted Revenue Goal Year 1 Objective over LST’s IBT for 2009Year 1; and the “Year 2 Objective Shortfall” is the excess, as more fully set forth if any, of the Year 2 Objective over LST’s IBT for Year 2. If any Shares become vested under Rows I or J of Schedule A, then Rows C and G shall become inapplicable. If any Shares become vested under Rows K or L of Schedule A, then Rows D and F shall become inapplicable. If any Shares become vested under this Section 5, then Section 4 shall cease to apply and future vesting, if any, will be determined under this Section 5 (subject to acceleration under the heading “Payout Table” at Exhibit Asecond and third sentences of Section 4 above). Determinations as to whether the Year 1 Objective, but in no event more than 100%. Each Earned Restricted Stock Unit award Year 2 Objective or Year 3 Objective has been achieved, whether the Year 2 IBT equals or exceeds the sum of the Year 2 Objective and the Year 1 Objective Shortfall or whether the Year 3 IBT equals or exceeds the sum of the Year 3 Objective and the Year 2 Objective Shortfall, shall vest as follows, provided that you are employed be made by the Company Human Resources Committee based on each audited financial statements for the appropriate year. Any vesting date: (i) 25% of Shares for a particular year shall become effective as of the Earned Restricted Stock Units shall vest March 6, 2010 (the “First Vesting Date”) and (ii) an additional 25% date of the Earned Restricted Stock Units shall vest upon each applicable determination by the Human Resources Committee. Any decision of the following three one-year anniversaries of Human Resources Committee as to any question with respect to the First Vesting Date (so that the total vesting period shall end March 6, 2013); provided, however, that if the Company achieves its 2009 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to March 6, 2013, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully. If the Company does not meet its 2009 AOP Threshold for 2009, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future calendar year. In the event of a Change in Control (as such term is defined in your Change of Control Agreement dated April 14, 2008) [or in the case of our CEO, as defined in his Amended and Restated Employment Agreement dated April 14, 2008] of the Company in the current calendar year, the Restricted Stock Units Shares granted under this Agreement shall convert from performance vested Restricted Stock Units to time vested Restricted Stock Units and hereunder shall be subject to the terms of your Restricted Stock Unit Agreement (Time Vested) of even date herewithfinal and conclusive on all persons.

Performance-Based Vesting. For purposes of this Performance-Based Award, the “Performance Period” shall mean the period beginning on and ending on . The Restricted Stock Units shall be unvested as shares of this Performance-Based Award will immediately vest on the third (3rd) business day following certification of achievement of the Grant Date, and shall be subject to performance-based vesting specified milestone (as follows: if defined below) by the Adjusted Operating Profit Compensation Committee of the Company for 2009 Board (the “2009 AOPVesting Date”) meets at least 50% ), provided that the Vesting Date occurs prior to the end of the ATG Adjusted Operating Profit Goal Performance Period and you are a Service Provider as of such date. Notwithstanding the foregoing, in the event that (i) under the Company’s Xxxxxxx Xxxxxxx Policy (or any successor policy) and any shares covered by your Award would, but for 2009 defined belowthis sentence, vest on a day (the “2009 AOP Threshold”), then the Applicable Percentage, as defined below, of the shares subject to this Restricted Stock Unit shall be deemed to have been earned, subject to vesting as set forth below (the “Earned Restricted Stock Units”). “Adjusted Operating Profit” means ATG Adjusted Revenue less GAAP cost of sales and operating expenses, but excluding stock based compensation expenses, restructuring charges and non-cash income tax expenses/benefits, if applicable. The Applicable Percentage shall mean a percentage determined by reference to the amount, if any, by which the ATG Adjusted Revenue (as defined at Exhibit A) for 2009 has exceeded 80% of the ATG Adjusted Revenue Goal for 2009, as more fully set forth under the heading “Payout Table” at Exhibit A, but in no event more than 100%. Each Earned Restricted Stock Unit award shall vest as follows, provided that you are employed by the Company on each vesting date: (i) 25% of the Earned Restricted Stock Units shall vest March 6, 2010 (the “First Original Vesting Date”) and that does not occur during a period when you would be permitted to sell shares as determined by the Company in accordance with such policy, or (ii) an additional 25% the Original Vesting Date would, but for this sentence, occur at a time when you are in possession of material non-public information about the Company, and, in either case, you do not have in place as of the Earned Restricted Stock Units Original Vesting Date a valid, Company-approved 10b5-1 sales plan sufficient to generate proceeds adequate to pay income and other taxes due as a result of such vesting, then such shares shall not vest upon each on such Original Vesting Date and shall instead vest on the first day that you are no longer in possession of material non-public information about the Company or the first day the Company’s “trading window” applicable to you pursuant to such policy permits you to sell such shares, as applicable. Shares acquired by you that have vested in accordance with the Vesting Schedule set forth in the Grant Notice and this Section 4(a) or any other provision of the following three onePlan are “ Vested Shares.” Shares acquired by you pursuant to this Agreement that are not Vested Shares are “Unvested Shares.” The specified milestone for this Performance-year anniversaries of the First Vesting Date (so that the total vesting period shall end March 6, 2013); provided, however, that if the Company achieves its 2009 AOP Threshold and also achieves the Maximum Revenue Target, Based Award is defined as set forth on Exhibit A, in any calendar year prior to March 6, 2013, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully. If the Company does Vesting Date has not meet its 2009 AOP Threshold for 2009been achieved within the Performance Period, then none of shares of this Restricted Stock Unit award Performance-Based Award shall terminate vest and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future calendar year. In the event of a Change in Control (as such term is defined in your Change of Control Agreement dated April 14, 2008) [or in the case of our CEO, as defined in his Amended and Restated Employment Agreement dated April 14, 2008] of the Company in the current calendar year, the Restricted Stock Units granted under this Agreement shall convert from performance vested Restricted Stock Units to time vested Restricted Stock Units and Unvested Shares shall be subject forfeited and returned to the terms of your Restricted Stock Unit Agreement (Time Vested) of even date herewithPlan as described in Section 5.

Performance-Based Vesting. The Restricted Stock Units shall be unvested as of the Grant Date, and shall be subject to performance-based vesting as follows: if the Adjusted Operating Profit of the Company for 2009 2007 (the “2009 2007 AOP”) meets at least 50% of the ATG its Adjusted Operating Profit Goal for 2009 defined below2007, (the “2009 2007 AOP Threshold”), then the Applicable Percentage, as defined below, of the shares subject to this Restricted Stock Unit shall be deemed to have been earned, subject to vesting as set forth below (the “Earned Restricted Stock Units”). “Adjusted Operating Profit” means ATG Adjusted Revenue less GAAP cost of sales and operating expenses, but excluding stock based compensation expenses, restructuring charges and non-cash income tax expenses/benefits, if applicable. The Applicable Percentage shall mean a percentage determined by reference to the amount, if any, by which the ATG Adjusted Revenue (as defined at Exhibit A) for 2009 2007 has exceeded 80% of the ATG Adjusted Revenue Goal for 20092007, as more fully set forth under the heading “Payout Table” at Exhibit A, but in no event more than 100%. Each Earned Restricted Stock Unit award shall vest as follows, provided that you are employed by the Company on each vesting date: (i) 25% of the Earned Restricted Stock Units shall vest March 6, 2010 upon the thirteen month anniversary of the grant date (the “First Vesting Date”) and (ii) an additional 25% of the Earned Restricted Stock Units shall vest upon each of the following three one-year anniversaries of the First Vesting Date (so that the total vesting period shall end March 6, 2013be four years and one month); provided, however, that if the Company achieves its 2009 2007 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to March 6, 2013the four year and one month anniversary of the Grant Date set forth above, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully; and provided further that if the Company achieves its 2007 AOP Threshold and thereafter there is a Change in Control of the Company (as defined at Exhibit B) an additional ___% of the unvested Restricted Stock Units shall vest. If the Company does not meet its 2009 2007 AOP Threshold for 20092007, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future calendar year. In the event of a Change in Control (as such term is defined in your Change of Control Agreement dated April 14, 2008) [or in the case of our CEO, as defined in his Amended and Restated Employment Agreement dated April 14, 2008] of the Company in the current calendar year, the Restricted Stock Units granted under this Agreement shall convert from performance vested Restricted Stock Units to time vested Restricted Stock Units and shall be subject to the terms of your Restricted Stock Unit Agreement (Time Vested) of even date herewith.

Performance-Based Vesting. The Restricted Stock Units Non-vested Shares not previously forfeited will become vested in accordance with the performance matrix set forth in Schedule A annexed hereto. Years 1 through 6 shall be unvested as refer to six successive fiscal years of the Grant DateLST, and Year 1 shall be subject refer to performance-based vesting as follows: if the Adjusted Operating Profit fiscal year of LST which includes the Company for 2009 Date of Grant. For the purposes of Schedule A, the “Year 1 Objective” is a goal (an “IBT Goal”) approved by the Human Resources Committee of LST (the “2009 AOPHuman Resources Committee”) meets at least 50% with respect to the IBT of LST, which IBT Goal relates to Year 1; the ATG Adjusted Operating Profit “Year 2 Objective” is the IBT Goal for 2009 defined below, (Year 2; the “2009 AOP Threshold”), then Year 3 Objective” is the Applicable Percentage, as defined below, of the shares subject to this Restricted Stock Unit shall be deemed to have been earned, subject to vesting as set forth below (IBT Goal for Year 3; the “Earned Restricted Stock Units”). “Adjusted Operating ProfitYear 1 Objective Shortfall” means ATG Adjusted Revenue less GAAP cost of sales and operating expenses, but excluding stock based compensation expenses, restructuring charges and non-cash income tax expenses/benefits, if applicable. The Applicable Percentage shall mean a percentage determined by reference to is the amountexcess, if any, by which the ATG Adjusted Revenue (as defined at Exhibit A) for 2009 has exceeded 80% of the ATG Adjusted Revenue Goal Year 1 Objective over LST’s IBT for 2009Year 1; and the “Year 2 Objective Shortfall” is the excess, as more fully set forth if any, of the Year 2 Objective over LST’s IBT for Year 2. If any Shares become vested under Rows I or J of Schedule A, then Rows C and G shall become inapplicable. If any Shares become vested under Rows K or L of Schedule A, then Rows D and F shall become inapplicable. If any Shares become vested under this Section 5, then Section 4 shall cease to apply and future vesting, if any, will be determined under this Section 5 (subject to acceleration under the heading “Payout Table” at Exhibit Asecond and third sentences of Section 4 above). Determinations as to whether the Year 1 Objective, but in no event more than 100%. Each Earned Restricted Stock Unit award Year 2 Objective or Year 3 Objective has been achieved, whether the Year 2 IBT equals or exceeds the sum of the Year 2 Objective and the Year 1 Objective Shortfall or whether the Year 3 IBT equals or exceeds the sum of the Year 3 Objective and the Year 2 Objective Shortfall, shall vest as follows, provided that you are employed be made by the Company Human Resources Committee based on each audited financial statements for the appropriate year. Any vesting date: (i) 25% of Shares for a particular year shall become effective as of the Earned Restricted Stock Units shall vest March 6, 2010 (the “First Vesting Date”) and (ii) an additional 25% date of the Earned Restricted Stock Units shall vest upon each applicable determination by the Human Resources Committee. Any decision of the following three one-year anniversaries of Human Resources Committee as to any question with respect to the First Vesting Date (so that the total vesting period shall end March 6, 2013); provided, however, that if the Company achieves its 2009 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to March 6, 2013, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully. If the Company does not meet its 2009 AOP Threshold for 2009, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future calendar year. In the event of a Change in Control (as such term is defined in your Change of Control Agreement dated April 14, 2008) [or in the case of our CEO, as defined in his Amended and Restated Employment Agreement dated April 14, 2008] of the Company in the current calendar year, the Restricted Stock Units Shares granted under this Agreement shall convert from performance vested Restricted Stock Units to time vested Restricted Stock Units and hereunder shall be subject to the terms of your Restricted Stock Unit Agreement (Time Vested) of even date herewithfinal and conclusive on all persons.

Performance-Based Vesting. The Restricted Stock Units shall be unvested as (i) On each Service Completion Date, the service requirements with respect to the portion of the Grant Restricted Shares specified in the table below. On each Determination Date, the Committee shall determine whether the Performance Goal has been achieved for the applicable Performance Period and shall provide notice to you of such determination as soon as reasonably practicable following such determination in accordance with Section 11 of this Award Agreement. Except as otherwise determined by the Committee in its sole discretion, which shall be subject to performance-based vesting as follows: if the Adjusted Operating Profit Section 6(e) of the Company for 2009 (the “2009 AOP”) meets at least 50% Plan, or provided in your Employment Agreement or in Section 3 of this Award Agreement, vesting of the ATG Adjusted Operating Profit Goal for 2009 defined below, (Restricted Shares is contingent on the “2009 AOP Threshold”), then the Applicable Percentage, as defined below, attainment of the shares subject to this Restricted Stock Unit shall be deemed to have been earned, subject to vesting as set forth below (the “Earned Restricted Stock Units”). “Adjusted Operating Profit” means ATG Adjusted Revenue less GAAP cost of sales and operating expenses, but excluding stock based compensation expenses, restructuring charges and non-cash income tax expenses/benefits, if applicable. The Applicable Percentage shall mean a percentage determined by reference to the amount, if any, by which the ATG Adjusted Revenue (as defined at Exhibit A) for 2009 has exceeded 80% of the ATG Adjusted Revenue Performance Goal for 2009, as more fully set forth under the heading “Payout Table” at Exhibit A, but in no event more than 100%. Each Earned Restricted Stock Unit award shall vest as follows, provided that you are employed by the Company on each vesting date: (i) 25% of the Earned Restricted Stock Units shall vest March 6, 2010 (the “First Vesting Date”) and (ii) an additional 25% of the Earned Restricted Stock Units shall vest upon each of the following three one-year anniversaries of the First Vesting Date (so that the total vesting period shall end March 6, 2013); provided, however, that if the Company achieves its 2009 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit ASchedule A. Accordingly, unless otherwise determined by the Committee in any calendar year prior its sole discretion in accordance with Section 6(e) of the Plan or provided in your Employment Agreement or in Section 3 of this Award Agreement, your Restricted Shares will not vest unless the Committee determines that the Performance Goal has been achieved. Service Completion Date Percentage of the Restricted Shares Scheduled to March 6Vest Number of the Restricted Shares Scheduled to Vest October [•], 20132015 25% [•] October [•], 2016 25% [•] October [•], 2017 25% [•] October [•], 2018 25% [•] Upon a determination by the Committee that the Performance Goal has been achieved, and subject to the provisions of the Plan and this Award Agreement, on each Vesting Date, if you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully. If until the Company does not meet its 2009 AOP Threshold for 2009, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future calendar year. In the event of a Change in Control (as such term is defined in your Change of Control Agreement dated April 14, 2008) [or in the case of our CEO, as defined in his Amended and Restated Employment Agreement dated April 14, 2008] of the Company in the current calendar yearapplicable Service Completion Date, the Restricted Stock Units granted under Shares subject to this Award Agreement will become fully vested and nonforfeitable, and the restrictions set forth in this Award Agreement shall convert from performance vested Restricted Stock Units to time vested Restricted Stock Units and shall be subject lapse, in an amount equal to the terms percentage of your Restricted Stock Unit Shares as corresponds to the applicable Service Completion Date, as indicated above. Furthermore, pursuant to Section 4 of this Award Agreement (Time Vestedand except as otherwise determined by the Committee in its sole discretion in accordance with Section 6(e) of even date herewiththe Plan or provided in your Employment Agreement or in Section 3 of this Award Agreement, in order for any Restricted Shares to vest and the restrictions thereon set forth in this Award Agreement to lapse, the Committee must determine that the Performance Goal has been achieved and you must be employed by the Company or an Affiliate on the applicable Service Completion Date. For the avoidance of doubt, if the Committee determines on the first Determination Date that the Performance Goal has not been satisfied, the portion of the Restricted Shares corresponding to the first Service Completion Date will remain unvested and outstanding and, provided that the Committee determines that the Performance Goal has been achieved on the second Determination Date, such Restricted Shares will vest on the second Vesting Date, along with the second portion of the Restricted Shares.

Performance-Based Vesting. For purposes of this Performance-Based Award, the “Performance Period” shall mean the period beginning on and ending on . The Restricted Stock Units shall shares of this Performance-Based Award will immediately vest on the third (3rd) business day following certification of achievement of the specified milestone (as defined below) by the Compensation Committee of the Board (the “Vesting Date”), provided in the Vesting Schedule set forth in your Grant Notice; provided, that the Vesting Date occurs prior to the earlier of your Termination of Service or the end of the Performance Period. Notwithstanding the foregoing, in the event that (i) under the Company’s Xxxxxxx Xxxxxxx Policy (or any successor policy) and any shares covered by your Award would, but for this sentence, vest on a day (the “Original Vest Date”) that does not occur during a period when you would be unvested permitted to sell shares as determined by the Company in accordance with such policy, or (ii) the Original Vest Date would, but for this sentence, occur at a time when you are in possession of material non-public information about the Company, and, in either case, you do not have in place as of the Grant DateOriginal Vest Date a valid, Company-approved 10b5-1 sales plan sufficient to generate proceeds adequate to pay income and other taxes due as a result of such vesting, then such shares shall not vest on such Original Vest Date and shall be subject to performance-based vesting as follows: if instead vest on the Adjusted Operating Profit of the Company for 2009 (the “2009 AOP”) meets at least 50% of the ATG Adjusted Operating Profit Goal for 2009 defined below, (the “2009 AOP Threshold”), then the Applicable Percentage, as defined below, of the shares subject to this Restricted Stock Unit shall be deemed to have been earned, subject to vesting as set forth below (the “Earned Restricted Stock Units”). “Adjusted Operating Profit” means ATG Adjusted Revenue less GAAP cost of sales and operating expenses, but excluding stock based compensation expenses, restructuring charges and non-cash income tax expenses/benefits, if applicable. The Applicable Percentage shall mean a percentage determined by reference to the amount, if any, by which the ATG Adjusted Revenue (as defined at Exhibit A) for 2009 has exceeded 80% of the ATG Adjusted Revenue Goal for 2009, as more fully set forth under the heading “Payout Table” at Exhibit A, but in no event more than 100%. Each Earned Restricted Stock Unit award shall vest as follows, provided first day that you are employed by no longer in possession of material non-public information about the Company on each vesting date: (i) 25% or the first day the Company’s “trading window” applicable to you pursuant to such policy permits you to sell such shares, as applicable. Shares acquired by you that have vested in accordance with the Vesting Schedule set forth in the Grant Notice and this Section 4 or any other provision of the Earned Restricted Stock Units shall vest March 6, 2010 (the Plan are “ Vested Shares.” Shares acquired by you pursuant to this Agreement that are not Vested Shares are “First Vesting Date”) and (ii) an additional 25% of the Earned Restricted Stock Units shall vest upon each of the following three oneUnvested Shares.” The specified milestone for this Performance-year anniversaries of the First Vesting Date (so that the total vesting period shall end March 6, 2013); provided, however, that if the Company achieves its 2009 AOP Threshold and also achieves the Maximum Revenue Target, Based Award is defined as set forth on Exhibit A, in any calendar year prior to March 6, 2013, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully. If the Company does Vesting Date has not meet its 2009 AOP Threshold for 2009been achieved within the Performance Period, then none of shares of this Restricted Stock Unit award Performance-Based Award shall terminate vest and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future calendar year. In the event of a Change in Control (as such term is defined in your Change of Control Agreement dated April 14, 2008) [or in the case of our CEO, as defined in his Amended and Restated Employment Agreement dated April 14, 2008] of the Company in the current calendar year, the Restricted Stock Units granted under this Agreement shall convert from performance vested Restricted Stock Units to time vested Restricted Stock Units and Unvested Shares shall be subject forfeited and returned to the terms of your Restricted Stock Unit Agreement (Time Vested) of even date herewithPlan as described in Section 5.