Common use of Vesting Clause in Contracts

Vesting. Except as otherwise provided in this Grant Agreement, this Option (to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:

Vesting. (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the date of the Committee’s certification of the Performance Goals in accordance with Section 3 (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Performance Period End Date. (b) Except as otherwise provided set forth in this Grant AgreementSection 4(c) below, this Option (if the Participant’s employment is terminated for any reason prior to the extent not previously exercised) may be exercisedPerformance Period End Date, in whole or in part, on a cumulative basis, then all rights of the Participant with respect to the Shares PSUs that have become “vested” not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in accordance with respect of vested PSUs on an after tax basis or an amount in cash equal to the following vesting schedulefair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, provided that and neither the Optionee remains Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the “Continuous Service” (as defined below) of Participant’s employment is terminated by the Company or any of its Subsidiaries through direct and indirect subsidiaries or such other company as designated by the applicable vesting date: Vesting Date Number Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately Control and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein Participant executes and delivers to the contrary, this Option Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may not be exercised with respect to any Shares on or after specified by the earliest of (1) the date the Option terminates and is canceled Employing Company in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”applicable law), (3) then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on which the OptioneeShare Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Performance Period End Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below)) shall be eligible to vest on the original Vesting Date, or (4) subject to the date that Optionee’s Continuous Service with achievement and certification of the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (Performance Goals as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:described in Section 3 and

Vesting. Except as (a) Unless the Plan Administrator otherwise provided determines in this Grant Agreementits sole discretion, this Option (subject to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” earlier vesting in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined belowSection 6 of this Agreement or Section 10.1(b) of the Company or any Plan, the Grantee will become vested as to that number of its Subsidiaries through the applicable vesting date: Vesting Date Number each type of Shares Subject Restricted Stock Units (if any) that is equal to the Option that will become vested: March 1, 2012 One-third fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of Shares set forth on Exhibit A March 1such type of Restricted Stock Units that are subject to this Agreement, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded down to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service number of such type of Restricted Stock Units on each of the Company or Vesting Dates indicated on Schedule I hereto, and upon the satisfaction of any other applicable restrictions, terms and conditions of its Subsidiaries. Notwithstanding anything contained herein to the contraryPlan and this Agreement, this Option may not be exercised any RSU Dividend Equivalents with respect to any Shares on or after the earliest of Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (1“Unpaid RSU Dividend Equivalents”) will become vested to the date extent that the Option terminates and is canceled Restricted Stock Units related thereto shall have become vested in accordance with this Grant Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (any such portion, (2) the expiration date set forth in Exhibit A (the an “Expiration DateUnvested Fractional Restricted Stock Unit”), (3) one additional Restricted Stock Unit of such type of Restricted Stock Unit will become vested on the date earliest succeeding Vesting Date on which the Optionee’s employment cumulative fractional amount of all Unvested Fractional Restricted Stock Units of such type (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole Restricted Stock Unit of such type of Restricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes application of this Grant Agreement, sentence and the following terms shall have sentence. Any Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that vests pursuant to the assigned meanings:preceding sentence will thereafter cease to be an Unvested Fractional Restricted Stock Unit.

Vesting. Except The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2026 or such earlier date as otherwise may be provided in this Grant Agreement, this Option Section 8 (to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined belowVesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares Performance Conditions as set forth on Exhibit A March 1and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, 2013 One-third the change of the total number Employee’s status from employee to non-employee member of Shares the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall each be deemed to have been achieved at the “Target” level as set forth on Exhibit A March 1as of the date of the Change in Control), 2014 Remaining Shares and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth on Exhibit A To in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable provided in Section 8 in the event that (i) of the OptioneeEmployee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death termination of employment or Disability, or (ii) a services following such Change in Control occurs while and prior to the Optionee is in Vesting Date. Upon payment pursuant to the Continuous Service terms of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contraryPlan, this Option may not such awards shall be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:cancelled.

Vesting. Except as otherwise provided in Subject to the terms and conditions of this Grant Award Agreement, this Option (to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, and provided that the Optionee Participant remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries a Service Provider through the applicable each vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option Restricted Stock shall become immediately and fully vested and exercisable “Vested Shares” for purposes of this Award Agreement in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), three (3) equal, annual installments, commencing on the date on Initial Vesting Date. Until the shares of Restricted Stock vest and become Vested Shares, which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” unvested shares shall be called Unvested Shares (as defined below), neither the Unvested Shares, nor any right with respect to the Unvested Shares of Restricted Stock under this Agreement, may be sold, assigned, transferred, pledged, hypothecated (by operation of law or (4otherwise) the date that Optionee’s Continuous Service with or otherwise conveyed or encumbered and shall not be subject to execution, attachment or similar process. Any attempted sale, assignment, transfer, pledge, hypothecation or other conveyance or encumbrance shall be void and unenforceable against the Company or any affiliate of its Subsidiaries terminates the Company. Upon becoming Vested Shares, such restrictions shall lapse. A legend or legends may be affixed to share certificates representing the Restricted Stock evidencing these restrictions. Notwithstanding the foregoing, in the event that Participant’s employment is terminated by the Company without Cause or if Participant resigns for Good Reason, and such termination is not in Connection with a Change of Control, then Participant will receive twelve (12) months accelerated vesting with respect to Participant’s then outstanding unvested portion of the Award, at which time such additionally vested shares shall become Vested Shares, provided that Participant signs the separation agreement and release of claims as set forth in Section 8(d) of the Employment Agreement and otherwise complies with such section. Notwithstanding the foregoing, in the event that Participant’s employment is terminated by the Company without Cause or if Participant resigns for Good Reason, and such termination is in Connection with a Change of Control, then Participant will become fully vested in Participant’s then outstanding unvested portion of the Award, at which time such additionally vested shares shall become Vested Shares, provided that Participant signs the separation agreement and release of claims as set forth in Section 8(d) of the Employment Agreement and otherwise complies with such section. Notwithstanding the foregoing, in the event that Participant resigns for Good Reason due to Optionee’s resignation (x) the failure of the Company to appoint Participant as Chief Executive Officer by April 30, 2011 or retirement that is not a “Qualifying Retirement” (in the event of the appointment of another as defined below). For purposes of this Grant AgreementChief Executive Officer after April 29, 2010, the following terms vesting of Participant’s then outstanding unvested portion of the Award will be accelerated in full, at which time such additionally vested shares shall have become Vested Shares, or (y) the assigned meanings:appointment of another as Chief Executive Officer prior to April 30, 2010, the vesting of half of the outstanding unvested portion of the Award will be accelerated in full, at which time such additionally vested shares shall become Vested Shares, provided in each case that Participant signs the separation agreement and release of claims as set forth in Section 8(d) of the Employment Agreement and otherwise complies with such section.

Vesting. Except as otherwise provided Subject to Section 8 and the paragraphs in this Grant AgreementSection below, this Option (the Award shall vest and become nonforfeitable upon, and subject to, the achievement of the performance hurdles and applicable time-based vesting requirements described in Annex A. The Administrator shall determine whether the applicable performance hurdles have been achieved, and the vesting of the Share Units is subject to the extent not previously exercised) may be exercised, in whole Administrator’s determination. If the Participant is a party to an employment or in part, on a cumulative basis, similar agreement with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or any Subsidiary that includes provisions addressing the vesting of its Subsidiaries through equity awards, the Award shall also become vested as provided in such agreement (including, without limitation, in connection with certain qualifying terminations of the Participant’s employment and/or qualifying change in control transactions). Any portion of the Award that is not considered eligible to vest following the end of the applicable vesting date: Vesting Date Number Performance Period as a result of Shares Subject to performance results for the Option that will become vested: March 1Performance Period, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled all as determined in accordance with this Grant AgreementAnnex A, (2) shall terminate and be forfeited effective as of the expiration date set forth in Exhibit A (end of the “Expiration Date”), (3) Performance Period. Upon a termination of the date on which the OptioneeParticipant’s employment with the Company by the Company due to Participant’s death or any disability, Participant will vest in a pro-rata portion of its Subsidiaries is terminated for the target number of Share Units specified in Section 2 (“Cause” Target Shares”) that are then outstanding and unvested. The pro-rata portion will be calculated as follows: (as defined belowTarget Shares ÷ number of days from Award Date to original vesting date specified in Annex A (including both beginning and end date), or (4) x number of days from the Award Date to the date that Optioneeof termination due to death or disability. Any partial shares will be rounded down to the nearest whole share. Disability as used in this paragraph shall mean a physical or mental impairment which, as reasonably determined by the Company, renders Participant unable to perform the essential functions of Participant’s Continuous Service employment with the Company Company, even with a reasonable accommodation that does not impose an undue hardship on the Company, for more than 90 days in any 180-day period, unless a longer period is required by federal, state or any of its Subsidiaries terminates due to Optionee’s resignation or retirement local law, in which case that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:longer period would apply.

Vesting. Except as otherwise provided If the Employee has remained continuously employed by the Company through the vesting dates specified on the cover page hereof, Unvested Shares shall become Vested Shares (or shall “vest”) on such dates in this Grant Agreement, this Option (an amount equal to the extent not previously exercised) may be exercised, in whole or in part, number of shares set opposite the applicable date on a cumulative basis, with respect to the cover page hereof. Option Shares that have been issued and which are “Unvested Shares” shall be subject to the Company’s Repurchase Option described in Section 6 unless and until they become “vestedVested Shares.” Any vesting of shares under this option shall first be deemed to apply to shares issued upon exercise of this option (in the order of such exercise) and then to unissued shares subject to this option; and any exercise of this option shall be deemed to apply first to any then unissued Vested Shares. The Employee agrees not to sell, assign, transfer, pledge, hypothecate, gift, mortgage or otherwise encumber or dispose of (except to the Company or any successor to the Company) all or any Unvested Shares or any interest therein, and any Unvested Shares purchased upon exercise of this option shall be held in escrow by the Company in accordance with the following vesting scheduleterms of Section 17 below unless and until they become Vested Shares. The term “Option Shares” used without reference to either Unvested Shares or Vested Shares shall mean both Unvested Shares and Vested Shares, provided that the Optionee remains without distinction. In addition, in the “Continuous Service” (as defined event the Company’s Repurchase Option is triggered pursuant to Section 6 below) , and the Company elects not to exercise its option for the repurchase of any or all of the Unvested Shares, then upon the expiration of the Repurchase Option Period, any and all Option Shares not repurchased by the Company or shall become Vested Shares. The Board may, in its discretion, accelerate any of its Subsidiaries through the applicable foregoing vesting date: Vesting Date Number of Shares Subject dates. The foregoing rights are cumulative and (subject to Sections 4 or 5 hereof if the Option that will become vested: March 1, 2012 One-third of Employee ceases to be employed by the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option Company) may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) only before the date the Option terminates and which is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) ten years from the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:option grant.

Vesting. Except as otherwise provided in this Grant Agreementparagraph 2(d), this Option (to the extent not previously exercised) may be exercisedParticipant’s interest in the Restricted Stock Units shall vest and become non-forfeitable, so long as the Participant remains in whole the continuous employ of the Company or in part, on a cumulative basisan Affiliate from the Date of Award, with respect to 50% of the Shares shares of Common Stock subject to this Restricted Stock Unit on the first anniversary of the Date of Award, with respect to 25% of the shares of Common Stock subject to this Restricted Stock Unit on the second anniversary of the Date of Award and with respect to the remaining 25% of the shares of Common Stock subject to this Restricted Stock Unit on the third anniversary of the Date of Award; provided that no fraction of a share shall become vested on the first or second anniversaries of the Date of Award, with the amount of shares becoming vested on such anniversaries being rounded down to the nearest whole number of shares that will vest on such anniversary and the sum of such fractional shares not so vested on the first and second anniversaries becoming vested on the third anniversary of the Date of Award. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, shall vest upon the date of the earliest of the following events (i) the Participant’s death or (ii) the termination of the Participant’s employment on account of Disability; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. Restricted Stock Units that have become “vested” not vested in accordance with the following vesting schedulepreceding sentences of this paragraph 2(a) shall be forfeited, provided that and the Optionee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares Participant shall have no further rights with respect to which the Option may be exercised shall be rounded to Restricted Stock Units, upon the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service termination of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the OptioneeParticipant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or any termination of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that OptioneeParticipant’s Continuous Service with the Company or any employment on account of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:Disability.

Vesting. Except Grossly exceeding the "Company Annual Revenue" or "Stock Price" targets as otherwise provided of any of the annual target measurement dates, as detailed in the above Vesting Schedule, will not cause an acceleration of the vesting of these shares. The market price of the Company's shares shall not be a cause for default of payment of this Grant Agreement, this Option (Note by the Maker. All payments shall be made to Payee at address below or at such other place as the extent not previously exercised) Payee may from time to time designate. Any payments on account of principal and interest shall be exercised, applied first to interest as aforesaid and the remainder thereof shall be applied to principal. Maker shall have the privilege of paying the principal in whole or in partpart at any time, on and such payments may be made without penalty or premium; provided, however, that each payment shall be accompanied by any accrued interest then due. Presentment for payment or acceptance, and notice of dishonor of payment or acceptance, notice of protest and notice of any renewal, extension, modification or change of time, manner, place or terms of payment, are hereby waived by Maker or any endorsers, sureties and guarantors hereof. Any failure or delay of Payee to exercise any right hereunder shall not be construed as a cumulative basiswaiver of the right to exercise the same or any other right at any other time or times. The waiver by Payee of a breach or default of any provisions of this Note shall not operate or be construed as a waiver of any subsequent breach or default thereof. Maker agrees to reimburse Payee for all costs and expenses, with respect including reasonable attorneys' fees, incurred by Payee to enforce the provisions hereof and collect Maker's obligations hereunder. This Note shall be construed according to, and shall be governed by the laws of the Commonwealth of Pennsylvania. The provisions of this Note shall be deemed severable, so that if any provisions hereof is declared invalid under the laws of any state where it is in effect, or of the United States, all other provisions of this Note shall continue in full force and effect. This Note shall be binding upon the successors and assigns of the Maker, and shall inure to the Shares that have become “vested” in accordance with benefit of and be enforceable by the following vesting scheduleheirs, provided that the Optionee remains in the “Continuous Service” (as defined below) personal representatives, successors and assigns of the Company Payee or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:other Payee thereof.

Vesting. Except The Parties hereby agree that as otherwise provided in this Grant Agreement, this Option of the earlier of (to i) termination of the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” Consulting Agreement (as defined below) and (ii) the end of the Company or any term of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject Consulting Agreement, contingent upon and subject to the Option effectiveness of this Agreement, Employee shall receive accelerated vesting with respect to that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Dateof Company Common Stock underlying the Stock Agreements that Employee would have vested in during the twelve (12) month period following the termination of the Consulting Agreement or the end of the term of the Consulting Agreement, whichever occurs first, had Employee continued to vest during such period (the “Accelerated Shares”). For the avoidance of doubt, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately Parties acknowledge and fully vested and exercisable in the event agree that (i) Employee shall be deemed to be a “Service Provider” (as such term is defined in the Optionee’s Continuous Service with Plan) during the Company and/or its Subsidiaries terminates due to term of the Optionee’s death or DisabilityConsulting Agreement, or (ii) that Employee’s status as a Change in Control occurs while “Service Provider” shall be continuous and uninterrupted during the Optionee is in period of his employment and through, and to the Continuous Service conclusion, of the Company term, or any earlier termination pursuant to Section 6 thereof, of its Subsidiaries. Notwithstanding anything contained herein the Consulting Agreement such that there shall be no change in Employee’s status as a “Service Provider” throughout this period, (iii) that Employee shall continue to vest in shares subject to the contrary, this Option may not be exercised with respect Stock Agreements during the term of the Consulting Agreement if and to any Shares on or after the earliest extent permitted under the terms of the Stock Agreements and (1iv) the date calculation of the Option terminates number of Accelerated Shares shall be based upon and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) performed as of the date on which the Optionee’s employment with the Company or any of its Subsidiaries Consulting Agreement is terminated for “Cause” (as defined below)or the end of the term of the Consulting Agreement, or (4) whichever occurs first, pursuant to the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below)provisions thereof. For purposes further avoidance of this Grant Agreementdoubt and to facilitate the calculation of the Accelerated Shares, the Parties acknowledge and agree that the Stock Agreements provide that Employee shall vest, subject to the terms thereof, in the following terms number of shares of the Company’s Common Stock on the following dates: (a) under the 2006 RSPA, Employee shall have vest in an additional 43,750 shares of Company Common Stock on August 31, 2008 and an additional 87,500 shares of Company Common Stock on August 31, 2009 and (b) under the assigned meanings:2007 RSPA, Employee shall vest in an additional 93,334 shares of Company Common Stock on June 11, 2008, an additional 93,333 shares of Company Common Stock on June 11, 2009 and an additional 93,333 shares of Company Common Stock on June 11, 2010.

Vesting. Except as (a) Unless the Plan Administrator otherwise provided determines in this Grant Agreementits sole discretion, this Option (subject to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” earlier vesting in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined belowSection 6 of this Agreement or Section 10.1(b) of the Company or any Plan, the Grantee will become vested as to that number of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject Restricted Stock Units (if any) that is equal to the Option that will become vested: March 1, 2012 One-third fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of Shares set forth on Exhibit A March 1Restricted Stock Units that are subject to this Agreement, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded down to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service number of such Restricted Stock Units on each of the Company or Vesting Dates indicated on Schedule I hereto, and upon the satisfaction of any other applicable restrictions, terms and conditions of its Subsidiaries. Notwithstanding anything contained herein to the contraryPlan and this Agreement, this Option may not be exercised any RSU Dividend Equivalents with respect to any Shares on or after the earliest of Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (1“Unpaid RSU Dividend Equivalents”) will become vested to the date extent that the Option terminates and is canceled Restricted Stock Units related thereto shall have become vested in accordance with this Grant Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (any such portion, (2) the expiration date set forth in Exhibit A (the an “Expiration DateUnvested Fractional Restricted Stock Unit”), (3) one additional Restricted Stock Unit will become vested on the date earliest succeeding Vesting Date on which the Optionee’s employment cumulative fractional amount of all Unvested Fractional Restricted Stock Units (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole Restricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes application of this Grant Agreement, sentence and the following terms shall have sentence. Any Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that vests pursuant to the assigned meanings:preceding sentence will thereafter cease to be an Unvested Fractional Restricted Stock Unit.

Vesting. Except The Employee is entitled to receive annually, but based on a quarterly calculation, a certificate of vesting from the Employer evidencing the completion of twelve months of service under this Agreement calculated from September 1, 1995, in the form attached hereto as otherwise Exhibit A, which the Employee shall deliver to the Pledge Holder, as provided in this Grant the Stock Pledge Agreement, this Option (along with certain other documents pursuant to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) terms of the Company Restricted Stock Purchase Agreement in order to transfer, assign or any convey Shares purchased under the Restricted Stock Purchase Agreement. Upon the expiration of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March one year from September 1, 2012 One1995, and delivery of a certificate of vesting together with other required documents, the Employee shall have the right to dispose of one-third of the total number of Shares set forth on Exhibit A March 1and shall be obligated to pay, 2013 Oneor otherwise satisfy, one-third of the total number principal amount of the Promissory Note plus interest, if any, pursuant to the Restricted Stock Purchase Agreement and related Promissory Note. Such right to dispose of a percentage of Shares set forth and corresponding duty to pay, or otherwise satisfy, amounts owed shall increase to two-thirds on Exhibit A March September 1, 2014 Remaining 1997. The Employee shall not have the right to dispose of all of the Shares set forth on Exhibit A To or the extent that a fractional number of shares become exercisable on any Vesting Dateobligation to pay, or otherwise satisfy, the number full principal amount and interest thereupon under the Promissory Note until September 1, 1998. Once any portion of the Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully has vested and exercisable in corresponding payments have been made pursuant to this paragraph, or under the Promissory Note, or the debt has been forgiven, such Shares are not subject to repurchase by the Employer. In the event that (i) the Optionee’s Continuous Service with Employee is terminated without cause pursuant to Article 6.4, upon the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service sale of the Company business or any a change in CEO and a portion of its Subsidiaries. Notwithstanding anything contained herein to the contraryShares has vested, this Option may but the corresponding payments under the Promissory Note have not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreementbeen made, the following terms Employee shall have a period of ten (10) days from such termination to make the assigned meanings:necessary payments under the Promissory Note. Failure to pay within thirty days shall subject the Shares to repurchase by the Employer.

Vesting. Except as Unless the Committee otherwise provided determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Grant Agreement, this Option (Agreement or Section 11.1(b) of the Plan and subject to the extent not previously exercised) may be exercisedlast paragraph of this Section 5, the Restricted Share Units shall become vested on the Vesting Date; provided that the Grantee continues to hold on the Vesting Date, in whole or in partGrantee’s name, all of the SHIP Shares received by Grantee from the Company under the Plan on a cumulative basisMarch 15, 2019 (the “SHIP Restriction”). On the Vesting Date, and upon the satisfaction of the SHIP Restriction and any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Shares Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined belowUnpaid RSU Dividend Equivalents”) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To vested to the extent that a fractional number of shares the Restricted Share Units related thereto shall have become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Agreement. Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a given date if his or her Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Grant Agreement, (2) Date and prior to the expiration date set forth in Exhibit A Vesting Date (the “Expiration Date”vesting or forfeiture of such Restricted Share Units to be governed instead by Section 6). In addition, in the event the Grantee is suspended (3with or without compensation) the date on which the Optionee’s employment or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s General Counsel due to an alleged violation of its Subsidiaries the Company’s Code of Business Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the General Counsel or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the Recovery Date, the Grantee dies, is disabled or is terminated without cause, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) or is terminated for “Cause” (as defined below), or (4) cause prior to the Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date that Optionee’s Continuous Service with of the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant AgreementSuspension Event, unless otherwise agreed by the following terms shall have the assigned meanings:Company.

Vesting. Except as otherwise provided (a) Subject to the Participant’s continued service on the Board through the applicable date or event, 100% of the Units shall become vested on the earliest of (such date, the “Vesting Date”): (i) the first anniversary of the Grant Date; (ii) the date of the annual shareholders’ meeting that next follows the Grant Date; or (iii) immediately prior to, but contingent upon the occurrence of, a Change in Control (which, solely for purposes of this Grant Agreement, this Option will have the meaning defined in the Policy); or (b) Notwithstanding anything to the extent not previously exercised) may be exercisedcontrary in Section 2(a), in whole or the event of the Participant’s Separation from Service (as defined in part, on the Policy) as a cumulative basis, with respect result of the Participant’s death prior to the Shares date the Units otherwise vest, a pro-rata portion of the unvested Units shall vest on the date of the Participant’s death, determined based on the number of days the Participant served on the Board from and after the Grant Date and prior to the Participant’s Separation from Service relative to the total number of days during the period beginning on the Grant Date and ending on the Vesting Date. (c) Upon the Participant’s Separation from Service for any reason, any Unit (or portion thereof) that have has not become “vested” vested on or prior to the effective date of such Separation from Service (including, for the avoidance of doubt, in accordance with the following vesting scheduleterms of Sections 2(a) or (b)) will then be forfeited immediately and automatically, provided that and the Optionee remains in Participant will have no further rights with respect thereto. (d) For purposes of the “Continuous Service” (Units, the Participant’s Separation from Service will be considered to occur as defined below) of the date the Participant is no longer actively providing Service to the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third Affiliate or Subsidiary (regardless of the total number reason for such termination and whether or not later found to be invalid or in breach of Shares set forth on Exhibit A March 1, 2013 One-third employment laws in the jurisdiction where the Participant is providing Service or the terms of the total number of Shares set forth on Exhibit A March 1Participant’s Service agreement, 2014 Remaining Shares set forth on Exhibit A To if any), and unless otherwise expressly provided in this Agreement or determined by the extent that a fractional number of shares become exercisable on any Vesting DateCompany, the number of Shares with respect Participant’s right to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable vest in the event that Units under the Plan, if any, will terminate as of such date and will not be extended by any notice period (i) e.g., the OptioneeParticipant’s Continuous period of Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death will not include any contractual notice period or Disability, any period of “garden leave” or (ii) a Change in Control occurs while the Optionee is similar period mandated under employment laws in the Continuous jurisdiction where the Participant is providing Service or the terms of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to Participant’s Service agreement, if any); the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms Committee shall have the assigned meanings:exclusive discretion to determine when the Participant is no longer actively providing Service for purposes of the Units (including whether the Participant may still be considered to be providing Service while on a leave of absence).

Vesting. Except as otherwise determined by the Committee in its sole discretion (subject to Section 23 of the Plan) or as otherwise provided in this Grant AgreementSection 3 or Section 9, this Option (to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised PSs covered hereby shall be rounded subject to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with achievement of the Company and/or its Subsidiaries terminates due to performance goals as set forth in the Optionee’s death or Disability, or Award Summary (the “Performance Goals”) as determined by the Committee and (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the OptioneeEmployee’s continued employment with the Company or any a subsidiary or affiliate through the vesting date indicated on the Award Summary (the “Vesting Date”). In the event the achievement of its Subsidiaries the Performance Goals is terminated for “Causebelow threshold” level, then all of the PSs will be forfeited; in the event that achievement of the Performance Goals is between “threshold” and “target” level, then no less than 25% and no more than 50% of PSs will vest; and in the event achievement of the Performance Goals is between “target” and “maximum” level, then no less than 50% and no more than 100% of the PSs will vest, in each case as set forth in the Award Summary and subject to the Employee’s continued employment through the Vesting Date as described in clause (as defined belowii) of the immediately preceding sentence. Upon the occurrence of an event constituting a Change in Control prior to the Vesting Date, notwithstanding anything to the contrary in Section 22(b) of the Plan, 50% of PSs outstanding (the “Target PSs”), or (4) and any dividend equivalents with respect thereto, shall no longer be subject to the date that OptioneePerformance Goals but shall remain outstanding, and thereafter the vesting of such Target PSs, and any dividend equivalents with respect thereto, shall be subject to the Employee’s Continuous Service continued employment with the Company or any a subsidiary or an affiliate through the Vesting Date, and the remaining 50% of its Subsidiaries terminates due PSs shall be forfeited; provided that, in the event of the Employee’s termination of employment following such Change in Control and prior to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreementthe Vesting Date, the following Target PSs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 9. Upon payment pursuant to the terms of the Plan, such awards shall have the assigned meanings:be cancelled.

Vesting. Except as otherwise determined by the Committee in its sole discretion (subject to Section 6 of the Plan) or as otherwise provided in this Grant AgreementSection 3 or Section 8, this Option (the vesting of RSUs covered hereby shall be subject to the extent Employee’s continued employment with or other provision of services to the Company or a subsidiary or affiliate through the applicable Vesting Date. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not previously exercised) may be exercisedconsidered a termination for purposes of this Agreement. The Employee shall be eligible to vest in one-third of the shares of Common Stock covered by this Agreement as set forth in the Award Summary on each of December 31, 2023, December 31, 2024 and December 31, 2025 (each, a “Vesting Date”). Upon the occurrence of an event constituting a Change in whole or Control, notwithstanding anything to the contrary in partSection 8 of the Plan, the RSUs outstanding on a cumulative basisthe date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding and thereafter the vesting of such RSUs, and any dividend equivalents with respect thereto, shall be subject to Employee’s continued employment with or provision of services to the Shares that have become “vested” Company or a subsidiary or an affiliate through each applicable Vesting Date as provided in this Section 3, at which time such RSUs shall vest and shall be paid in accordance with the following vesting scheduleterms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or RSUs, and any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject dividend equivalents with respect thereto, shall vest and shall be paid to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable provided in Section 8 in the event that (i) of the OptioneeEmployee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death termination of employment or Disability, or (ii) a services following such Change in Control occurs while and prior to a Vesting Date. Upon payment pursuant to the Optionee is in the Continuous Service terms of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contraryPlan, this Option may not such awards shall be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:cancelled.

Vesting. Except This Warrant shall become exercisable with respect to Warrant Shares (“vest”) as otherwise provided in this Grant Agreement, this Option follows: (i) with respect to the extent not previously exercised[ ](1) may be exercised, in whole or in partWarrant Shares, on the 31st day following the Demand Date if a cumulative basisDemand Registration Statement shall not have filed with the SEC by such date, (ii) with respect to an additional [ ] Warrant Shares, on the 121st day following the Demand Date, if a Demand Registration Statement shall not have been declared effective by the SEC by such date, (iii) with respect to an additional [ ] Warrant Shares, on the 151st day following the Demand Date, if a Demand Registration Statement covering the resale of the Shares shall not have been declared effective by the SEC by such date, and (iv) with respect to the remaining [ ] Warrant Shares, on the 181st day following the Demand Date, if a Demand Registration Statement covering the resale of the Shares shall not have been declared effective by the SEC by such date; provided, however, that have become “vested” notwithstanding the foregoing, the Warrant Shares shall vest in accordance with clauses (i)-(iv) above only to the following extent that, after giving effect to such vesting, such vesting schedule, provided that the Optionee remains will not result in the “Continuous Service” Holder (as defined belowtogether with its Affiliates) owning, holding or beneficially owning more than 9.9% of the Company Common Stock (the “Ownership Limit”), and at any time, and from time to time, if the Holder (together with its Affiliates) owns, holds or any of its Subsidiaries through beneficially owns a percentage less than the applicable vesting date: Vesting Date Number of Shares Subject Ownership Limit, then this Warrant shall thereafter continue to the Option that will become vested: March 1vest, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised first with respect to any Warrant Shares on or after the earliest of (1) the date the Option terminates and is canceled that would have vested in accordance with clauses (i)-(iii) above but for the Ownership Limit and second, otherwise in accordance with clauses (i)-(iii) above, but in each case, again, only to the extent that, after giving effect to such vesting, such vesting will not result in the Holder (together with its Affiliates) owning, holding or beneficially owning more than the Ownership Limit; provided further that no Warrant Shares shall “vest” and this Grant AgreementWarrant shall immediately terminate if in connection with the first Demand Request, (2a) a Demand Registration Statement is filed on or prior to the expiration date set forth in Exhibit A 31st day following the Demand Date and (b) such Demand Registration Statement has been declared effective by the “Expiration SEC prior to the 121st day following the Demand Date”), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:.

Vesting. Except as expressly provided in this Agreement, if the Committee determines that the Performance Goals for the Performance Period have been met and the other terms and conditions set forth in the AIP have been satisfied, you will be entitled to receive payment of Bonus Award Payment. Except as expressly provided in this Agreement, you will not be eligible to receive payment of the Bonus Award if you have not been continuously and actively been employed with Equinix or an Affiliate (the “Employer”) through the date of payment described under the heading “Payment” or any of the following circumstances apply on the date of payment without any further action by the Company or the Committee: • you are on a Performance Improvement Plan; • you are on notice (whether given or received) for a termination of employment with the Employer; • you on garden or similar non-paid leave; and/or • you have been suspended from your duties for any reason and/or are subject to ongoing proceedings. You will not be considered to be continuously and actively employed with the Employer once you have stopped providing services, notwithstanding any notice period mandated under the employment laws of the country where you reside (e.g., active employment would not include a period of “garden leave” or similar period pursuant to the employment laws of the country where you resides), unless otherwise determined by the Company on a country-by-country basis. Unless otherwise determined by the Committee, a leave of absence will not constitute a termination of continuous service. The Committee has the exclusive discretion to determine when you are no longer actively employed for purposes of the Bonus Award, subject to compliance with Section 409A of the Code. Payment Cash Payment - Any Bonus Payment Award that becomes payable in accordance with the terms under the heading “Vesting” will be paid in cash. Payment Timing - Except as otherwise provided in this Grant Agreementthe following sentence, this Option (to the extent not previously exercised) may Bonus Award Payment will be exercisedpaid as soon as practicable following the date the Committee determines the Performance Goal Attainment Factor and determines a Bonus Award has vested and is payable for the Performance Period. Payment Amount -The Committee retains the right, in whole its sole discretion, to modify the determination of the Performance Goal Attainment Factors (resulting in a reduction, an increase or in partelimination (including to zero) of, on a cumulative basis, with respect the amount of the Bonus Award Payment) to take into account recommendations of the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) Chief Executive Officer of the Company or any of its Subsidiaries through and/or such additional factors including qualitative factors, if any, that the applicable vesting date: Vesting Date Number of Shares Subject Committee may deem relevant to the Option that will become vested: March 1, 2012 One-third assessment of individual or corporate performance for the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole numberPerformance Period. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s New Hires - If you begin employment with the Company or any Employer following the commencement of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant AgreementPerformance Period, the following terms shall have amount of a Bonus Award Payment, if any, that becomes payable will be pro rated by multiplying the assigned meanings:Bonus Award Payment by the Participation Period Factor.

Vesting. Except as otherwise provided in this Grant Agreement(A) On the last day of the Measurement Period, this Option (the PRSU Shares stated on the Acceptance Page shall be adjusted pursuant to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (Specific Performance Goals as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1attached hereto, 2013 One-third of and after the adjustment, become the total number of the Vested Shares set forth on Exhibit A March 1that will be used to settle the PRSUs under section 1(d); provided, 2014 Remaining Shares set forth on Exhibit A To however that (x) if the extent that a fractional number of shares become exercisable on Recipient’s employment or engagement with the Company or any Subsidiary is terminated before the Vesting Start Date for any reason, (y) if the Recipient retires, dies or becomes Disabled before the Vesting Start Date, or (z) if a Sale Event5 takes place prior to the number Vesting Start Date and the surviving or acquiring entity or the new entity resulting from the Sale Event refuses to assume or continue the PRSUs or to substitute a similar equity award, the PRSUs shall be forfeited in their entirety and no distribution or payment of Shares any amount under such PRSUs shall ever be made to the Recipient. For clarity, any PRSUs, assumed, continued or substituted following the Sale Event (that takes place prior to the Vesting Start Date) will be subject to section 2(B) below. (B) Subject to the terms and conditions of this Agreement and the Plan and unless otherwise forfeited pursuant to section 3, following the Measurement Period, the PRSUs shall vest (that is, the Restricted Period with respect thereto shall terminate) pursuant to which the Option Vesting Schedule; provided, however, that the unvested PRSUs shall vest in full during the Vesting Period on the date, (a) immediately preceding the effective date of the Recipient’s Retirement as determined by the Committee in relation to the PRSUs: either (A) after reaching age 70 or (B) after reaching age 55 and having been employed or engaged by the Company or any Subsidiary for 15 years (provided that, if the Recipient retires after reaching age 56, for each year after age 55, the Recipient may be exercised work one year less for the Company or any Subsidiary, as Date”). The Committee’s determination shall be rounded final and binding on the Recipient. If the Recipient was determined by the Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification Date, he or she shall be considered a Specified Employee for the 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., from February 1st to the nearest whole numberfollowing January 31st), even if he or she is no longer employed or engaged by the Company on or after the Specified Employee Identification Date. Notwithstanding For the foregoing vesting schedulepurposes of this section 1(d), this Option a “Specified Employee” shall become immediately mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and fully vested has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and exercisable the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in the event that effect pursuant to Treas. Reg. § 1.409A-1(i) promulgated under Code (which is $175,000 for 2017). 5 A “Sale Event” shall mean (i) the Optionee’s Continuous Service with sale or other disposition of all or substantially all of the assets of the Company and/or its Subsidiaries terminates due or the Subsidiary that employs or engages the Recipient, including a majority or more of all outstanding stock of the Subsidiary, on a consolidated basis to the Optionee’s death one or Disabilitymore unrelated persons or entities, or (ii) a Change in Control occurs while Control, or (iii) the Optionee is sale or other transfer of outstanding Common Stock to one or more unrelated persons or entities (including by way of a merger, reorganization or consolidation in which the outstanding Common Stock are converted into or exchanged for securities of the successor entity) where the stockholders of the Company, immediately prior to such sale or other transfer, would not, immediately after such sale or transfer, beneficially own shares representing in the Continuous Service aggregate more than 50 percent of the voting shares of the acquirer or surviving entity (or its ultimate parent corporation, if any). For the purpose of sub-section (iii) of this definition, only voting shares of the acquirer or surviving entity (or its ultimate parent, if any) received by stockholders of the Company in exchange for Common Stock shall be counted, and any voting shares of the acquirer or any surviving entity (or its ultimate parent, if any) already owned by stockholders of its Subsidiaries. Notwithstanding anything contained herein the Company prior to the contrary, this Option may not transaction shall be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:disregarded.

Vesting. Except The shares shall vest as otherwise provided in this Grant Agreement, this Option (to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains set forth in the “Continuous Service” (as defined below) Notice of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event Grant; provided that (i) the Optionee’s Continuous Service with shares shall vest immediately upon the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs Disability of the Participant while the Optionee is in the Continuous Service of employed by the Company or any Affiliate, and (ii) in the event of its Subsidiaries. Notwithstanding anything contained herein the Participant’s Retirement then (A) any service-based vesting requirement shall be deemed fully satisfied if such Restricted Stock Award was made at least one full year prior to such termination of employment and (B) to the contraryextent performance vesting goals are established in respect of the shares, this Option may any shares as to which the restrictions on transferability shall not be exercised with respect already have lapsed shall vest at the end of the performance period to any Shares on or after the earliest of extent the performance vesting goals are satisfied; provided, to the extent (1) such performance vesting goals are not satisfied at the date end of the Option terminates and is canceled in accordance with this Grant Agreementperformance period, or (2) the expiration date set forth in Exhibit A (Committee determines before the end of the performance period such performance vesting goals will not be attained, such shares will be forfeited. For the purposes of this Paragraph D, “Expiration Date”)Disability” means a physical or mental condition that qualifies the Grantee for long-term disability benefits under a long-term disability plan maintained by the Company or an Affiliate employing the Grantee. For the purposes of this Paragraph D, (3) the date on which the Optionee’s “Retirement” means voluntary termination of employment with the Company or any and all Affiliates after (i) attaining age 65, (ii) qualifying for Rule of its Subsidiaries is terminated for “Cause” 80 retirement (as defined belowcombined age and years of service totaling 80), or (4iii) the date that Optionee’s Continuous Service with the Company or any attaining age 55 and completing 10 Years of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below)Service. For purposes of this Grant AgreementParagraph D, “Years of Service” means a Participant’s complete 12-month periods of continuous employment (excluding any periods in which the Participant incurs a break in service) with the Company and its Affiliates. A Participant’s Years of Service shall include employment by a predecessor employer whose stock or substantially all of whose assets are acquired by the Company, as determined by the Committee or its designee. Upon vesting, as described above in this Paragraph D, and within thirty (30) days thereafter, the following terms shares shall have be released (paid) to the assigned meanings:Participant free of the restrictions described in this Agreement.

Vesting. Except If conditions to vesting as otherwise provided specified in this Grant Agreement, this Option (to the extent Agreement are not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (satisfied as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number date(s), [unvested shares/deferred cash][the right to exercise a stock option] will be canceled. The vesting schedule of Shares Subject the Award is stated in the [Deferred Stock/Restricted Stock/Deferred Cash] Award Summary to which this Appendix is attached. If the vesting schedule provides for vesting in installments, the [shares subject to the Option that Award][right to exercise a stock option] will become vested: March 1, 2012 One-third of vest in the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect amounts (subject to which the Option may be exercised shall be rounded rounding) and pursuant to the nearest whole numberschedule so provided. Notwithstanding If all applicable conditions to vesting are satisfied, [the foregoing initial deferral amount, as adjusted to reflect interest accrued/notional gain (or loss) to the vesting scheduledate][shares subject to the Award] that vest thereby will no longer be subject to cancelation (except as provided in Section [6(f)], but Participant will not become entitled to receive such vested [shares][amounts] until their originally scheduled vesting date(s), unless Participant becomes entitled to an accelerated distribution upon the occurrence of events described in Section [6(b)(ii), (e) or (m)] of this Agreement]; [shares subject to a stock option ("Option shares") shall vest and become immediately and fully vested and exercisable in the event that installment amounts (isubject to rounding, in Citigroup's discretion) on the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date vesting dates set forth in Exhibit A (the “Expiration Date”)Stock Option Grant Summary, (3) or, if applicable, at such earlier times as provided for upon the date occurrence of the events described in Section [6] [SPECIFY APPLICABLE SUB-SECTIONS] of this Agreement]. Vesting and [distribution/payment/exercise] in each case are subject to receipt of the information necessary to make required tax payments and confirmation by Citigroup that all applicable conditions have been satisfied. Once Participant becomes entitled to receive [vested shares/deferred cash][shares acquired upon exercise of a stock option], [they will be distributed][the payment will be made] as soon as administratively practicable. All [distributions of shares][payments] pursuant to the Award will be net of any [shares][funds] withheld for taxes.] Vesting is conditioned on which the Optionee’s Participant's continuous employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined up to and including the scheduled vesting date, unless otherwise provided below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:.

Vesting. Except as otherwise determined by the Committee in its sole discretion (subject to Section 23 of the Plan) or as otherwise provided in this Grant AgreementSection 3 or Section 9, this Option (to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised PSs covered hereby shall be rounded subject to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with achievement of the Company and/or its Subsidiaries terminates due to performance goals as set forth in the Optionee’s death or Disability, or Award Summary (the “Performance Goals”) as determined by the Committee and (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the OptioneeEmployee’s continued employment with the Company or a subsidiary or affiliate through December 31, 2021 (the “Vesting Date”). In the event the achievement of the Performance Goals is "below threshold" level, then all of the PSs will be forfeited; in the event that achievement of the Performance Goals is between "threshold" and "target" level, then no less than 50% and no more than 100% of the Target PSs will vest; and in the event achievement of the Performance Goals is between "target" and "maximum" level, then no less than 100% and no more than 200% of the Target PSs will vest, in each case as set forth in the Award Summary and subject to the Employee's continued employment through the Vesting Date as described in clause (ii) of the immediately preceding sentence. Upon the occurrence of an event constituting a Change in Control prior to the Vesting Date, notwithstanding anything to the contrary in Section 22(b) of the Plan, the Performance Goals shall be deemed achieved at target level, but thereafter the PSs, and any dividend equivalents with respect thereto, shall remain outstanding and thereafter the vesting of its Subsidiaries is terminated for “Cause” (as defined below)such PSs, or (4) and any dividend equivalents with respect thereto, shall be subject to the date that OptioneeEmployee’s Continuous Service continued employment with the Company or a subsidiary or an affiliate through the Vesting Date, at which time such PSs shall be paid in cash in accordance with Section 22(f) of the Plan at the earliest time set forth in Section 22(c) of the Plan that will not trigger tax or penalty under Section 409A of the Code, as determined by the Committee; provided that such PSs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 9 in the event of its Subsidiaries terminates due the Employee’s termination of employment following such Change in Control and prior to Optioneethe Vesting Date or in the event such Change in Control occurs following a termination of the Employee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below)employment. For purposes Upon payment pursuant to the terms of this Grant Agreementthe Plan, the following terms such awards shall have the assigned meanings:be cancelled.

Vesting. Except as otherwise provided in this Grant Agreement, the restrictions described in Section 2 of this Option Agreement will lapse at such times and on such dates (each, a “Vesting Date”) as are prescribed by the terms of the grant; provided, that, the Grantee is still employed or performing services for the Company on each such Vesting Date. In the event of the Grantee’s termination of employment or service prior to the extent not previously exerciseddate that all of the Restricted Stock is vested, except as otherwise provided in this Agreement, all Restricted Stock still subject to restriction shall be forfeited. (a) may be exercisedIf the Grantee’s termination of employment or service is due to death and such death occurs prior to the date that all of the Restricted Stock is vested, in whole or in part, on a cumulative basis, all restrictions will lapse with respect to 100% of the Shares Restricted Stock still subject to restriction on the date of death. (b) If the Grantee’s termination of employment or service is due to Disability (as defined in herein) or Retirement (as defined herein) and such Disability or Retirement, as the case may be, occurs prior to the date that all of the Restricted Stock is vested, the Grantee shall be treated, for purposes of this Agreement only, as if his/her employment or service continued with the Company until the date that all restrictions on the Restricted Stock have become lapsed (the “vested” Extension Period”) and such Restricted Stock will vest in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares schedule set forth on Exhibit A March 1herein; provided, 2013 One-third of that, if the total number of Shares set forth on Exhibit A March 1Grantee dies during the Extension Period and the Restricted Stock has not been forfeited in accordance with Section 4(c), 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares all restrictions will lapse with respect to which 100% of the Option may be exercised Restricted Stock still subject to restriction on the date of death. “Disability” shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that mean (i) if the OptioneeGrantee’s Continuous Service employment with the Company and/or its Subsidiaries terminates due is subject to the Optionee’s death terms of an -2- employment or other service agreement between such Grantee and the Company, which agreement includes a definition of “Disability”, or the term “Disability” shall have the meaning set forth in such agreement during the period that such agreement remains in effect; and (ii) in all other cases, the term “Disability” shall mean a Change in Control occurs while physical or mental infirmity which impairs the Optionee is in Grantee’s ability to perform substantially his or her duties for a period of one hundred eighty (180) consecutive days. “Retirement” shall mean the Continuous Service of Grantee’s resignation from the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s sum of his/her (i) full years of age (measured as of his/her last birthday preceding the date of termination of employment or service) and (ii) full years of service with the Company (or any parent or subsidiary) measured from his date of its Subsidiaries is terminated for “Cause” hire (as defined belowor re-hire, if later), is equal at least seventy (70); provided, that, the Grantee must have attained at least the age of sixty (60) and completed at least five (5) full years of service with the Company (or any parent or subsidiary) prior to the date of his/her resignation. Any disputes relating to whether the Grantee is eligible for Retirement under this Agreement, including, without limitation, his years’ of service, shall be settled by the Committee in its sole discretion. (4c) If the Grantee’s termination of employment or service is for any other reason and such termination occurs prior to the date that Optionee’s Continuous Service all of the Restricted Stock is vested, the Restricted Stock still subject to restriction shall automatically be forfeited upon such cessation of employment or services. (d) The terms “Disability” and “Retirement” are used herein with the respective meanings for such terms set forth herein, notwithstanding that different definitions for such terms may be set forth in the Plan. The term “Company” as used in this Agreement with reference to employment or service of the Grantee shall include the Company or any of and its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (parent and subsidiaries, as defined below)appropriate. For purposes of this Grant Agreement, the following terms shall have the assigned meanings:4.

Vesting. Except Subject to Sections 4 and 6 below, and pursuant to the terms of this Agreement and the Plan (and as otherwise provided in this Grant Agreementsummarized on Exhibit A attached hereto), this Option (the Restricted Stock Units shall be eligible to vest and no longer be subject to Restrictions as of the Vesting Date to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares MSCI Index Relative Performance goals set forth on Exhibit A March 1, 2013 One-third of attached hereto are satisfied for the total number of Shares Performance Period (as may be modified for Absolute Total Shareholder Return as set forth on Exhibit A March 1, 2014 Remaining Shares set forth A) (each such term as defined below or on Exhibit A To A), subject to the extent that a fractional number Awardee being an employee of shares become exercisable on any the Company or an Affiliate thereof through the Vesting Date. As soon as reasonably practicable following the end of the Performance Period (but in no event later than thirty (30) days after the end of the Performance Period), the Committee shall determine (such date of determination by the Committee, the “Vesting Date”) the Company TSR Percentage, the MSCI Index TSR Percentage, the MSCI Index Relative Performance, the Vesting Percentage, the Absolute Total Shareholder Return and the number of Shares Restricted Stock Units subject hereto that have become vested and no longer subject to Restrictions as of the Vesting Date (with any fractional Restricted Stock Unit rounded as determined by the Company). Any Restricted Stock Units subject hereto that have not become vested and no longer subject to Restrictions as of the Vesting Date for any reason shall immediately be forfeited as of such date without consideration therefor, and the Awardee shall have no further right or interest in or with respect to which the Option may be exercised shall be rounded to the nearest whole numbersuch Restricted Stock Units. Notwithstanding the foregoing vesting scheduleforegoing, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due a Change of Control occurs prior to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service end of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to Performance Period and the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled Awardee remains in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s continued employment with the Company or any an Affiliate thereof until at least immediately prior to the Change of its Subsidiaries Control, a number of Restricted Stock Units equal to the product of (x) the number of then-outstanding Restricted Stock Units multiplied by (y) the Vesting Percentage calculated assuming that the MSCI Index Relative Performance for the Performance Period is terminated for “Cause” attained at Target Level (as defined below), or set forth on Exhibit A) (4with any fractional Restricted Stock Unit rounded as determined by the Company) shall automatically become fully vested and no longer subject to Restrictions as of the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below)such Change of Control. For purposes of this Grant Agreement, the following terms shall have the assigned meaningstheir respective meanings set forth below:

Vesting. Except as otherwise determined by the Committee in its sole discretion (subject to Section 23 of the Plan) or as otherwise provided in this Grant AgreementSection 3 or Section 9, this Option (to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised PSs covered hereby shall be rounded subject to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with achievement of the Company and/or its Subsidiaries terminates due to performance goals as set forth in the Optionee’s death or Disability, or Award Summary (the “Performance Goals”) as determined by the Committee and (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the OptioneeEmployee’s continued employment with the Company or a subsidiary or affiliate through the vesting date indicated on the Award Summary (the “Vesting Date”). In the event the achievement of the Performance Goals is "below threshold" level, then all of the PSs will be forfeited; in the event that achievement of the Performance Goals is between "threshold" and "target" level, then no less than 50% and no more than 100% of the Target PSs will vest; and in the event achievement of the Performance Goals is between "target" and "maximum" level, then no less than 100% and no more than 200% of the Target PSs will vest, in each case as set forth in the Award Summary and subject to the Employee's continued employment through the Vesting Date as described in clause (ii) of the immediately preceding sentence. EXHIBIT 10.6(a)(v) Upon the occurrence of an event constituting a Change in Control prior to the Vesting Date, notwithstanding anything to the contrary in Section 22(b) of the Plan, the Performance Goals shall be deemed achieved at target level, but thereafter the PSs, and any dividend equivalents with respect thereto, shall remain outstanding and thereafter the vesting of its Subsidiaries is terminated for “Cause” (as defined below)such PSs, or (4) and any dividend equivalents with respect thereto, shall be subject to the date that OptioneeEmployee’s Continuous Service continued employment with the Company or a subsidiary or an affiliate through the Vesting Date, at which time such PSs shall be paid in cash in accordance with Section 22(f) of the Plan at the earliest time set forth in Section 22(c) of the Plan that will not trigger tax or penalty under Section 409A of the Code, as determined by the Committee; provided that such PSs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 9 in the event of its Subsidiaries terminates due the Employee’s termination of employment following such Change in Control and prior to Optioneethe Vesting Date or in the event such Change in Control occurs following a termination of the Employee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below)employment. For purposes Upon payment pursuant to the terms of this Grant Agreementthe Plan, the following terms such awards shall have the assigned meanings:be cancelled.

Vesting. Except as otherwise provided This award of Restricted Stock shall vest [vesting schedule varies by award]. The restrictions set forth in this Grant paragraph shall apply to Restricted Stock until the Restricted Stock vests. Subject to the provisions of this Restricted Stock Agreement, this Option (the grant of Restricted Stock may not be revoked. The Employee shall not have a beneficial ownership interest in, or any of the rights and privileges of a stockholder as to, such Restricted Stock, including the right to receive dividends and the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect right to the Shares that have become “vested” vote such Restricted Stock until such Restricted Stock vests in accordance with the following vesting scheduleterms of this Restricted Stock Agreement. An account established by the Company on behalf of the Employee shall be credited with the amount of all dividends that would have been paid on the shares of Restricted Stock if such shares were actually held by the Employee (“Dividend Equivalents”). Notwithstanding the foregoing, provided that the Optionee remains in Employee shall not be entitled to delivery of the “Continuous Service” (as defined below) stock certificate or Dividend Equivalents on the Restricted Stock until the shares have vested; the Restricted Stock may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of until vested; all of the unvested Restricted Stock shall be forfeited and all rights of the Employee to such unvested Restricted Stock shall terminate without further obligation on the part of the Company or any under the circumstances set forth in the next paragraph; and all unvested Restricted Stock shall vest under the circumstances set forth in the next paragraph. Any unvested portion of its Subsidiaries through the applicable vesting date: Vesting Date Number award of Shares Subject to the Option that Restricted Stock will become vested: March 1fully earned, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable distributable in the event that a Employee dies or becomes permanently and totally disabled. In order to earn and vest in the award of Restricted Stock, the Employee must at the time of vesting either (i) remain employed as an active, regular, full-time employee through the Optionee’s Continuous Service with vesting date, (ii) have retired at age 55 or older; (iii) qualify for severance under the Company and/or its Subsidiaries terminates due to the Optionee’s death or DisabilityXXXXXX X. XXXXXXXXX & CO. XXXXXXXXX PAY PLAN, or (iiiv) have been terminated by the Company for any reason other than for cause. Termination “for cause” shall include a Change in Control occurs while termination based on management’s determination that the Optionee is in Employee has: • Committed any dishonest or fraudulent act to the Continuous Service detriment of the Company Company; • Been convicted of any felony or any of its Subsidiaries. Notwithstanding anything contained herein crime involving moral turpitude; • Been insubordinate; • Failed to perform his or her duties to the contrary, this Option may not be exercised with respect to expectation of management; • Violated any Shares on policy or after procedure established by management; or • Lost any professional licenses required for the earliest performance of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the OptioneeEmployee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:duties.

Vesting. (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved and certified in accordance with Section 3, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the Performance Period End Date (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Vesting Date. (b) Except as otherwise provided set forth in this Grant AgreementSection 4(c) below, this Option (if the Participant’s employment is terminated for any reason prior to the extent not previously exercised) may be exercisedVesting Date, in whole or in part, on a cumulative basis, then all rights of the Participant with respect to the Shares PSUs that have become “vested” not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in accordance with respect of vested PSUs on an after tax basis or an amount in cash equal to the following vesting schedulefair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, provided that and neither the Optionee remains Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the “Continuous Service” (as defined below) of Participant’s employment is terminated by the Company or any of its Subsidiaries through direct and indirect subsidiaries or such other company as designated by the applicable vesting date: Vesting Date Number Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately Control and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein Participant executes and delivers to the contrary, this Option Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may not be exercised with respect to any Shares on or after specified by the earliest of (1) the date the Option terminates and is canceled Employing Company in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”applicable law), (3) then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on which the OptioneeShare Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Vesting Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below)) shall be eligible to vest on the original Vesting Date, or (4) subject to the date that Optionee’s Continuous Service with achievement and certification of the Company or any of its Subsidiaries terminates due Performance Goals as described in Section 3 and based on the applicable Share Delivery Factor calculated pursuant to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined belowSection 3(a). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:2

Vesting. Except as otherwise provided in Sections 2(b) and 2(c) below and to the extent not previously vested or forfeited as provided herein, the Units shall vest on a date as determined by the Committee after termination of the Performance Period (as defined below) and certification of performance by the Committee, but no later than March 15, 2027 (the “Date of Issuance”). On the Date of Issuance, the Units shall vest, and the Shares shall become issuable as determined based on the Company’s Adjusted ROTCE and Growth of Tangible Book Value Per Share Plus Common Dividends, each as defined on Appendix A, relative to the Peer Group, as defined on Appendix B, over a three-year performance period beginning on January 1, 2024 and ending on December 31, 2026 (the “Performance Period”) as certified by the Committee following the end of the Performance Period. The number of Units that shall vest and the number of Shares that shall become issuable on the Date of Issuance shall be determined as set forth on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall be reduced in the event that Adjusted ROTCE for one or more fiscal years in the Performance Period is less than or equal to zero, as provided on Appendix A. The number of Units vesting and the number of Shares that shall become issuable on the Date of Issuance shall also be subject to reduction in accordance with section 12 below. With respect to any Units that have vested on the Date of Issuance, the Shares related thereto shall be issued to you, in settlement of such vested Units, on such Date of Issuance. Dividends will be accrued and paid out as additional shares at the time of the award as provided in Section 6 below. All Units, including your rights thereto and to the underlying Shares, which do not vest on or before the Date of Issuance, as provided in this Grant AgreementSection 2, this Option shall immediately be forfeited as of such Date of Issuance (to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, forfeited as provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”herein), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:.

Vesting. Except as otherwise provided in this Grant Agreement, this Option (to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, The Options will vest and become exercisable with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” twenty-five percent (as defined below25%) of the Options subject to each of the Tranche 1 Options, Tranche 2 Options and Tranche 3 Options, on each of the first four anniversaries of the Grant Date (each, a “Vesting Date”), subject to the Grantee’s continued Employment on each applicable Vesting Date.[Notwithstanding the foregoing, if the Grantee incurs a termination of Employment by the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number or Affiliates without Cause (other than as a result of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) any then-unvested Options that are scheduled to vest within 12 months following the date on which the Optionee’s employment with Grantee is notified in writing of such termination by the Company or any of its Subsidiaries is terminated or Affiliates (the “Notification Date”) will remain outstanding and continue to vest on the applicable Vesting Date next following the Notification Date as if the Grantee had remained Employed through such Vesting Date. For the avoidance of doubt, the foregoing provision shall apply without duplication of benefits for “Cause” any period of the Grantee’s service following the Notification Date and prior to the Termination Date (as defined below), including any contractual notice period or (4) any period of “garden leave” or similar period mandated under employment or other laws in the jurisdiction where the Grantee is employed or otherwise rendering services or the terms of the Grantee’s employment or service agreement, if any.]For purposes of the Options, the Grantee’s Employment will be considered terminated as of the date that Optionee’s Continuous Service with the Grantee is no longer actively providing services to the Company or any one of its Subsidiaries terminates due or Affiliates (regardless of the reason for such termination and whether or not later found to Optioneebe invalid or in breach of employment laws in the jurisdiction where the Grantee is employed or the terms of the Grantee’s resignation or retirement that is not a employment agreement, if any) (the “Qualifying Retirement” (as defined belowTermination Date”). For purposes Unless otherwise expressly provided in this Award Agreement or the Plan or determined by the Company, (i) the Grantee’s right to vest in any unvested Options will be immediately forfeited without any consideration or payment therefor as of this Grant Agreementthe Termination Date, (ii) the period, if any, during which the Grantee may exercise the Options after the Termination Date will commence on such date, and (iii) the Termination Date will not be extended by any notice period (e.g., the following Grantee’s period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment or other laws in the jurisdiction where the Grantee is employed or otherwise rendering services or the terms of the Grantee’s employment or service agreement, if any). The Committee shall have the assigned meanings:exclusive discretion to determine when the Grantee is no longer actively providing services for purposes of the Option grant (including whether the Grantee may still be considered to be providing services while on a leave of absence). ​

Vesting. Except Subject to the Optionee’s not having a Termination of Relationship prior to the applicable vesting date and except as otherwise provided set forth in this Grant AgreementSection 7, this Option the Options shall become non-forfeitable and exercisable (any Options that shall have become non-forfeitable and exercisable pursuant to Section 4, the “Vested Options”) according to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” provisions: fifteen-percent (as defined below15%) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will Options shall become vested: March 1, 2012 One-third Vested Options on each of the total number of Shares set forth on Exhibit A March 1, 2013 One-third first and second anniversaries of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Grant Date, twenty-percent (20%) of the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option Options shall become immediately Vested Options on the third anniversary of the Grant Date and fully vested twenty-five percent (25%) of the Options shall become Vested Options on each of the fourth and exercisable in fifth anniversaries of the Grant Date. In the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to of a Termination of Relationship as a result of the Optionee’s death or Disability, the Option composing the next applicable tranche of Options which has not theretofore vested pursuant to the immediately preceding sentence shall become Vested Options, and the remaining Options which are not Vested Options shall be forfeited. In the event of the consummation of a Change in Control, each Option which has not theretofore become a Vested Option and which is scheduled to vest on each of the remaining vesting dates based on anniversaries of the Grant Date will vest upon the earlier of (i) the Optionee’s continued employment with the Company for 18 months after such Change in Control or (ii) a Change in Control occurs while the Optionee is in the Continuous Service Termination of Relationship by the Company or any its Subsidiaries without Cause (as defined in Section 22) or by the Optionee with Good Reason (as defined in Section 22), in each case within 18 months following the consummation of its Subsidiariessuch Change in Control. Notwithstanding anything contained herein In all cases involving the consummation of a Change in Control, Options shall otherwise continue to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled vest in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (terms of the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes first sentence of this Grant AgreementSection 4. Except as otherwise provided herein, the following terms shall have the assigned meanings:all unvested Options will immediately terminate upon a Termination of Relationship.

Vesting. Except as otherwise determined by the Committee in its sole discretion (subject to Section 23 of the Plan) or as otherwise provided in this Grant AgreementSection 3 or Section 9, this Option (to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised PSs covered hereby shall be rounded subject to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with achievement of the Company and/or its Subsidiaries terminates due to performance goals as set forth in the Optionee’s death or Disability, or Award Summary (the "Performance Goals") as determined by the Committee and (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s Employee's continued employment with the Company or a subsidiary or affiliate through December 31, 2020 (the "Vesting Date"). In the event the achievement of the Performance Goals is "below threshold" level, then all of the PSs will be forfeited; in the event that achievement of the Performance Goals is between "threshold" and "target" level, then no less than 50% and no more than 100% of the Target PSs will vest; and in the event achievement of the Performance Goals is between "target" and "maximum" level, then no less than 100% and no more than 200% of the Target PSs will vest, in each case as set forth in the Award Summary and subject to the Employee's continued employment through the Vesting Date as described in clause (ii) of the immediately preceding sentence. Upon the occurrence of an event constituting a Change in Control prior to the Vesting Date, notwithstanding anything to the contrary in Section 22(b) of the Plan, the Performance Goals shall be deemed achieved at target level, but thereafter the PSs, and any dividend equivalents with respect thereto, shall remain outstanding and thereafter the vesting of its Subsidiaries is terminated for “Cause” (as defined below)such PSs, or (4) and any dividend equivalents with respect thereto, shall be subject to the date that Optionee’s Continuous Service Employee's continued employment with the Company or a subsidiary or an affiliate through the Vesting Date, at which time such PSs shall be paid in cash in accordance with Section 22(f) of the Plan at the earliest time set forth in Section 22(c) of the Plan that will not trigger tax or penalty under Section 409A of the Code, as determined by the Committee; provided that such PSs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent provided in Section 9 in the event of its Subsidiaries terminates due the Employee's termination of employment following such Change in Control and prior to Optionee’s resignation the Vesting Date or retirement that is not in the event such Change in Control occurs following a “Qualifying Retirement” (as defined below)termination of the Employee's employment. For purposes Upon payment pursuant to the terms of this Grant Agreementthe Plan, the following terms such awards shall have the assigned meanings:be cancelled.

Vesting. Except as otherwise provided specified in this Grant AgreementSection 4, this Option (the Shares shall be subject to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the Shares that have become “vested” are granted hereby in accordance with the following vesting schedule, schedule provided that the Optionee remains Shares have not been forfeited to the Company prior to such date: Lapse Date Number of Restricted Shares as to Which Forfeiture Restrictions Lapse Notwithstanding the foregoing, if (a) the Holder’s employment or affiliation relationship with the Company and its Affiliates is terminated prior to the ___anniversary of the date hereof (i) due to the death or Disability of the Holder, (ii) by the Holder for Good Reason (applicable only if such term and manner of termination is specifically provided for in the “Continuous Service” Employment Agreement) or (iii) by the Company for any reason other than Cause (as defined belowin the Employment Agreement) then, in any such event, all Forfeiture Restrictions shall lapse on the date of termination of the Company Holder’s employment or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of affiliation relationship, or (b) there is a Corporate Change, then all Forfeiture Restrictions shall immediately lapse with respect to all Shares Subject subject to Forfeiture Restrictions. If, prior to the Option that will become vested: March 1, 2012 One-third ___anniversary of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Datedate hereof, the number Holder’s employment or affiliation relationship with the Company and its Affiliates terminates for any reason other than the Holder’s death or Disability, or is terminated by the Holder for any reason other than Good Reason or by the Company for Cause, any Forfeiture Restrictions that have not previously lapsed pursuant to the provisions of this Section 4 shall not lapse, and any Restricted Shares with respect to which the Option may be exercised Forfeiture Restrictions have not lapsed shall be rounded forfeited to the nearest whole numberCompany. Notwithstanding Upon the foregoing vesting schedulelapse of the Forfeiture Restrictions and the satisfaction by the Holder of any liability arising under Section 6 of this Agreement, this Option the Company shall become immediately deliver or cause to be delivered to the Holder a share certificate representing the Shares with respect to which Forfeiture Restrictions have lapsed, and fully vested and exercisable such Shares shall be transferable by the Holder (except to the extent that any proposed transfer would, in the opinion of counsel to the Company, constitute a violation of applicable securities laws). In the event that (i) the Optionee’s Continuous Service with any Restricted Shares are forfeited to the Company and/or its Subsidiaries terminates due pursuant to this Agreement, the forfeiture will be accomplished by the transfer of such Restricted Shares to the Optionee’s death Company or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service an Affiliate of the Company or any of its Subsidiaries. Notwithstanding anything contained herein pursuant to the contrary, this Option may not be exercised with respect to any Shares on or after Share Transfer Form and the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with payment by the Company or any such Affiliate to the Holder of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:US$1.00 in consideration thereof.

Vesting. Except 5.1 The RSUs with respect to ______________3 Common Shares will vest in substantially equal installments of 25% on each of the first four anniversaries of March 15 of the year of grant (each such anniversary, a “Vesting Date”), subject to Executive continuing to be Employed through each such Vesting Date except as otherwise provided in this Grant AgreementSection 5.1 (such RSUs, the “Time-Based RSUs”). For clarification purposes, the Time-Based RSUs granted pursuant to this Option Agreement shall have vested in full on March 15, 202[2][3][4]. Notwithstanding the foregoing, (i) in the event the Board determines that Executive will no longer serve as the Chief Executive Officer under the terms of the Employment Agreement and, as a result, Executive ceases to be Employed prior to the extent occurrence of one or more Vesting Dates applicable to the Time-Based RSUs, and (ii) the Board determines in its sole discretion that as of the date Executive ceases to be Employed (A) the Company has hired a new Chief Executive 2 The number of Common Shares underlying each grant will be equal to five million dollars ($5,000,000) divided by the then-current fair market value of a Common Share on the date of grant, as determined by the Board of Directors in good faith. 3 75% of the total grant. Officer, and (B) Executive has provided a transition plan and such assistance to the Company and such new Chief Executive Officer as the Board in its reasonable, good faith discretion believes is necessary and appropriate to ensure a smooth transition of the role (a “Qualifying Resignation”), the Time-Based RSUs for which a Vesting Date has not previously exercised) may otherwise occurred will become vested as of the date Executive ceases to be exercised, in whole or in part, on a cumulative basisEmployed (such date, with respect to such RSUs, also a “Vesting Date”); provided, that with respect to any Time-Based RSUs granted within the Shares that twelve (12) months immediately prior to the date Executive ceases to be Employed, only a pro rata portion of such Time-Based RSUs will become vested in accordance with this Section 5.1, which portion is equal to the number of months in which Executive was employed during the four (4) year vesting period applicable to such Time-Based RSUs divided by forty-eight (48). Following the occurrence of a Change in Control or a Liquidity Event, in either case in the event the Majority Stockholder as of the date of December 19, 2017 ceases to hold or have become “vested” the right to appoint or elect a majority of the seats on the Board, for purposes of making the determination under prong (ii) as to whether a Qualifying Resignation has occurred in accordance with the above, without otherwise limiting the foregoing, following vesting scheduleExecutive’s notice to the Board of his desire to step down from the role of Chief Executive Officer, provided Executive shall propose such candidates for the role as Executive deems appropriate and the Board shall take (or have taken) all commercially reasonable efforts to accommodate Executive’s request to step down from the role of Chief Executive Officer within a reasonable period of time following notice thereof, and shall consider (or have considered) any reasonable candidate(s) for the role of Chief Executive Officer in good faith (it being understood that the Optionee remains decision to and whom to appoint as a new Chief Executive Officer shall continue to be made by the Board in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”sole discretion), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:.

Vesting. Except as otherwise provided in Sections 5 and 6 of this Grant Agreement, this Option the restrictions on the Shares will lapse and the Shares will no longer be subject to forfeiture on the last day of the Period of Restriction, provided that both of the following conditions are met: (i) you have been continuously employed by the Company as Chief Executive Officer until the last day of the Period of Restriction and (ii) on or prior to the last day of the Period of Restriction the Compensation and Leadership Development Committee (the "Committee") has certified that the performance goals specified in Exhibit A to this Agreement (the "Performance Goals") have been satisfied and the Shares have been earned. To the extent the Performance Goals are not previously exercisedsatisfied (with the result that either no Shares or less than all Shares have been earned) by the end of the Period of Restriction, then the unearned Shares will be forfeited, effective as of the last day of the Period of Restriction. Early lapse of the forfeiture restrictions may be exercised, occur as described in whole or in part, on a cumulative basis, with respect to the Sections 6 and 7. Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares been earned and with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable Period of Restriction has lapsed in the event that (i) the Optionee’s Continuous Service accordance with the Company and/or its Subsidiaries terminates due preceding paragraph or Sections 6 or 7 are referred to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may as "Vested Shares." Shares that have not be exercised been earned and with respect to any Shares on or after which the earliest Period of (1) the date the Option terminates and is canceled Restriction has not lapsed in accordance with this Grant Agreement, the preceding paragraph or Sections 6 or 7 are referred to herein as "Unvested Shares." The Unvested Shares will vest (2and to the extent so vested cease to be Unvested Shares remaining subject to forfeiture) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment accordance with the Company preceding paragraph or any of its Subsidiaries is terminated for “Cause” (as defined below), Sections 6 or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below)7. For purposes of this Grant AgreementCollectively, the following terms shall have Unvested Shares and the assigned meanings:Vested Shares are referred to herein as the "Shares." All Vested Shares, including Unvested Shares that are accelerated in accordance with Sections 6 or 7, will be paid in shares of Puget Energy, Inc. common stock.

Vesting. The PSUs shall be performance based and shall vest at the end of the Performance Period based on the achievement of the performance goal as described on Exhibit X attached hereto (“Exhibit X”), and upon certification of achievement by the Compensation Committee. Upon a Change in Control, as defined in the Employment Agreement, the unvested PSUs shall be converted to a number of Restricted Stock Units equal to the number of Shares that would have vested on the date of the Change in Control based on the performance goals described in Exhibit X if the date of the Change in Control had been the last date of the Performance Period, and such Restricted Stock Units shall vest on the last date of the Performance Period, subject to your continued employment until the last day of the Performance Period and provided you are in continued compliance with the provisions of Section 6 of the Employment Agreement. Notwithstanding the foregoing, (i) in the event of a termination of your employment by the company without Cause or by you with Good Reason (as defined in Section 5(a)(3) of the Employment Agreement) (other than under the circumstances set forth in clause (ii) of this paragraph) you shall remain eligible to receive the pro rata number of PSUs, based on the percentage of the Performance Period during which you were employed, provided the performance goals are met on the date of termination as if the date of termination had been the last date of the Performance Period, such pro rata number of PSUs to vest at the end of the Performance Period, provided you are in continued compliance with the provisions of Section 6 of the Employment Agreement and (ii) in the event of a termination of your employment by the company without Cause or by you with Good Reason within 12 months after a Change in Control, the Restricted Stock Units into which the PSUs shall have converted pursuant to the preceding paragraph shall immediately vest on the Date of Termination, as defined in the Employment Agreement, and the shares covered thereby shall be distributed to you within thirty (30) days of the Date of Termination. Except as otherwise provided in this Grant Agreementthe preceding paragraph, this Option (in the event of a termination of your employment with the Company for any reason or for no reason prior to February 22, 2019, your then remaining unvested PSUs granted hereunder shall be forfeited and of no further force or effect. Payment Other than as provided in the immediately preceding Section as to conditions and timing of distribution of Common Stock with respect to PSUs vesting as a result of a termination of your employment and Section 8 of the Employment Agreement with regard to equity distributed as a result of your incurring a Separation from Service as an employee of the Company, any vested portion of the PSUs shall be distributed to you in shares of Common Stock on March 15 following the end of the Performance Period based upon a determination that the Company achieved the performance goal for the Performance Period. Dividends With respect to the extent not previously exercised) may be exercisedPSUs, you will have the right to receive dividend equivalents (in whole cash or in partkind, as the case may be) in respect of any dividend distributed to holders of Common Stock of record on a cumulative basisand after the Date of Award; provided, that any such dividend equivalents shall be subject to the same restrictions as the PSUs with regard to which they are issued, including without limitation, as to vesting (including accelerated vesting) and time of distribution. All such withheld dividends shall not earn interest, except as otherwise determined by the Administrator. You will not receive withheld dividends on any PSUs which are forfeited and all such dividends shall be forfeited along with the PSUs which are forfeited. Tax Withholding The Company shall have the right to withhold from your compensation an amount sufficient to fulfill its or its Affiliate’s obligations for any applicable withholding and employment taxes. Alternatively, the Company may require you, or you may elect, to pay to the Company the amount of any taxes which the Company is required to withhold with respect to the Shares that have become “vested” Shares, or, in accordance with the following vesting schedulelieu thereof, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company to retain or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total sell without notice a sufficient number of Shares set forth on Exhibit A March 1, 2013 One-third of to cover the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on amount required to be withheld. The Company may withhold from any Vesting Date, the number of Shares cash dividends paid with respect to which PSUs an amount sufficient to cover taxes owed, if any, as a result of the Option may be exercised dividend payment. The Company’s method of satisfying its withholding obligations shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable solely in the event that (i) discretion of the Optionee’s Continuous Service with the Administrator, subject to applicable federal, state, local and foreign laws. The Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) shall have a Change in Control occurs while the Optionee is lien and security interest in the Continuous Service of the Company or Shares and any of its Subsidiaries. Notwithstanding anything contained herein accumulated dividends to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:secure your obligations hereunder.

Vesting. Except as Unless the Committee otherwise provided determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Grant Agreement, this Option (Agreement or Section 11.1(b) of the Plan and subject to the extent not previously exercised) may be exercisedlast paragraph of this Section 5, the Restricted Share Units shall become vested on the Vesting Date; provided that the Grantee continues to hold on the Vesting Date, in whole or in partGrantee’s name, all of the SHIP Shares received by Grantee from the Company under the Plan on a cumulative basis________, 20__ (the “SHIP Restriction”). On the Vesting Date, and upon the satisfaction of the SHIP Restriction and any other applicable restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Shares Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined belowUnpaid RSU Dividend Equivalents”) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To vested to the extent that a fractional number of shares the Restricted Share Units related thereto shall have become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Agreement. Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a given date if his or her Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Grant Agreement, (2) Date and prior to the expiration date set forth in Exhibit A Vesting Date (the “Expiration Date”vesting or forfeiture of such Restricted Share Units to be governed instead by Section 6). In addition, in the event the Grantee is suspended (3with or without compensation) the date on which the Optionee’s employment or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s General Counsel due to an alleged violation of its Subsidiaries the Company’s Code of Business Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the General Counsel or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the Recovery Date, the Grantee dies, is disabled or is terminated without cause, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) or is terminated for “Cause” (as defined below), or (4) cause prior to the Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date that Optionee’s Continuous Service with of the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant AgreementSuspension Event, unless otherwise agreed by the following terms shall have the assigned meanings:Company.

Vesting. Except as otherwise provided All Executive Units are subject to the vesting provisions contained in this Grant AgreementArticle IV and, this Option (unless otherwise agreed between the LLC, Neenah, CVC and Executive, none of the Executive Units will be vested as of the date of acquisition thereof; provided, that for the avoidance of doubt, the Units acquired by Executive pursuant to the extent not previously exercised) may SAR Exchange Agreement shall be exercised, in whole or in part, on a cumulative basis, with respect subject to the Shares vesting provisions contained therein. So long as Executive shall have been employed by Neenah pursuant to Section 2.1 or shall have been performing the services requested of Executive, if any, pursuant to Section 2.5 through each anniversary (each, a "Vesting Date") of the date or dates on which any Executive Units are purchased or otherwise acquired by Executive (each, a "Purchase Date"), twenty percent of the total Executive Units acquired on any given Purchase Date shall vest in Executive as of such Vesting Date (such Executive Units which have so vested, the "Vested Units", and any Executive Units which have not so vested, the "Unvested Units") such that the total number of Executive Units acquired on any given Purchase Date shall have become “vested” Vested Units as of the fifth anniversary of each such Purchase Date assuming compliance with the preceding clause. If the Consulting Period terminates in accordance with its terms as a result of Neenah or Executive having given a Non- Continuation Notice, any Executive Units which are Unvested Units as of the last day of the Consulting Period shall continue to vest on each anniversary date of a Purchase Date, subject to earlier repurchase pursuant to Section 4.2, in accordance with the following vesting schedule, provided preceding sentence notwithstanding that the Optionee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may Executive shall no longer be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:employed by Neenah.

Vesting. Except as (a) Unless the Plan Administrator otherwise provided determines in this Grant Agreementits sole discretion, this Option (subject to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” earlier vesting in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined belowSection 6 of this Agreement or Section 10.1(b) of the Company or any Plan, the Grantee will become vested as to that number of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject Restricted Stock Units (if any) that is equal to the Option that will become vested: March 1, 2012 One-third fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of Shares set forth on Exhibit A March 1Restricted Stock Units that are subject to this Agreement, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded down to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service number of Restricted Stock Units on each of the Company or Vesting Dates indicated on Schedule I hereto, and upon the satisfaction of any other applicable restrictions, terms and conditions of its Subsidiaries. Notwithstanding anything contained herein to the contraryPlan and this Agreement, this Option may not be exercised any RSU Dividend Equivalents with respect to any Shares on or after the earliest of Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (1“Unpaid RSU Dividend Equivalents”) will become vested to the date extent that the Option terminates and is canceled Restricted Stock Units related thereto shall have become vested in accordance with this Grant Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (any such portion, (2) the expiration date set forth in Exhibit A (the an “Expiration DateUnvested Fractional Restricted Stock Unit”), (3) one additional Restricted Stock Unit will become vested on the date earliest succeeding Vesting Date on which the Optionee’s employment cumulative fractional amount of all Unvested Fractional Restricted Stock Units (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole Restricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes application of this Grant Agreement, sentence and the following terms shall have sentence. Any Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that vests pursuant to the assigned meanings:preceding sentence will thereafter cease to be an Unvested Fractional Restricted Stock Unit.

Vesting. Except as otherwise determined by the Committee in its sole discretion (subject to Section 6 of the Plan) or as otherwise provided in this Grant AgreementSection 3 or Section 8, this Option (the vesting of RSUs covered hereby shall be subject to the extent Employee’s continued employment with or other provision of services to the Company or a subsidiary or affiliate through the applicable Vesting Date. For the avoidance of doubt, the change of the Employee’s status from employee to non-employee member of the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not previously exercised) may be exercisedconsidered a termination for purposes of this Agreement. The Employee shall be eligible to vest in one-third of the shares of Common Stock covered by this Agreement as set forth in the Award Summary on each of December 31, 2024, December 31, 2025 and December 31, 2026 (each, a “Vesting Date”). Upon the occurrence of an event constituting a Change in whole or Control, notwithstanding anything to the contrary in partSection 8 of the Plan, the RSUs outstanding on a cumulative basisthe date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding and thereafter the vesting of such RSUs, and any dividend equivalents with respect thereto, shall be subject to the Shares that have become “vested” Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through each applicable Vesting Date as provided in this Section 3, at which time such RSUs shall vest and shall be paid in accordance with the following vesting scheduleterms of the Plan at the earliest time set forth in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or RSUs, and any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject dividend equivalents with respect thereto, shall vest and shall be paid to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable provided in Section 8 in the event that (i) of the OptioneeEmployee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death termination of employment or Disability, or (ii) a services following such Change in Control occurs while and prior to a Vesting Date. Upon payment pursuant to the Optionee is in the Continuous Service terms of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contraryPlan, this Option may not such awards shall be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:cancelled.

Vesting. Except The RSUs will vest on the “Vesting Date” set forth in this Award Agreement subject to your continued Service (including, for the avoidance of doubt, service as a consultant or advisor) with the Company or one of its Subsidiaries or Affiliates, except as otherwise provided set forth in the Plan or this Grant AgreementAward Agreement (including, this Option (without limitation, the section below titled “Termination”), and subject to forfeiture as set forth in the section below titled “Forfeiture of Unvested RSUs upon the Transfer of Related Shares.” Prior to the extent vesting and settlement of the RSUs, you will not previously exercised) may be exercised, in whole or in part, on have any rights of a cumulative basis, shareholder with respect to the RSUs or the Shares that have become “vested” subject thereto. Shares due to you upon vesting and settlement of the RSUs will be delivered in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) provisions of the Company or any section below titled “Settlement of its Subsidiaries through the applicable vesting date: Vesting Date Number of Vested RSUs.” However, no Shares Subject will be delivered pursuant to the Option that will become vested: March 1, 2012 One-third vesting of the total number RSUs prior to the fulfillment of Shares set forth on Exhibit A March 1, 2013 One-third all of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that following conditions: (i) you have complied with your obligations under this Award Agreement and the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or DisabilityPlan, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service vesting of the Company or any RSUs and the delivery of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised such Shares complies with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreementapplicable law, (2iii) the expiration date set forth in Exhibit A full payment (the “Expiration Date”), (3or satisfactory provision therefor) the date on which the Optionee’s employment with the Company or of any of its Subsidiaries is terminated for “Cause” Tax-Related Items (as defined below), or (4iv) the admission of the Shares to listing on all stock exchanges on which the Shares are then listed, (v) the completion of any registration or other qualification of the Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission (the “Commission”) or other governmental regulatory body, which the Committee shall, in its sole and absolute discretion, deem necessary and advisable, or if the offering of the Shares is not so registered, a determination by the Company that the issuance of the Shares would be exempt from any such registration or qualification requirements, (vi) the obtaining of any approval or other clearance from any state, federal or foreign governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable and (vii) the lapse of any such reasonable period of time following the date that Optionee’s Continuous Service the RSUs become payable as the Committee may from time to time establish for reasons of administrative convenience, subject to compliance with Section 409A of the Code. Until such time as the Shares are delivered to you (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), you will have no right to vote or receive dividends or any other rights as a shareholder with respect to such Shares, notwithstanding the vesting of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:RSUs.

Vesting. Except as otherwise provided in this Grant AgreementThis option shall vest and become exercisable evenly over four years, this Option (commencing on March 1, 2007, at the rate of 25% per year, subject to the extent not previously exercised) may be exercised, in whole or in part, your continued employment on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised . This option shall be rounded subject to acceleration of vesting and exercisability as provided in the nearest whole number. Notwithstanding Employment Agreement and you will receive credit for one additional year of service for determining your vesting and exercisability rights on the foregoing vesting schedule, this Option first date on which you have earned a “Threshold Supplemental Performance Bonus” and your right to exercise the option shall become immediately and fully vested and exercisable on the first date on which you have earned the “Maximum Supplemental Performance Bonus,” as each such term is defined in the Employment Agreement. Payment Methods Payment of the option price shall be made in U.S. dollars or in Common Stock of the Corporation valued at its fair market value, or in a combination of such Common Stock and cash, or by any other method as may be approved by the Compensation Committee or otherwise permitted under the Plan. However, payment may not be made with Common Stock unless stock has been held for at least six months. Payment shall be made to the Corporation at its corporate office, Castle Brands Inc., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: President. Conditions of Exercisability The exercise of your option is subject to the following terms and conditions: As a prerequisite to delivery of any stock certificates upon your exercise of an option granted hereunder, you shall give an undertaking and agree to the placing of such legends on your certificates as may be required by the Compensation Committee to assure compliance with any federal or state securities laws. The Common Stock purchased pursuant to the exercise of an option granted hereunder cannot be sold unless it has been registered under the Securities Act of 1933, as amended (the “Act”), or is subject to an exemption from registration under such Act. Except as provided below or in the Employment Agreement, you must be an employee or director of, or a consultant to the Corporation or one of its subsidiaries at the date of exercise and that employment, directorship or consultancy must have been continuous from the date hereof. For the purposes of the Plan, persons on company-authorized leaves of absence are considered employees; however, long-term disability is not considered employment. In the event that of a change of control of the Corporation your rights to exercise this option shall be governed by your employment agreement, or if not specifically addressed in your employment agreement or if you do not have an employment agreement, shall be governed by the Plan. In the event of (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s your death or Disability, or (ii) a Change in Control occurs the termination of your employment, directorship or consultancy by the Corporation for cause or without cause, by you or due to long-term disability while the Optionee is in the Continuous Service of the Company an active employee, director or any of its Subsidiaries. Notwithstanding anything contained herein consultant, your rights to the contrary, exercise this Option may not option shall be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s governed by your employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below)agreement, or (4) the date that Optionee’s Continuous Service with the Company if not specifically addressed in your employment agreement or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is if you do not a “Qualifying Retirement” (have an employment agreement, shall be as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meaningsfollows:

Vesting. Except The Restricted Shares shall become vested, as otherwise provided in this Grant Agreement, this Option (and to the extent not previously exercised) may be exercisedindicated below, in whole or in part, on a cumulative basis, with respect only if and to the Shares that have become “vested” in accordance extent the Service Condition is satisfied. The Service Condition is satisfied only if the Employee provides Continuous Service to the Company and/or any affiliate for the period beginning with the following vesting schedule, provided that Grant Date through the Optionee remains date described in the following Vesting Schedule: Continuous Service Date Percentage of Restricted Shares which are Vested Shares Prior to ___________ 0% ___________ ___________ On and after ___________ 33% 66% 100% The Employee shall be determined to have provided “Continuous Service” (as defined below) through the date specified in the Vesting Schedule above if the Employee continues in the employ of the Company or and/or any affiliate without experiencing a Termination of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1Employment, 2012 One-third regardless of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole numberreason. Notwithstanding the foregoing vesting scheduleforegoing, this Option shall become immediately and fully vested and exercisable in the event that Service Condition will be deemed satisfied as to all of the Restricted Shares if (ia) the Optionee’s Employee provides Continuous Service with to the Company and/or its Subsidiaries terminates due any affiliate following the Grant Date through the effective date of an involuntary Termination of Employment without Cause that occurs subsequent to any Change in Control; or (b) the Employee provides Continuous Service to the Optionee’s death or Disability, or (ii) Company and/or any affiliate following the Grant Date through the effective date of a Change in Control occurs while the Optionee is in the Continuous Service if, as a result of the Company Change in Control, the shares of stock then subject to this Award cease to be securities registered under Section 12 of the Securities Exchange Act of 1934. The Restricted Shares which have satisfied, or any are deemed to have satisfied, the Service Condition are herein referred to as the “Vested Shares.” Any portion of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may Restricted Shares which have not be exercised with respect to any become Vested Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) Paragraph C before or at the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optioneetime of Employee’s employment with the Company or any Termination of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms Employment shall have the assigned meanings:be forfeited.

Vesting. Except as otherwise provided This award of Restricted Stock shall vest [vesting schedule varies by award]. The restrictions set forth in this Grant paragraph shall apply to the Restricted Stock until the Restricted Stock vests. Subject to the provisions of this Agreement, this Option (the grant of Restricted Stock may not be revoked. The Employee shall not have a beneficial ownership interest in, or any of the rights and privileges of a stockholder as to, the Restricted Stock, including the right to receive dividends and the right to vote such Restricted Stock until such Restricted Stock vests and is issued or transferred to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” Employee in accordance with the following terms of this Agreement. An account established by the Company on behalf of the Employee shall be credited with the amount of all dividends that would have been paid on the shares of Restricted Stock if such shares were actually held by the Employee (“Dividend Equivalents”). Such Dividend Equivalents shall be subject to the same vesting scheduleconditions applicable to the Restricted Stock to which they relate, provided that and upon the Optionee remains vesting of a share of Restricted Stock, the Dividend Equivalents related to such share shall be paid to the Employee in cash, without earnings thereon. Notwithstanding the foregoing, the Employee shall not be entitled to delivery of the stock certificate representing the shares of Common Stock subject to the Restricted Stock award or to the Dividend Equivalents related to such shares until the shares have vested; the Restricted Stock may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of until vested; all of the unvested Restricted Stock shall be forfeited and all rights of the Employee to such unvested Restricted Stock shall terminate without further obligation on the part of the Company under the circumstances set forth in the “Continuous Service” next paragraph; and all unvested Restricted Stock shall vest under the circumstances set forth in the next paragraph. In order to earn and vest in the award of Restricted Stock, the Employee must at the time of vesting either (i) remain employed as defined below) an active, regular, full-time employee of the Company or any one of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while have been terminated by the Optionee is Company prior to such vesting date for any reason other than for cause; provided that any unvested portion of the award of Restricted Stock will become fully earned, vested and distributable in the Continuous Service of event the Company Employee dies or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates becomes permanently and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below)totally disabled. For purposes of this Grant Agreement, a termination “for cause” shall include a termination based on management’s determination that the following terms shall have Employee has: • Committee any dishonest or fraudulent act to the assigned meanings:detriment of the Company; • Been convicted of any felony or crime involving moral turpitude; • Been insubordinate; • Failed to perform his or her duties to the expectation of management; • Violated any policy or procedure established by management; or • Lost any professional licenses required for the performance of the Employee’s duties.

Vesting. Except Subject to Sections 4 and 6 below, and pursuant to the terms of this Agreement and the Plan (and as otherwise provided in this Grant Agreementsummarized on Exhibit A attached hereto), this Option (the Restricted Stock Units shall be eligible to vest and no longer be subject to Restrictions as of the Vesting Date to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares MSCI Index Relative Performance goals set forth on Exhibit A March 1, 2013 One-third of attached hereto are satisfied for the total number of Shares Performance Period (as may be modified for Absolute Total Shareholder Return as set forth on Exhibit A March 1, 2014 Remaining Shares set forth A) (each such term as defined below or on Exhibit A To A), subject to the extent that a fractional number || Awardee being an employee of shares become exercisable on any the Company or an Affiliate thereof through the Vesting Date. As soon as reasonably practicable following the end of the Performance Period (but in no event later than sixty (60) days after the end of the Performance Period), the Committee shall determine (such date of determination by the Committee, the “Vesting Date”) the Company TSR Percentage, the MSCI Index TSR Percentage, the MSCI Index Relative Performance, the Vesting Percentage, the Absolute Total Shareholder Return and the number of Shares Restricted Stock Units subject hereto that have become vested and no longer subject to Restrictions as of the Vesting Date (with any fractional Restricted Stock Unit rounded as determined by the Company). Any Restricted Stock Units subject hereto that have not become vested and no longer subject to Restrictions as of the Vesting Date for any reason shall immediately be forfeited as of such date without consideration therefor, and the Awardee shall have no further right or interest in or with respect to which the Option may be exercised shall be rounded to the nearest whole numbersuch Restricted Stock Units. Notwithstanding the foregoing vesting scheduleforegoing, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due a Change of Control occurs prior to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service end of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to Performance Period and the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled Awardee remains in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s continued employment with the Company or any an Affiliate thereof until at least immediately prior to the Change of its Subsidiaries Control, a number of Restricted Stock Units equal to the product of (x) the number of then-outstanding Restricted Stock Units multiplied by (y) the Vesting Percentage calculated assuming that the MSCI Index Relative Performance for the Performance Period is terminated for “Cause” attained at Target Level (as defined below), or set forth on Exhibit A) (4with any fractional Restricted Stock Unit rounded as determined by the Company) shall automatically become fully vested and no longer subject to Restrictions as of the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below)such Change of Control. For purposes of this Grant Agreement, the following terms shall have the assigned meaningstheir respective meanings set forth below:

Vesting. Except 5.1 The RSUs with respect to 3 Common Shares will vest in substantially equal installments of 25% on each of the first four anniversaries of March 15 of the year of grant (each such anniversary, a “Vesting Date”), subject to Executive continuing to be Employed through each such Vesting Date except as otherwise provided in this Grant AgreementSection 5.1 (such RSUs, the “Time-Based RSUs”). For clarification purposes, the Time-Based RSUs granted pursuant to this Option Agreement shall have vested in full on March 15, 202[3][4]. Notwithstanding the foregoing, (i) in the event the Board determines that Executive will no longer serve as the Chief Executive Officer under the terms of the Employment Agreement and, as a result, Executive ceases to be Employed prior to the extent occurrence of one or more Vesting Dates applicable to the Time-Based RSUs, and (ii) the Board determines in its sole discretion that as of the date Executive ceases to be Employed (A) the Company has hired a new Chief Executive 2 The number of Common Shares underlying each grant will be equal to five million dollars ($5,000,000) divided by the then-current fair market value of a Common Share on the date of grant, as determined by the Board of Directors in good faith. 3 75% of the total grant. Officer, and (B) Executive has provided a transition plan and such assistance to the Company and such new Chief Executive Officer as the Board in its reasonable, good faith discretion believes is necessary and appropriate to ensure a smooth transition of the role (a “Qualifying Resignation”), the Time-Based RSUs for which a Vesting Date has not previously exercised) may otherwise occurred will become vested as of the date Executive ceases to be exercised, in whole or in part, on a cumulative basisEmployed (such date, with respect to such RSUs, also a “Vesting Date”); provided, that with respect to any Time-Based RSUs granted within the Shares that twelve (12) months immediately prior to the date Executive ceases to be Employed, only a pro rata portion of such Time-Based RSUs will become vested in accordance with this Section 5.1, which portion is equal to the number of months in which Executive was employed during the four (4) year vesting period applicable to such Time-Based RSUs divided by forty-eight (48). Following the occurrence of a Change in Control or a Liquidity Event, in either case in the event the Majority Stockholder as of the date of December 19, 2017 ceases to hold or have become “vested” the right to appoint or elect a majority of the seats on the Board, for purposes of making the determination under prong (ii) as to whether a Qualifying Resignation has occurred in accordance with the above, without otherwise limiting the foregoing, following vesting scheduleExecutive’s notice to the Board of his desire to step down from the role of Chief Executive Officer, provided Executive shall propose such candidates for the role as Executive deems appropriate and the Board shall take (or have taken) all commercially reasonable efforts to accommodate Executive’s request to step down from the role of Chief Executive Officer within a reasonable period of time following notice thereof, and shall consider (or have considered) any reasonable candidate(s) for the role of Chief Executive Officer in good faith (it being understood that the Optionee remains decision to and whom to appoint as a new Chief Executive Officer shall continue to be made by the Board in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”sole discretion), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:.

Vesting. Except as otherwise provided in this Grant Agreement, this Option (to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that Participant’s continued Employment except as specifically provided herein or in the Plan, the PRSUs granted hereunder will become vested: March vest on January 1, 2012 One-third 2022 (the earliest of such date, the total number Participant’s Retirement and the occurrence of Shares set forth on Exhibit A March 1a Change of Control, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To “Vesting Date”). If the extent that a fractional number of shares become exercisable on any Participant’s Employment terminates before the Vesting Date, no amounts will be payable hereunder unless the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the OptioneeParticipant’s Continuous Service with Employment is terminated by the Company and/or its Subsidiaries terminates due to without Cause within 180 days before the Optionee’s Vesting Date, or on account of his or her death or Disability, in which case the Participant or (ii) the Participant’s estate will be entitled to retain a Change in Control occurs while the Optionee is in the Continuous Service pro rated number of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contraryPRSUs, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled which shall remain eligible for payment in accordance with this Grant Agreement, Section 5 below (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or including application of any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined belowPerformance Modifier). For purposes of this Grant Agreementthe foregoing, the following terms pro rated number of PRSUs the Participant or the Participant’s estate shall have be entitled to retain shall be calculated by multiplying the assigned meanings:total number of PRSUs awarded hereunder by a fraction, the numerator of which is the number of days worked since the beginning of 2019 and the denominator of which is the total number of days in the Vesting Period (i.e., the number of days between January 1, 2019 and January 1, 2022). Notwithstanding the foregoing, all outstanding PRSUs will fully vest upon the Participant’s Retirement or a Change of Control and will continue to be paid out in accordance with Section 5 below (including application of any Performance Modifier); provided, however, that if such Change of Control is a Qualified Change of Control, notwithstanding anything set forth in Section 5, payments made pursuant to Section 5 shall be made at the time(s) and in the same form of consideration as the consideration delivered to the Company’s Members in connection with such transaction.

Vesting. Except as (a) Unless the Plan Administrator otherwise provided determines in this Grant Agreementits sole discretion, this Option (subject to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” earlier vesting in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined belowSection 6 of this Agreement or Section 10.1(b) of the Company or any Plan, the Grantee will become vested as to that number of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject Restricted Stock Units (if any) that is equal to the Option that will become vested: March 1, 2012 One-third fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of Shares set forth on Exhibit A March 1Restricted Stock Units that are subject to this Agreement, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded down to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service number of Restricted Stock Units on each of the Company or Vesting Dates indicated on Schedule I hereto, and upon the satisfaction of any other applicable restrictions, terms and conditions of its Subsidiaries. Notwithstanding anything contained herein to the contraryPlan and this Agreement, this Option may not be exercised any RSU Dividend Equivalents with respect to any Shares on or after the earliest of Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (1“Unpaid RSU Dividend Equivalents”) will become vested to the date extent that the Option terminates and is canceled Restricted Stock Units related thereto shall have become vested in accordance with this Grant Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (any such portion, (2) the expiration date set forth in Exhibit A (the an “Expiration DateUnvested Fractional Restricted Stock Unit”), (3) one additional Restricted Stock Unit will become vested on the date earliest succeeding Vesting Date on which the Optionee’s employment cumulative fractional amount of all Unvested Fractional Restricted Stock Units (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole Restricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes application of this Grant Agreement, sentence and the following terms shall have sentence. Any Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that vests pursuant to the assigned meanings:preceding sentence will thereafter cease to be an Unvested Fractional Restricted Stock Unit.

Vesting. Except as otherwise provided in paragraph 2(c), the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable on the first date that one of the requirements in the following sentence is satisfied. The requirements of this Grant Agreementsentence are satisfied if the Participant remains in the continuous employ of the Company or an Affiliate from the Date of Award until the earliest of (i) the third anniversary of the Date of Award, this Option (ii) the date of the Participant’s death, (iii) the date of termination of the Participant’s employment on account of Disability, or (iv) the date of a Change in Control. In addition, except as provided in paragraph 2(c), a portion of the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable on the date of termination of the Participant’s employment by the Company without Cause (“Involuntary Termination”), if the date of Involuntary Termination precedes the occurrence of any of the events specified in clauses (i) through (iv) of the preceding sentence. In such event, the number of Restricted Stock Units that shall vest upon an Involuntary Termination shall be prorated (rounded up to the extent nearest whole unit) based on the ratio of the number of calendar months (rounded up to the nearest whole month) that the Participant has remained in the continuous employ of the Company or an Affiliate from the Date of Award through the date of the Involuntary Termination to a 36-month vesting period. Restricted Stock Units that have not previously exercisedvested in accordance with the preceding sentences of this paragraph 2(a) may shall be exercisedforfeited, in whole or in part, on a cumulative basis, and the Participant shall have no further rights with respect to the Shares that have become “vested” in accordance with Restricted Stock Units, upon the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) termination of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the OptioneeParticipant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or any Involuntary Termination or on account of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below)Disability. For purposes of this Grant Agreement, the following terms shall have Participant’s termination of employment by the assigned meanings:Company will be deemed to be an involuntary termination without “Cause” unless prior to such termination of employment the Committee determines that the Participant engaged in a Prohibited Activity (as defined in paragraph 2(c).

Vesting. Except as otherwise determined by the Committee in its sole discretion (subject to Section 23 of the Plan) or as otherwise provided in this Grant AgreementSection 3 or Section 9, this Option (the vesting of the PSs covered hereby shall be subject to the extent not previously exercisedachievement of the performance goals as set forth in the Award Summary (the “Performance Goals”) may be exercised, in whole or in part, on a cumulative basis, with respect as determined by the Committee. Subject to the Shares Employee’s continued employment through December 31, 2018 (the “Initial Vesting Date”), except as otherwise provided in Section 9, a number of PSs shall vest based on the product of (i) the percentage set forth in the Award Summary corresponding to the achievement of the applicable Performance Goals for fiscal 2017 through 2018 (the “Initial Percentage”), multiplied by (ii) 50% of the total number of PSs granted hereunder (the PSs that have become “vested” vest in accordance with this sentence, if any, the following vesting schedule“Initial Vested PSs”). In addition, subject to the Employee’s continued employment through December 31, 2019 (the “Final Vesting Date”), except as otherwise provided that in Section 9, a number of PSs shall vest based on the Optionee remains product of (1)(A) the percentage set forth in the “Continuous Service” Award Summary corresponding to the achievement of the applicable Performance Goals for fiscal 2017 through 2019, less (B) one-half of the Initial Percentage, multiplied by (2) the total number of PSs granted hereunder. For the avoidance of doubt, any PSs that do not vest pursuant to either of the immediately preceding two sentences shall be forfeited. Upon the occurrence of an event constituting a Change in Control prior to the Final Vesting Date, notwithstanding anything to the contrary in Section 22(b) of the Plan, the Post-CIC PSs (as defined below) of the Company or and any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject dividend equivalents with respect thereto, shall no longer be subject to the Option that will become vested: March 1Performance Goals but shall remain outstanding, 2012 Oneand thereafter the vesting of such Post-third of the total number of Shares set forth on Exhibit A March 1CIC PSs, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on and any Vesting Date, the number of Shares dividend equivalents with respect to which the Option may be exercised thereto, shall be rounded subject to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the OptioneeEmployee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s continued employment with the Company or a subsidiary or an affiliate through the Final Vesting Date, and any remaining PSs (other than any Initial Vested PSs) shall be forfeited; provided that, in the event of its Subsidiaries is terminated for “Cause” (as defined below)the Employee’s termination of employment following such Change in Control and prior to the Final Vesting Date, or (4) such Post-CIC PSs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the date that Optionee’s Continuous Service with extent provided in Section 9. Upon payment pursuant to the Company or any terms of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below)the Plan, such awards shall be cancelled. For purposes of this Grant Agreement, the Post-CIC PSs shall equal the product of (i) the total number of PSs granted hereunder, multiplied by (ii)(A) 50%, less (B) in the event the Change in Control occurs following terms shall have the assigned meanings:Initial Vesting Date, one-half of the Initial Percentage.

Vesting. (a) To the extent that the Performance Goals for the applicable Performance Period have been achieved and certified in accordance with Section 3, a number of PSUs granted under this PSU Agreement shall vest based on the applicable Share Delivery Factor on the Performance Period End Date (the “Vesting Date”); provided that the Participant remains in continuous employment with the Company or an Affiliate thereof through the Vesting Date. (b) Except as otherwise provided set forth in this Grant AgreementSection 4(c) below, this Option (if the Participant’s employment is terminated for any reason prior to the extent not previously exercised) may be exercisedVesting Date, in whole or in part, on a cumulative basis, then all rights of the Participant with respect to the Shares PSUs that have become “vested” not vested as of the date of termination shall immediately terminate without notice and without any compensation; provided, that upon the violation by the Participant of any provision of the Plan or this PSU Agreement, the PSUs shall terminate effective as of the date of such violation (rather than the date on which such violation comes to the attention of the Company) and the Participant shall be required to return to the Company the shares of Common Stock in accordance with respect of vested PSUs on an after tax basis or an amount in cash equal to the following vesting schedulefair market value of the shares of Common Stock in respect of vested PSUs as of the date of the Participant’s termination of employment. Any such unvested PSUs terminated pursuant to this Section 4(b) shall be forfeited without payment of any consideration, provided that and neither the Optionee remains Participant nor any of the Participant’s successors, heirs, assigns, or personal representatives shall thereafter have any further rights or interests in such unvested PSUs. (c) If (i) the “Continuous Service” (as defined below) of Participant’s employment is terminated by the Company or any of its Subsidiaries through direct and indirect subsidiaries or such other company as designated by the applicable vesting date: Vesting Date Number Administrator (each an “Employing Company”) without the Participant being a Bad Leaver or by the Participant for Good Reason, in either case within twelve months following a Change of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately Control and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein Participant executes and delivers to the contrary, this Option Employing Company (and does not revoke) a general release of claims in a form satisfactory to the Administrator within sixty (60) days following such termination (or such shorter period as may not be exercised with respect to any Shares on or after specified by the earliest of (1) the date the Option terminates and is canceled Employing Company in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”applicable law), (3) then all unvested PSUs shall immediately vest and shall be settled as soon as practicable after the date of such termination of employment based on which the OptioneeShare Delivery Factor calculated pursuant to Section 2. Subject, and in addition, to the foregoing, if the Participant’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (A) at the convenience of the Employing Company (which includes, but is not limited to, in connection with a reduction in force), as determined by the Administrator in its sole discretion, prior to the Vesting Date or (B) by reason of the Retirement of the Participant, and, in either case, not under circumstances giving rise to the Participant being a Bad Leaver or the Employing Company terminating the Participant’s employment where the Participant is a Bad Leaver and provided Participant executes and delivers to the Employing Company (and does not revoke) a general release of claims as described in (c)(ii) above, then the Pro-Rata Portion (as defined below) shall be eligible to vest on the original Vesting Date, subject to the achievement and certification of the Performance Goals as described in Section 3 and based on the applicable Share Delivery Factor calculated pursuant to Section 3(a), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:.

Vesting. Except as Unless the Committee otherwise provided determines in its sole discretion, subject to earlier vesting in accordance with Section 6 of this Grant Agreement, this Option (Agreement or Section 11.1(b) of the Plan and subject to the extent not previously exercised) may be exercisedlast paragraph of this Section 5, in whole or in part, on a cumulative basis, with respect to the Shares that have Restricted Share Units shall become “vested” vested in accordance with the following vesting scheduleschedule (each date specified below being a Vesting Date): [__] Please refer to the website of the Third Party Administrator, provided that which maintains the Optionee remains database for the Plan and provides related services, for the specific Vesting Dates related to the Restricted Share Units (click on the specific Grant Name or Grant ID in the “Continuous Service” (as defined below) Portfolio/Account Summary View). On each Vesting Date, and upon the satisfaction of the Company or any of its Subsidiaries through the other applicable vesting date: Vesting Date Number of Shares Subject restrictions, terms and conditions, any RSU Dividend Equivalents with respect to the Option Restricted Share Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To vested to the extent that a fractional number of shares the Restricted Share Units related thereto shall have become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, . If the Grantee is suspended (2with or without compensation) the expiration date set forth or is otherwise not in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment good standing with the Company or any Subsidiary as determined by the Company’s Chief Legal Officer due to an alleged violation of its Subsidiaries the Company’s Code of Conduct, applicable law or other misconduct (a “Suspension Event”), the Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the Chief Legal Officer or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack of good standing has been cured (each, the “Recovery Date”). If the Suspension Event has occurred and prior to the Recovery Date, the Grantee dies, becomes Disabled or is terminated without Cause or terminates for Good Reason, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to Retirement) or is terminated for “Cause” (as defined below), or (4) Cause prior to the Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date that Optionee’s Continuous Service with of the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant AgreementSuspension Event, unless otherwise agreed by the following terms shall have the assigned meanings:Company.

Vesting. Except as otherwise provided This award of Restricted Stock shall vest on May 15, 2011. The restrictions set forth in this Grant paragraph shall apply to Restricted Stock until the Restricted Stock vests. Subject to the provisions of this Restricted Stock Agreement, this Option (the grant of Restricted Stock may not be revoked. The Employee shall not have a beneficial ownership interest in, or any of the rights and privileges of a stockholder as to, the Restricted Stock, including the right to receive dividends and the right to vote such Restricted Stock until such Restricted Stock vests and is issued and transferred to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” Employee in accordance with the following terms of this Restricted Stock Agreement. An account established by the Company on behalf of the Employee shall be credited with the amount of all dividends that would have been paid on the shares of Restricted Stock if such shares were actually held by the Employee (“Dividend Equivalents”). Such Dividend Equivalents shall be subject to the same vesting scheduleconditions applicable to the Restricted Stock to which they relate, provided that and upon the Optionee remains vesting of a share of Restricted Stock, the Dividend Equivalents related to such share shall be paid to the Employee in cash, without earnings thereon. Notwithstanding the foregoing, the Employee shall not be entitled to delivery of the stock certificate representing the shares of Common Stock subject to the Restricted Stock award or to the Dividend Equivalents related to such shares until the shares have vested; the Restricted Stock may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of until vested; all of the unvested Restricted Stock shall be forfeited and all rights of the Employee to such unvested Restricted Stock shall terminate without further obligation on the part of the Company under the circumstances set forth in the “Continuous Service” next paragraph; and all unvested Restricted Stock shall vest under the circumstances set forth in the next paragraph. In order to earn and vest in the award of Restricted Stock, the Employee must at the time of vesting either (i) remain employed as defined below) an active, regular, full-time employee of the Company or any one of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while have been terminated by the Optionee is Company prior to such vesting date for any reason other than for cause; provided that any unvested portion of the award of Restricted Stock will become fully earned, vested and distributable in the Continuous Service of event the Company Employee dies or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates becomes permanently and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below)totally disabled. For purposes of this Grant Agreement, a termination “for cause” shall include a termination based on management’s determination that the following terms shall have Employee has: • Committed any dishonest or fraudulent act to the assigned meanings:detriment of the Company; • Been convicted (including a plea of guilty or nolo contendere) of any felony or crime involving moral turpitude; • Been insubordinate; • Failed to perform his or her duties to the expectation of management; • Violated any policy or procedure established by management including but not limited to the Company’s Code of Business Conduct and Ethics; or • Lost any professional licenses required for the performance of the Employee’s duties.

Vesting. Except Grossly exceeding the "Company Annual Revenue" or "Stock Price" targets as otherwise provided of any of the annual target measurement dates, as detailed in the above Vesting Schedule will not cause an acceleration of the vesting of these shares. The market price of the Company's shares shall not be a cause for default of payment of this Grant Agreement, this Option (Note by the Maker. All payments shall be made to Payee at address below or at such other place as the extent not previously exercised) Payee may from time to time designate. Any payments on account of principal and interest shall be exercised, applied first to interest as aforesaid and the remainder thereof shall be applied to principal. Maker shall have the privilege of paying the principal in whole or in partpart at any time, on and such payments may be made without penalty or premium; provided, however, that each payment shall be accompanied by any accrued interest then due. Presentment for payment or acceptance, and notice of dishonor of payment or acceptance, notice of protest and notice of any renewal, extension, modification or change of time, manner, place or terms of payment, are hereby waived by Maker or any endorsers, sureties and guarantors hereof. Any failure or delay of Payee to exercise any right hereunder shall not be construed as a cumulative basiswaiver of the right to exercise the same or any other right at any other time or times. The waiver by Payee of a breach or default of any provisions of this Note shall not operate or be construed as a waiver of any subsequent breach or default thereof. Maker agrees to reimburse Payee for all costs and expenses, with respect including reasonable attorneys' fees, incurred by Payee to enforce the provisions hereof and collect Maker's obligations hereunder. This Note shall be construed according to, and shall be governed by the laws of the Commonwealth of Pennsylvania. The provisions of this Note shall be deemed severable, so that if any provisions hereof is declared invalid under the laws of any state where it is in effect, or of the United States, all other provisions of this Note shall continue in full force and effect. This Note shall be binding upon the successors and assigns of the Maker, and shall inure to the Shares that have become “vested” in accordance with benefit of and be enforceable by the following vesting scheduleheirs, provided that the Optionee remains in the “Continuous Service” (as defined below) personal representatives, successors and assigns of the Company Payee or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:other Payee thereof.

Vesting. Except The PRSUs will be subject to performance-based vesting conditions (the “Performance Conditions”) which are set forth on Exhibit A. The PRSUs shall vest on December 31, 2025 or such earlier date as otherwise may be provided in this Grant Agreement, this Option Section 8 (to the extent not previously exercised) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined belowVesting Date”) and the number of PRSUs eligible to vest shall be based on the satisfaction of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares Performance Conditions as set forth on Exhibit A March 1and subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or affiliate through the Vesting Date or as otherwise provided in Section 8. For the avoidance of doubt, 2013 One-third the change of the total number Employee’s status from employee to non-employee member of Shares the Board of Directors of the Company, consultant or contractor who continues to provide services to the Company or a subsidiary or affiliate will not be considered a termination for purposes of this Agreement. Notwithstanding, to the extent all or a portion of the PRSUs have not vested as of the Vesting Date, the unvested PRSUs will be forfeited. Upon the occurrence of an event constituting a Change in Control, notwithstanding anything to the contrary in Section 8 of the Plan, the PRSUs outstanding on the date of such Change in Control, and any dividend equivalents with respect thereto, shall be assumed by the successor company (or its parent company) and remain outstanding, and thereafter the vesting of such PRSUs, and any dividend equivalents with respect thereto, shall be eligible to vest on the Vesting Date, subject to the Employee’s continued employment with or provision of services to the Company or a subsidiary or an affiliate through the Vesting Date (and the Performance Conditions shall be deemed to have been achieved at the “Median” level as set forth on Exhibit A March 1as of the date of the Change in Control), 2014 Remaining Shares and in such instance such PRSUs shall be paid in cash in accordance with the terms of the Plan at the earliest time set forth on Exhibit A To in the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee; provided that the PRSUs, and any dividend equivalents with respect thereto, shall vest and shall be paid to the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable provided in Section 8 in the event that (i) of the OptioneeEmployee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death termination of employment or Disability, or (ii) a services following such Change in Control occurs while and prior to the Optionee is in Vesting Date. Upon payment pursuant to the Continuous Service terms of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contraryPlan, this Option may not such awards shall be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:cancelled.

Vesting. Except as otherwise provided in paragraph 2(c), the Participant’s interest in the Restricted Stock Units shall vest and become non-forfeitable with respect to 50% of the Restricted Stock Units covered by this Grant Agreement on the first anniversary of the Date of the Award and with respect to 25% of the Restricted Stock Units covered by this Agreement on each of the second and third anniversaries of the Date of the Award. Any fraction of a Restricted Stock Unit that becomes vests on any date will be rounded down to the next lowest whole number, with any such fraction added to the portion of the Restricted Stock Unit that vests and becomes free of restrictions on the next vesting date. Notwithstanding the foregoing, any unvested Restricted Stock Units covered by this Agreement, this Option shall vest upon the date of the earliest of the following events (i) the Participant’s death, (ii) the termination of the Participant’s employment on account of Disability or (iii) a Change in Control; provided that the Participant remains in the continuous employ of the Company or an Affiliate from the Date of the Award until the occurrence of such earliest event. In addition, notwithstanding the foregoing, except as provided in paragraph 2(c), a portion of the Participant’s interest in any unvested Restricted Stock Units shall vest and become non-forfeitable on the date of termination of the Participant’s employment by the Company without Cause (“Involuntary Termination”), if the date of Involuntary Termination precedes the occurrence of any of the events specified in clauses (i) through (iii) of the preceding sentence. In such event, the number of unvested Restricted Stock Units that shall vest upon an Involuntary Termination shall be prorated (rounded up to the extent nearest whole unit) based on the ratio of the number of calendar months (rounded up to the nearest whole month) that the Participant has remained in the continuous employ of the Company or an Affiliate from the Date of Award through the date of the Involuntary Termination to a 36-month vesting period. Restricted Stock Units that have not previously exercisedvested in accordance with this paragraph 2(a) may shall be exercisedforfeited, in whole or in part, on a cumulative basis, and the Participant shall have no further rights with respect to the Shares that have become “vested” in accordance with unvested Restricted Stock Units, upon the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) termination of the Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in Exhibit A (the “Expiration Date”), (3) the date on which the OptioneeParticipant’s employment with the Company and its Affiliates other than with respect to Restricted Stock Units that become vested as a result of the Participant’s death or any Involuntary Termination or on account of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below)Disability. For purposes of this Grant Agreement, the following terms shall have Participant’s termination of employment by the assigned meanings:Company will be deemed to be an involuntary termination without “Cause” unless prior to such termination of employment the Committee determines that the Participant engaged in a Prohibited Activity (as defined in paragraph 2(c).

Vesting. Except The Participant shall become vested in the Stock Units as otherwise provided in this Grant Agreement, this Option (and to the extent not previously exercisedset forth in Exhibit A to these Terms and Conditions, subject to (a) may be exercised, in whole or in part, on a cumulative basis, with respect to the Shares that have become “vested” prorated vesting in accordance with Paragraph 8 of these Terms and Conditions upon the following vesting scheduleParticipant’s death, provided that the Optionee remains in the “Continuous Service” Retirement or Disability (each as defined below) or upon termination of employment under certain circumstances described in Paragraph 8 of these Terms and Conditions where the Company Participant is entitled to severance benefits, (b) prorated vesting in accordance with Paragraph 8 of these Terms and Conditions in the event that prior to vesting the Participant’s employment with the Corporation or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Option that will become vested: March 1, 2012 One-third of the total number of Shares set forth on Exhibit A March 1, 2013 One-third of the total number of Shares set forth on Exhibit A March 1, 2014 Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately has terminated and fully vested and exercisable in the event that (i) the Optionee’s Continuous Service with Participant is a Management Committee member on the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disabilitydate of grant, or (ii) a Change in Control occurs while the Optionee Participant is in 55 years or older on the Continuous Service date of the Company or any termination of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be exercised with respect to any Shares on or after the earliest of employment and (1iii) the date Participant has not violated any provision of Paragraph 7 of these Terms and Conditions during the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date performance period set forth in Exhibit A to these Terms and Conditions (the “Expiration DateVesting Period”), or (3c) full vesting in the date on which event of a Change in Control (as defined in the OptioneePlan) of the Corporation. If the Participant’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company Corporation or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (for any reason other than as defined below). For purposes of set forth above in this Grant AgreementParagraph 5, the following terms Stock Units in the Participant’s Stock Unit Account that have not yet vested shall be forfeited and revert to the Corporation on such termination date, and the Corporation shall have no further obligation after such date to pay Dividend Equivalents pursuant to Paragraph 3 of these Terms and Conditions. The Corporation shall have no further obligation to the assigned meanings:Participant under these Terms and Conditions following the Participant’s forfeiture of Stock Units.