Common use of Voting and Other Rights Clause in Contracts

Voting and Other Rights. As a holder of Stock Units, you shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of the rights and privileges of a stockholder of the Company. Without limiting the generality of the foregoing, a holder of outstanding Stock Units has no right to vote or to receive dividends (if any) on the Shares represented by such Stock Units. Subject to the terms and conditions of this Agreement, Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. You, or your estate, shall have no rights as a stockholder of the Company with regard to the Award until you have been issued the applicable Shares by the Company and have satisfied all other conditions specified in the Plan. No adjustment shall be made for cash or stock dividends or other rights for which the record date is prior to the date when such applicable Shares are issued. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement of Stock Units and you must timely satisfy any such obligations as a condition of this Award. At the discretion of the Administrator, any such tax withholding obligations may be settled by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you as of the settlement date and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company. Such withheld or surrendered Shares will be applied to pay the withholding obligation by using the aggregate fair market value of the withheld or surrendered Shares as of the date of settlement. If Shares are withheld, then you will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shares.

Voting and Other Rights. As a holder of Stock Units, you The Participant shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of the rights and privileges of a stockholder (including the right to distributions or dividends) until Shares are delivered following vesting of the Company. Without limiting Participant’s RSUs; provided, that with respect to the generality period commencing on the Date of Grant and ending on the date on which the RSUs are no longer outstanding (whether due to delivery of Shares or forfeiture of the foregoingRSUs), a holder the Participant shall be eligible to receive: (a) an amount equal to the product of (i) the number of Shares subject to outstanding Stock Units has no right to vote or to receive dividends (if any) RSUs on the Shares represented by record date of any cash dividend made with respect to an outstanding share of Common Stock, and (ii) fifty percent (50%) of the amount of the cash dividend paid with respect to an outstanding share of Common Stock during such Stock Units. Subject period, which amount shall be paid to the terms and conditions Participant as soon as practicable following the date such dividend is paid to the holders of this Agreementshares of Common Stock, Stock Units create but no fiduciary duty later than forty-five (45) days following the end of the Company quarter during which any such record date occurs (provided, that, for the avoidance of doubt, such amount shall be paid even if the underlying RSUs cease to you be outstanding for any reason, including forfeiture, after the record date of such dividend); and only represent (b) an unfunded amount equal to the product of (i) the number of Shares subject to the RSUs which become deliverable as a result of vesting pursuant to Section 3(b) above and unsecured contractual obligation (ii) fifty percent (50%) of the Company. The amount of cash dividends paid with respect to an outstanding share of Common Stock Units with a record date during the period beginning on the Date of Grant and ending on the date on which such RSUs are delivered, which amount shall be paid to the Participant on the date such Shares are delivered (provided, that, such amount shall not be treated as property or as a trust fund of any kind. You, or your estate, shall have no rights as a stockholder of the Company with regard paid to the Award until you have been issued the applicable extent that any RSUs do not become vested and Shares by the Company and have satisfied all other conditions specified in the Planare not delivered). No adjustment shall be made for cash or stock dividends interest or other rights for which the record date is prior to the date when such applicable Shares are issued. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units covered by this Award may earnings will be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject credited with respect to such corporate activity. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement of Stock Units and you must timely satisfy any such obligations as a condition of this Award. At the discretion of the Administrator, any such tax withholding obligations may be settled by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you as of the settlement date and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company. Such withheld or surrendered Shares will be applied to pay the withholding obligation by using the aggregate fair market value of the withheld or surrendered Shares as of the date of settlement. If Shares are withheld, then you will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Sharesdistributions.

Voting and Other Rights. As a holder of Stock Units, you Participant shall have no rights other than those of a general creditor of the Company. Subject to the terms of Among other things, this Agreement, means Participant as a holder of outstanding Stock Units has no right to vote and none of the rights and privileges of a stockholder of the Company. Without limiting the generality of the foregoing, a holder of outstanding Stock Units has no right to vote or to receive dividends (if any) on the Shares represented by such Stock Units. Subject to the terms and conditions of this Agreement, Stock Units create no fiduciary duty of the Company to you Participant and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. YouParticipant, or your estateParticipant’s estate or heirs, shall have has no rights as a stockholder of the Company with regard to the Award until you have Participant has been issued the applicable Shares by the Company and have has satisfied all other conditions specified in the Plan. No adjustment shall be made for cash or stock dividends or other rights for which the record date is prior to the date when such applicable Shares are issued. Adjustments In the event of a stock split, a stock dividend or a similar change except as provided in the Company stock, the number of outstanding Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Taxes and Withholding You Participant will be solely responsible for payment of any and all applicable taxes associated with this Award. The delivery to you Participant of any Shares (or payment of cash) underlying Vested Stock Units will not be permitted unless and until you have Participant has satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement of Stock Units and you must timely satisfy any such obligations as a condition of this Award. At the discretion of the Administrator, any Any such tax withholding obligations may be settled in the discretion of the Committee by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you Participant as of the settlement date Settlement Time and/or by Shares which have already been owned by you Participant for more than six (6) months and which are surrendered to the Company. Such withheld or surrendered Shares will be applied to pay the withholding obligation by using the aggregate fair market value Fair Market Value of the withheld or surrendered Shares determined as of the date of settlementSettlement Time. If Shares are withheld, then you Participant will be delivered the net amount of vested Shares after the Share withholding has been effected and you Participant will not receive the withheld Shares. Code Section 409A This Award is intended to be exempt from or compliant with section 409A of the Code and will be interpreted accordingly. Restrictions on Issuance and Resale The Company will not issue any Shares if the issuance of such Shares at that time would violate any law or regulation. Participant hereby agrees that Participant will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to an IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Shares or other securities, in cash or otherwise. The foregoing provisions of this section shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement. The underwriters in connection with the IPO are intended third party beneficiaries of this section and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Participant further agrees to execute such agreements as may be reasonably requested by the underwriters in the IPO that are consistent with this section or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to Participant’s Shares until the end of such period. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the one hundred eighty (180)-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (ii) prior to the expiration of the one hundred eighty (180)-day restricted period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the one hundred eighty (180)-day period, the restrictions imposed by this section shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If the sale of Shares acquired under this Award is not registered under the Securities Act, but an exemption is available which requires an investment representation or other representation and warranty, Participant shall represent and agree that the Shares being acquired are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations and warranties as are deemed necessary or appropriate by the Company and its counsel. Participant will also be required, as a condition of settlement of this Award, to enter into any Stockholders Agreement or other agreements that are applicable to stockholders. In the event of any conflict in terms between the Stockholders Agreement and this Agreement, the terms of the Stockholders Agreement shall prevail and govern.

Voting and Other Rights. As a holder of Stock Units, you shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of you shall have all the rights and privileges of a stockholder of the Company. Without limiting Company while the generality of Restricted Stock is held in escrow, including the foregoing, a holder of outstanding Stock Units has no right to vote or and to receive dividends (if any) on the Shares represented by such Stock Units. Subject to the terms and conditions of this Agreement, Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. You, or your estate, shall have no rights as a stockholder of the Company with regard to the Award until you have been issued the applicable Shares by the Company and have satisfied all other conditions specified in the Plan. No adjustment shall be made for cash or stock dividends or other rights for which the record date is prior to the date when such applicable Shares are issued). Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units Shares covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement release of Stock Units Shares to you and you must timely satisfy any such obligations as a condition of this Award. At the discretion of the Administrator, any such tax withholding obligations may be settled by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you as of the settlement date and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company. Such withheld or surrendered Shares will be applied to pay the withholding obligation by using the aggregate fair market value of the withheld or surrendered Shares as of the date of settlementvesting. If Shares are withheld, then you will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shares.

Voting and Other Rights. As a holder of Stock Units, you shall have no rights other than those of a general creditor Upon Employee’s timely compliance with each of the Company. Subject to the terms of conditions set forth in Section 1.2 hereof, Employee shall, except as otherwise set forth in this AgreementSection 1.3, a holder of outstanding Stock Units has none have all of the rights and privileges of status as a stockholder shareholder of the Company. Without limiting the generality Company in respect of the foregoingRestricted Shares, a holder of outstanding Stock Units has no but shall not have the right to vote such shares until such shares become Vested Shares (as hereafter defined). In the event any cash dividends or distributions are paid with respect to receive any Restricted Shares, such cash dividends (if any) on the Shares represented by such Stock Units. Subject to the terms and conditions of this Agreement, Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units or distributions shall not be treated as property or as a trust fund of any kind. You, or your estate, shall have no rights as a stockholder of the Company with regard to the Award until you have been issued the applicable Shares withheld by the Company and have satisfied all other conditions specified paid to the Participant, without interest, only when, and if, the Restricted Shares to which such cash dividends or distributions relate become Vested Shares, in the Plan. No adjustment which case payment shall be made for within 30 days after the Restricted Shares to which such cash dividends or stock distributions relate become Vested Shares. In the event any non-cash dividends or other rights for which the record date is prior distributions, whether in property, or stock of another company, are paid with respect to any Restricted Shares, any such non-cash dividends or other distributions payable to the date when such applicable Shares are issued. Adjustments In the event of a stock split, a stock dividend or a similar change in Employee shall be retained by the Company stock, the number of outstanding Stock Units covered by this Award may and shall not be adjusted (and rounded down delivered to the nearest whole number) pursuant Employee unless and until such time as the Restrictions on the Restricted Shares with respect to the Planwhich such non-cash dividends or other distributions have been paid shall have lapsed and such shares shall have become Vested Shares. This Award Any such cash or non-cash dividends or distributions with respect to Restricted Shares shall be subject to the terms of the agreement of merger, liquidation or reorganization forfeited by Employee for no consideration in the event the Company is subject Restricted Shares with respect to which such corporate activity. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any withholding dividends or other taxes that may be due. Tax withholding obligations may arise before settlement of Stock Units and you must timely satisfy any such obligations as a condition of this Award. At the discretion of the Administrator, any such tax withholding obligations may be settled by distributions were paid are forfeited to the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you as of the settlement date and/or by Shares which have already been owned by you for more than six (6under Section 2.1(b) months and which are surrendered to the Company. Such withheld or surrendered Shares will be applied to pay the withholding obligation by using the aggregate fair market value of the withheld or surrendered Shares as of the date of settlement. If Shares are withheld, then you will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shareshereof.

Voting and Other Rights. As a holder of Stock Units, you shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of you shall have all the rights and privileges of a stockholder of the Company. Without limiting Company while the generality of Restricted Stock is held in escrow, including the foregoing, a holder of outstanding Stock Units has no right to vote or and to receive dividends (if any) ). Restrictions on Issuance The Company will not issue any Restricted Stock or Shares if the issuance of such Restricted Stock or Shares at that time would violate any law or regulation. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes, including without limitation any penalties or interest based upon such tax obligations, associated with this Award. The delivery to you of any Shares will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. The delivery to you of any vested Shares will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Any such tax withholding obligations may be settled in the Company's discretion by the Company withholding and retaining a portion of the Shares represented from the Shares that would otherwise be deliverable to you under the vesting Restricted Stock as provided in the next two sentences. Such withheld Shares will be applied to pay the withholding obligation by such Stock Unitsusing the aggregate fair market value of the withheld Shares as of the date of vesting. Subject to You will be delivered the terms net amount of vested Shares after the Share withholding has been effected and conditions you will not receive the withheld Shares. The Company will not deliver any fractional number of Shares. Restrictions on Resale By signing this Agreement, Stock Units create no fiduciary duty you agree not to sell, transfer, dispose of, pledge, hypothecate, make any short sale of, or otherwise effect a similar transaction of any Shares acquired under this Award (each a “Sale Prohibition”) at a time when applicable laws, regulations or Company or underwriter trading policies prohibit the disposition of Shares. The Company shall have the right to designate one or more periods of time, each of which generally will not exceed one hundred eighty (180) days in length (provided however, that such period may be extended in connection with the Company’s release (or announcement of release) of earnings results or other material news or events), and to impose a Sale Prohibition, if the Company determines (in its sole discretion) that such limitation(s) is needed in connection with a public offering of Shares or to comply with an underwriter’s request or trading policy, or could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. The Company may issue stop/transfer instructions and/or appropriately legend any stock certificates issued pursuant to this Award in order to ensure compliance with the foregoing. Any such Sale Prohibition shall not alter the vesting schedule set forth in this Agreement. If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and only represent an unfunded and unsecured contractual obligation agree at the time of grant of the Company. The Restricted Stock Units shall that the Shares being acquired under this Award are being acquired for investment, and not be treated as property or as with a trust fund of any kind. You, or your estate, shall have no rights as a stockholder of the Company with regard view to the Award until you have been issued the applicable Shares sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and have satisfied all its counsel. You may also be required, as a condition of this Award, to enter into any Company stockholder agreement or other conditions specified in the Planagreements that are applicable to stockholders. No adjustment shall Retention Rights Your Award or this Agreement does not give you the right to be made retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for cash any reason. Extraordinary Compensation This Award and the Shares subject to the Award are not intended to constitute or stock dividends replace any pension rights or compensation and are not to be considered compensation of a continuing or recurring nature, or part of your normal or expected compensation, and in no way represent any portion of your salary, compensation or other rights remuneration for which the record date is prior to the date when such applicable Shares are issuedany purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Shares of Restricted Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award Your Restricted Stock shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Taxes Legends All certificates or book entries representing the Common Stock issued under this Award may, where applicable, have endorsed thereon the following notations or legends and Withholding You any other notation or legend the Company determines appropriate:: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” Applicable Law This Agreement will be solely responsible for payment of any interpreted and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement of Stock Units and you must timely satisfy any such obligations as a condition of this Award. At enforced under the discretion laws of the Administrator, any such tax withholding obligations may be settled by the Company withholding and retaining a portion State of the Shares from the Shares that would otherwise be deliverable to you as of the settlement date and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered Nevada without reference to the Company. Such withheld or surrendered Shares will be applied to pay the withholding obligation by using the aggregate fair market value conflicts of the withheld or surrendered Shares as of the date of settlement. If Shares are withheld, then you will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shareslaw provisions thereof.

Voting and Other Rights. As a holder of Stock Units, you shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of you shall have all the rights and privileges of a stockholder of the Company. Without limiting Company while the generality of Restricted Stock continues to be subject to vesting, including the foregoing, a holder of outstanding Stock Units has no right to vote or and to receive dividends (if any) on the Shares represented by such Stock Units. Subject to the terms and conditions of this Agreement, Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. You, or your estate, shall have no rights as a stockholder of the Company with regard to the Award until you have been issued the applicable Shares by the Company and have satisfied all other conditions specified in the Plan. No adjustment shall be made for cash or stock dividends or other rights for which the record date is prior to the date when such applicable Shares are issued). Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units Shares covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement release of Stock Units Shares to you and you must timely satisfy any such obligations as a condition of this Award. At the discretion of the Administrator, any such tax withholding obligations may be settled by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you as of the settlement date and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company. Such withheld or surrendered Shares will be applied to pay the withholding obligation by using the aggregate fair market value of the withheld or surrendered Shares as of the date of settlementvesting. If Shares are withheld, then you will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shares.

Voting and Other Rights. As a holder of Stock Units, you shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of you shall have all the rights and privileges of a stockholder of the Company. Without limiting Company while the generality of Restricted Stock is held in escrow, including the foregoing, a holder of outstanding Stock Units has no right to vote or and to receive dividends (if any) on the Shares represented by such Stock Units. Subject to the terms and conditions of this Agreement, Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. You, or your estate, shall have no rights as a stockholder of the Company with regard to the Award until you have been issued the applicable Shares by the Company and have satisfied all other conditions specified in the Plan. No adjustment shall be made for cash or stock dividends or other rights for which the record date is prior to the date when such applicable Shares are issued). Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Shares of Restricted Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award shall be subject to Restrictions on Issuance The Company will not issue any Restricted Stock or Shares if the terms issuance of the agreement of merger, liquidation such Restricted Stock or reorganization in the event the Company is subject to such corporate activityShares at that time would violate any law or regulation. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement Restrictions on Resale By signing this Agreement, you agree not to (i) sell (or transfer or assign) any Restricted Stock prior to its vesting and its designation as Certified Shares, or (ii) sell (or transfer or assign) any Shares acquired under this Award at a time when applicable laws, regulations or Company or underwriter trading policies prohibit sale. If the sale of Stock Units Shares acquired under this Award is not registered under the Securities Act of 1933, but an exemption is available which requires an investment representation or other representation and warranty, you must timely satisfy any shall represent and agree that the Shares being acquired are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such obligations other representations and warranties as a condition of this Award. At the discretion of the Administrator, any such tax withholding obligations may be settled are deemed necessary or appropriate by the Company withholding and retaining a portion its counsel. Legends All certificates representing the Common Stock issued under this Award may, where applicable, have endorsed thereon the following legend and any other legend the Company determines appropriate: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” No Retention Rights This Agreement is not an employment agreement and does not give you the right to be retained by the Company (or its Parents, Subsidiaries or affiliates) and you agree that you are an employee-at-will. The Company (or its Parents, Subsidiaries or affiliates) reserves the right to terminate your Service at any time and for any reason. Notice Any notice to be given or delivered to the Company relating to this Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice to be given or delivered to you relating to this Agreement shall be in writing and addressed to you at such address of which you advise the Company in writing. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. Applicable Law This Agreement will be interpreted and enforced under the laws of the Shares from State of Delaware. In consideration of the Shares Company granting you this Restricted Stock, please acknowledge your agreement to fully comply with all of the terms and provisions contained herein by signing this Agreement in the space provided above and returning it promptly to: HEALTHSPORT, INC. Attention: [ ], Secretary EXHIBIT A ASSIGNMENT SEPARATE FROM CERTIFICATE FOR VALUE RECEIVED and pursuant to that would otherwise be deliverable to you certain Stock Award Agreement dated as of [_______], the settlement date and/or undersigned hereby sells, assigns and transfers unto [_________] shares of the Common Stock of Healthsport, Inc., a Delaware corporation, standing in the undersigned’s name on the books of said corporation represented by Shares which have already been owned by you for more than six (6certificate No. __________, herewith, and does hereby irrevocably constitute and appoint ________ attorney-in-fact to transfer the said stock on the books of the said corporation with full power of substitution in the premises. Dated: [Month] [Day], 20___ EXHIBIT B ELECTION UNDER SECTION 83(b) months and which are surrendered OF THE INTERNAL REVENUE CODE The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the Company. Such withheld or surrendered Shares will be applied to pay property described below and supplies the withholding obligation by using following information in accordance with the aggregate fair market value of the withheld or surrendered Shares as of the date of settlement. If Shares are withheld, then you will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shares.regulations promulgated thereunder:

Voting and Other Rights. As a A holder of Stock Units, you Units shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of the rights and privileges of a stockholder of the Company. Without limiting the generality of the foregoing, a holder of outstanding Stock Units has including no right to vote or to receive dividends (if any) on the Shares represented by such Stock Unitsvote. Subject to the terms and conditions of this Agreement, the Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. You, or your estateestate or heirs, shall have no rights as a stockholder of the Company until Shares have been issued to you. Restrictions on Issuance The Company will not issue any Shares if the issuance of such Shares at that time would violate any law or regulation. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes, including without limitation any penalties or interest based upon such tax obligations, associated with regard this Award. The delivery to the Award you of any Shares underlying vested Stock Units will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Any such tax withholding obligations may be settled in the Company’s discretion by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you under the vesting Stock Units as provided in the next two sentences. Such withheld Shares will be applied to pay the withholding obligation by using the aggregate Fair Market Value of the withheld Shares as of the date of vesting. You will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shares. The Company will not deliver any fractional number of Shares. Restrictions on Resale or Transfer By signing this Agreement, you agree not to sell, transfer, dispose of, pledge, hypothecate, make any short sale of, or otherwise effect a similar transaction of any Shares acquired under this Award (each a “Sale Prohibition”) at a time when applicable laws, regulations or Company or underwriter trading policies prohibit the disposition of Shares. The Company shall have the right to designate one or more periods of time, each of which generally will not exceed one hundred eighty (180) days in length (provided however, that such period may be extended in connection with the Company’s release (or announcement of release) of earnings results or other material news or events), and to impose a Sale Prohibition, if the Company determines (in its sole discretion) that such limitation(s) is needed in connection with a public offering of Shares or to comply with an underwriter’s request or trading policy, or could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. The Company may issue stop/transfer instructions and/or appropriately legend any stock certificates issued pursuant to this Award in order to ensure compliance with the applicable foregoing. Any such Sale Prohibition shall not alter the vesting schedule set forth in this Agreement. If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of settlement of vested Stock Units that the Shares being acquired under this Award are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and have satisfied all its counsel. You may also be required, as a condition of this Award, to enter into any Company stockholder agreement or other conditions specified agreements that are applicable to stockholders. In order to ensure compliance with any restrictions on transfer set forth in this Agreement or in the Plan, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. The Company shall not be required (i) to transfer on its books any Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (ii) to treat as owner of such Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such Shares shall have been so transferred. No adjustment shall Retention Rights Your Award or this Agreement does not give you the right to be made retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for cash any reason. Extraordinary Compensation This Award and the Shares subject to the Award are not intended to constitute or stock dividends replace any pension rights or compensation and are not to be considered compensation of a continuing or recurring nature, or part of your normal or expected compensation, and in no way represent any portion of your salary, compensation or other rights remuneration for which the record date is prior to the date when such applicable Shares are issuedany purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of Service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award Your Stock Units shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Taxes Legends All certificates representing the Shares issued under this Award may, where applicable, have endorsed thereon the following legends and Withholding any other legend the Company determines appropriate: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” Venue The parties agree that any suit, action, or proceeding arising out of or relating to the Notice, the Plan or this Agreement shall be brought in the United States District Court for the Southern District of California (or should such court lack jurisdiction to hear such action, suit or proceeding, in a California state court in the County of San Diego) and that the parties shall submit to the jurisdiction of such court. The parties irrevocably waive, to the fullest extent permitted by law, any objection the party may have to the laying of venue for any such suit, action or proceeding brought in such court. If any one or more provisions of this paragraph shall for any reason be held invalid or unenforceable, it is the specific intent of the parties that such provisions shall be modified to the minimum extent necessary to make it or its application valid and enforceable. Notice Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery, upon deposit for delivery by an internationally recognized express mail courier service or upon deposit in the United States mail by certified mail (if the parties are within the United States), with postage and fees prepaid, addressed to the other party at its address as shown in these instruments, or to such other address as such party may designate in writing from time to time to the other party. The Participant agrees to promptly notify the Company upon any change in his/her residence address. Applicable Law This Agreement is to be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Voluntary Participant You acknowledge that you are voluntarily participating in the Plan. No Rights to Future Awards Your rights, if any, in respect of or in connection with this Award or any other Award are derived solely from the discretionary decision of the Company to permit you to participate in the Plan and to benefit from a discretionary Award. By accepting this Award, you expressly acknowledge that there is no obligation on the part of the Company to continue the Plan and/or grant any additional Awards to you or benefits in lieu of any other Awards even if Awards have been granted repeatedly in the past. All decisions with respect to future Awards, if any, will be solely responsible for payment of any at the sole and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement of Stock Units and you must timely satisfy any such obligations as a condition of this Award. At the absolute discretion of the AdministratorCommittee. Future Value The future value of the underlying Shares is unknown and cannot be predicted with certainty. If the underlying Shares do not increase in value after the Date of Award, the Award will have less value (or even no value) than it may have on the Date of Award. No Right to Damages You will have no right to bring a claim or to receive damages if any such tax withholding obligations may be settled by the Company withholding and retaining a portion of the Shares from Award is cancelled or expires. The loss of existing or potential profit in the Shares that would otherwise be deliverable to you as Award will not constitute an element of damages in the event of the settlement date and/or by Shares which have already been owned by you termination of your Service for more than six (6) months and which are surrendered to any reason, even if the Company. Such withheld or surrendered Shares will be applied to pay the withholding termination is in violation of an obligation by using the aggregate fair market value of the withheld Company or surrendered Shares as of the date of settlement. If Shares are withheld, then you will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Sharesa Parent or a Subsidiary or an Affiliate to you.

Voting and Other Rights. As a A holder of Stock Units, you Units shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of the rights and privileges of a stockholder of the Company. Without limiting the generality of the foregoing, a holder of outstanding Stock Units has including no right to vote or to receive dividends (if any) on the Shares represented by such Stock Unitsvote. Subject to the terms and conditions of this Agreement, the Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. You, or your estateestate or heirs, shall have no rights as a stockholder of the Company until Shares have been issued to you. Restrictions on Issuance The Company will not issue any Shares if the issuance of such Shares at that time would violate any law or regulation. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes, including without limitation any penalties or interest based upon such tax obligations, associated with regard this Award. The delivery to the Award you of any Shares underlying vested Stock Units will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Any such tax withholding obligations may be settled in the Company’s discretion by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you under the vesting Stock Units as provided in the next two sentences. Such withheld Shares will be applied to pay the withholding obligation by using the aggregate Fair Market Value of the withheld Shares as of the date of vesting. You will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shares. The Company will not deliver any fractional number of Shares. To the extent applicable, each payment provided to you shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. It is intended that payments under this Agreement will be exempt from or comply with Code Section 409A but the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from, or compliant with, Code Section 409A, and will have no liability to you or any other party if a payment under this Agreement that is intended to be exempt from, or compliant with, Code Section 409A is not so exempt or compliant. Notwithstanding anything to the contrary, if, upon your Separation From Service, you are then a Specified Employee, then to the extent necessary to comply with Code Section 409A, the Company shall defer payment of certain of the amounts owed to you under this Agreement until the earlier of (i) ten (10) days after the Company receives written confirmation of your death or (ii) the first business day of the seventh month following your separation from service. Any such delayed payments shall be made to you (or your beneficiaries) without interest. Restrictions on Resale By signing this Agreement, you agree not to sell, transfer, dispose of, pledge, hypothecate, make any short sale of, or otherwise effect a similar transaction of any Shares acquired under this Award (each a “Sale Prohibition”) at a time when applicable laws, regulations or Company or underwriter trading policies prohibit the disposition of Shares. The Company shall have the right to designate one or more periods of time, each of which generally will not exceed one hundred eighty (180) days in length (provided however, that such period may be extended in connection with the Company’s release (or announcement of release) of earnings results or other material news or events), and to impose a Sale Prohibition, if the Company determines (in its sole discretion) that such limitation(s) is needed in connection with a public offering of Shares or to comply with an underwriter’s request or trading policy, or could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. The Company may issue stop/transfer instructions and/or appropriately legend any stock certificates issued pursuant to this Award in order to ensure compliance with the applicable foregoing. Any such Sale Prohibition shall not alter the vesting schedule set forth in this Agreement. If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of settlement of vested Stock Units that the Shares being acquired under this Award are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and have satisfied all its counsel. You may also be required, as a condition of this Award, to enter into any Company stockholder agreement or other conditions specified in the Planagreements that are applicable to stockholders. No adjustment shall Retention Rights Your Award or this Agreement does not give you the right to be made retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for cash any reason. Extraordinary Compensation This Award and the Shares subject to the Award are not intended to constitute or stock dividends replace any pension rights or compensation and are not to be considered compensation of a continuing or recurring nature, or part of your normal or expected compensation, and in no way represent any portion of your salary, compensation or other rights remuneration for which the record date is prior to the date when such applicable Shares are issuedany purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of Service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award Your Stock Units shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Taxes Legends All certificates representing the Shares issued under this Award may, where applicable, have endorsed thereon the following legends and Withholding You any other legend the Company determines appropriate: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” Notice Any notice to be given or delivered to the Company relating to this Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice to be given or delivered to you relating to this Agreement shall be in writing and addressed to you at such address of which you advise the Company in writing. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. Applicable Law This Agreement will be interpreted and enforced under the laws of the State of California. Voluntary Participant You acknowledge that you are voluntarily participating in the Plan. No Rights to Future Awards Your rights, if any, in respect of or in connection with this Award or any other Award are derived solely responsible for payment from the discretionary decision of the Company to permit you to participate in the Plan and to benefit from a discretionary Award. By accepting this Award, you expressly acknowledge that there is no obligation on the part of the Company to continue the Plan and/or grant any additional Awards to you or benefits in lieu of any other Awards even if Awards have been granted repeatedly in the past. All decisions with respect to future Awards, if any, will be at the sole and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement of Stock Units and you must timely satisfy any such obligations as a condition of this Award. At the absolute discretion of the AdministratorCommittee. Future Value The future value of the underlying Shares is unknown and cannot be predicted with certainty. If the underlying Shares do not increase in value after the Date of Award, the Award will have less value (or even no value) than it may have on the Date of Award. No Right to Damages You will have no right to bring a claim or to receive damages if any such tax withholding obligations may be settled by the Company withholding and retaining a portion of the Shares from Award is cancelled or expires. The loss of existing or potential profit in the Shares that would otherwise be deliverable to you as Award will not constitute an element of damages in the event of the settlement date and/or by Shares which have already been owned by you termination of your Service for more than six (6) months and which are surrendered to any reason, even if the Company. Such withheld or surrendered Shares will be applied to pay the withholding termination is in violation of an obligation by using the aggregate fair market value of the withheld Company or surrendered Shares as of the date of settlement. If Shares are withheld, then you will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Sharesa Parent or a Subsidiary or an Affiliate to you.

Voting and Other Rights. As a holder Upon receipt of notice of any meeting at which the holders of any Stock Unitsare entitled to vote, you shall have no rights other than those of a general creditor the Depositary shall, as soon as practicable thereafter, mail to the record holders of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of the rights and privileges of a stockholder of the Company. Without limiting the generality of the foregoing, a holder of outstanding Stock Units has no right to vote or to receive dividends (if any) on the Shares represented by such Stock Units. Subject to the terms and conditions of this Agreement, Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. You, or your estate, shall have no rights as a stockholder of the Company with regard to the Award until you have been issued the applicable Shares by the Company and have satisfied all other conditions specified in the Plan. No adjustment shall be made for cash or stock dividends or other rights for which the record date is prior to the date when such applicable Shares are issued. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement of Stock Units and you must timely satisfy any such obligations as a condition of this Award. At the discretion of the Administrator, any such tax withholding obligations may be settled by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you as of the settlement date and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company. Such withheld or surrendered Shares will be applied to pay the withholding obligation by using the aggregate fair market value of the withheld or surrendered corresponding Depositary Shares as of the record date for such meeting a notice which shall contain (i) such information as is contained in such notice of settlementmeeting, (ii) a statement that the holders may, subject to any applicable restrictions, instruct the Depositary as to the exercise of the voting rights pertaining to the Stock represented by their respective Depositary Shares (including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a Person designated by the Company), and (iii) a brief statement as to the manner in which such instructions may be given. If Upon the written request of the holders of Depositary Shares are withheldon the relevant record date, then you will the Depositary shall use its best efforts to vote or cause to be delivered voted, in accordance with the net instructions set forth in such requests, the maximum amount of vested Stock represented by the Depositary Shares after as to which any particular voting instructions are received. The Company hereby agrees to take all action that may be deemed reasonably necessary by the Share withholding has been effected Depositary in order to enable the Depositary to vote such Stock or cause such Stock to be voted. In the absence of specific instructions from the holder of Depositary Shares, the Depositary will abstain from voting to the extent of the Stock represented by such Depositary Shares. In addition, to the extent holders of Stock may exercise other rights pursuant to the Articles of Organization (including the Certificate with respect to such Stock), then, upon the written request of holders of the corresponding Depositary Shares, the Depositary shall use its best efforts to exercise such rights on behalf of such holders. The requesting holders shall be responsible for any costs, expenses and you liabilities associated with the Depositary’s exercise of any such rights on behalf of such holders, and the Depositary will not receive be required to take any action unless the withheld Sharesrequesting holders have provided advanced payment or offered to the Depositary indemnity satisfactory to the Depositary, in its sole discretion, against the costs, expenses and liabilities to be incurred in compliance with such request.

Voting and Other Rights. As a A holder of Stock Units, you Units shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of the rights and privileges of a stockholder of the Company. Without limiting the generality of the foregoing, a holder of outstanding Stock Units has including no right to vote or to receive dividends (if any) on the Shares represented by such Stock Unitsvote. Subject to the terms and conditions of this Agreement, the Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. You, or your estateestate or heirs, shall have no rights as a stockholder of the Company with regard to the Award until you Shares have been issued to you. Restrictions on Issuance The Company will not issue any Shares if the applicable issuance of such Shares by the Company and have satisfied all other conditions specified in the Plan. No adjustment shall be made for cash at that time would violate any law or stock dividends or other rights for which the record date is prior to the date when such applicable Shares are issued. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activityregulation. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes taxes, including without limitation any penalties or interest based upon such tax obligations, associated with this Award. The delivery to you of any Shares (or payment of cash) underlying vested Stock Units will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement of Stock Units and you must timely satisfy any such obligations as a condition of this Award. At the discretion of the Administrator, any Any such tax withholding obligations may be settled in the Company’s discretion by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you under the vesting Stock Units as of provided in the settlement date and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered to the Companynext two sentences. Such withheld or surrendered Shares will be applied to pay the withholding obligation by using the aggregate fair market value Fair Market Value of the withheld or surrendered Shares as of the date of settlementvesting. If Shares are withheld, then you You will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shares. The Company will not deliver any fractional number of Shares.

Voting and Other Rights. As a A holder of Stock Units, you Units shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of the rights and privileges of a stockholder shareholder of the Company. Without limiting the generality of the foregoing, a holder of outstanding Stock Units has including no right to vote or to receive dividends (if any) on the Shares represented by such Stock Units). Subject to the terms and conditions of this Agreement, Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. You, Restrictions on Issuance The Company will not issue any Shares if the issuance of such Shares at that time would violate any law or your estate, shall have no rights as a stockholder of the Company with regard to the Award until you have been issued the applicable Shares by the Company and have satisfied all other conditions specified in the Plan. No adjustment shall be made for cash or stock dividends or other rights for which the record date is prior to the date when such applicable Shares are issued. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activityregulation. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) underlying vested Stock Units will not be permitted allowed unless and until you have satisfied make acceptable arrangements to pay any withholding or other taxes that may be due. Tax withholding obligations may arise before In the event that there is a trading blackout which prohibits you from selling Shares on the open market at the time of settlement of vested Stock Units and Units, you must timely satisfy any such obligations as a condition of this Award. At the discretion of the Administrator, any such tax withholding obligations may be settled by have the Company withholding and retaining a portion withhold some of the Shares otherwise deliverable from such vested Stock Units (in an amount not to exceed the statutory minimum of your federal, state and local tax obligations associated with such settlement). Any Shares that would otherwise are withheld shall be deliverable to you as of the settlement date and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company. Such withheld or surrendered Shares will be applied to pay the withholding obligation by valued using the aggregate their fair market value of the withheld or surrendered Shares as of the date of settlement. Restrictions on Resale By signing this Agreement, you agree not to sell any Shares acquired pursuant to this Award at a time when applicable laws, regulations or Company or underwriter trading policies prohibit sale. If the sale of Shares acquired under this Award is not registered under the Securities Act, but an exemption is available which requires an investment or other representation and warranty, you shall represent and agree that the Shares being acquired are withheldbeing acquired for investment, then you will be delivered and not with a view to the net amount of vested Shares after sale or distribution thereof, and shall make such other representations and warranties as are deemed necessary or appropriate by the Share withholding has been effected Company and you will not receive the withheld Sharesits counsel.

Voting and Other Rights. As a holder A Holder of Stock Units, you RSUs shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder Holder of outstanding Stock Units RSUs has none of the rights and privileges of a stockholder of the Company. Without limiting the generality of the foregoing, a holder of outstanding Stock Units has including no right to vote or to receive dividends (if any) on the Shares represented by such Stock Units). Subject to the terms and conditions of this Agreement, Stock Units RSUs create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units RSUs shall not be treated as property or as a trust fund of any kind. You, or your estateestate or heirs, shall have no rights as a stockholder of the Company with regard to the Award until you have a certificate for your Shares has been issued issued. No adjustments are made for dividends or other rights if the applicable Shares by the Company and have satisfied all other conditions specified record date occurs before your stock certificate is issued, except as described in the Plan. No adjustment shall be made for cash Restrictions on Issuance The Company will not issue any Shares if the issuance of such Shares at that time would violate any law or stock dividends or other rights for which the record date is prior to the date when such applicable Shares are issued. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activityregulation. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) underlying vested RSUs will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement of Stock Units and you must timely satisfy any such obligations as As a condition of this Award. At Award and the discretion settlement of the Administratorvested RSUs hereunder, any such tax withholding obligations may be settled by you must make arrangements with the Company for the withholding and retaining payment of applicable taxes, if any. Code Section 409A This Award will be administered and interpreted to comply with Code Section 409A. Notwithstanding anything to the contrary, if, upon your "separation from service" (as defined in Code Section 409A), you are then a portion Company "specified employee" (as defined in Code Section 409A), then to the extent necessary to comply with Code Section 409A, the Company shall defer payment of certain of the Shares from the Shares that would otherwise be deliverable amounts owed to you as under this Agreement until the earlier of (i) ten (10) days after the Company receives notification of your death or (ii) the first business day of the settlement date and/or by Shares which have already been owned by seventh month following your separation from service. Any such delayed payments shall be made to you for more than six (6or your beneficiaries) months and which are surrendered to the Company. Such withheld or surrendered Shares will be applied to pay the withholding obligation by using the aggregate fair market value of the withheld or surrendered Shares as of the date of settlement. If Shares are withheld, then you will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shareswithout interest.

Voting and Other Rights. As a A holder of Stock Units, you Units shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of the rights and privileges of a stockholder of the Company. Without limiting the generality of the foregoing, a holder of outstanding Stock Units has including no right to vote or to receive dividends (if any) on the Shares represented by such Stock Units). Subject to the terms and conditions of this Agreement, Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. You, or your estateestate or heirs, shall have no rights as a stockholder of the Company until a certificate for your Shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan. Restrictions on Issuance The Company will not issue any Shares if the issuance of such Shares at that time would violate any law or regulation. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes, including without limitation any penalties or interest based upon such tax obligations, associated with regard this Award. The delivery to the Award you of any Shares underlying vested Stock Units will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Any such tax withholding obligations may be settled in the Company’s discretion by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you under the vesting Stock Units as provided in the next two sentences. Such withheld Shares will be applied to pay the withholding obligation by using the aggregate fair market value of the withheld Shares as of the date of vesting. You will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shares. It is intended that payments under this Agreement will be exempt from Code Section 409A but the Company makes no representation or covenant to ensure that the payments under this Agreement are so exempt from, or compliant with, Code Section 409A, and will have no liability to you or any other party if a payment under this Agreement that is intended to be exempt from, or compliant with, Code Section 409A is not so exempt or compliant. To the extent applicable, each payment provided to you shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. Notwithstanding anything to the contrary, if, upon your “separation from service” (as defined in Code Section 409A), you are then a Company “specified employee” (as defined in Code Section 409A), then to the extent necessary to comply with Code Section 409A, the Company shall defer payment of certain of the amounts owed to you under this Agreement until the earlier of (i) ten (10) days after the Company receives written confirmation of your death or (ii) the first business day of the seventh month following your separation from service. Any such delayed payments shall be made to you (or your beneficiaries) without interest. Restrictions on Resale By signing this Agreement, you agree not to sell, transfer, dispose of, pledge, hypothecate, make any short sale of, or otherwise effect a similar transaction of any Shares acquired under this Award (each a “Sale Prohibition”) at a time when applicable laws, regulations or Company or underwriter trading policies prohibit the disposition of Shares. The Company shall have the right to designate one or more periods of time, each of which generally will not exceed one hundred eighty (180) days in length (provided however, that such period may be extended in connection with the Company’s release (or announcement of release) of earnings results or other material news or events), and to impose a Sale Prohibition, if the Company determines (in its sole discretion) that such limitation(s) is needed in connection with a public offering of Shares or to comply with an underwriter’s request or trading policy, or could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. The Company may issue stop/transfer instructions and/or appropriately legend any stock certificates issued pursuant to this Award in order to ensure compliance with the applicable foregoing. Any such Sale Prohibition shall not alter the vesting schedule set forth in this Agreement. If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of settlement of vested Stock Units that the Shares being acquired under this Award are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and have satisfied all its counsel. You may also be required, as a condition of this Award, to enter into any Company stockholder agreement or other conditions specified in the Planagreements that are applicable to stockholders. No adjustment shall Retention Rights Your Award or this Agreement does not give you the right to be made retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for cash any reason. Extraordinary Compensation This Award and the Shares subject to the Award are not intended to constitute or stock dividends replace any pension rights or compensation and are not to be considered compensation of a continuing or recurring nature, or part of your normal or expected compensation, and in no way represent any portion of your salary, compensation or other rights remuneration for which the record date is prior to the date when such applicable Shares are issuedany purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award Your Stock Units shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Taxes Legends All certificates representing the Common Stock issued under this Award may, where applicable, have endorsed thereon the following legend and Withholding any other legend the Company determines appropriate: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” Notice Any notice to be given or delivered to the Company relating to this Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice to be given or delivered to you relating to this Agreement shall be in writing and addressed to you at such address of which you advise the Company in writing. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. Voluntary Participant You acknowledge that you are voluntarily participating in the Plan. No Rights to Future Awards Your rights, if any, in respect of or in connection with any future Awards are derived solely from the discretionary decision of the Company to permit you to participate in the Plan and to benefit from a discretionary future Award. By accepting this Award, you expressly acknowledge that there is no obligation on the part of the Company to continue the Plan and/or grant any additional Awards to you or benefits in lieu of any other Awards even if Awards have been granted repeatedly in the past. All decisions with respect to future Awards, if any, will be solely responsible for payment of any at the sole and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement of Stock Units and you must timely satisfy any such obligations as a condition of this Award. At the absolute discretion of the Administrator, any such tax withholding obligations may be settled by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you as of the settlement date and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered to the CompanyCommittee. Such withheld or surrendered Shares will be applied to pay the withholding obligation by using the aggregate fair market Future Value The future value of the withheld or surrendered underlying Shares as of the date of settlementis unknown and cannot be predicted with certainty. If the underlying Shares are withheld, then you will be delivered the net amount of vested Shares do not increase in value after the Share withholding has been effected and you Date of Award, the Award will not receive have less value (or even no value) than it may have on the withheld SharesDate of Award.

Voting and Other Rights. As a holder of Stock Units, you shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of the rights and privileges of a stockholder of the Company. Without limiting the generality of the foregoing, a holder of outstanding Stock Units has no right to vote or to receive dividends (if any) on the Shares represented by such Stock Units. Subject to the terms and conditions of this Agreement, Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. You, or your estate, shall have no rights as a stockholder of the Company with regard to the Award until you have been issued the applicable Shares by the Company and have satisfied all other conditions specified in the Plan. No adjustment shall be made for cash or stock dividends or other rights for which the record date is prior to the date when such applicable Shares are issued. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Taxes and Withholding You will be solely responsible for payment to bear the burden of any and all applicable taxes associated with this Award. You will be solely responsible for filing any and all tax returns for which you are obligated to file by any law or regulation. You agree to fully indemnify the Company or any of its Affiliates for any tax claim by any tax authority with respect to any event in relation to the obligations following from this Agreement. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any applicable tax withholding or other taxes that may be duedue are fully satisfied. Tax withholding obligations may arise before settlement release of Stock Units Shares to you and you must timely satisfy any such obligations as a condition of this Award. At the discretion of the AdministratorAdministrator and to the extent permitted by applicable laws, any such tax withholding obligations may be settled by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you as of the settlement date and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered to the CompanyCompany and/or by delivery of a direction to a securities broker or other third party to sell Shares on the open market and to deliver all or part of the sale proceeds to the Company (and such proceeds shall also need to pay for any broker commissions incurred on the sale of Shares). Such withheld or surrendered sold Shares will be applied to pay the withholding obligation (and broker commissions if applicable) by using the aggregate fair market value of the withheld or surrendered sold Shares as of the date of settlementsettlement under the Deferral Election. If Shares are withheld, then In any case you will be delivered only the net amount of vested Shares after the Share withholding withholding/commissions obligation has been effected satisfied and you will not receive the withheld withheld/sold Shares.

Voting and Other Rights. As a A holder of Stock Units, you Units shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of the rights and privileges of a stockholder of the Company. Without limiting the generality of the foregoing, a holder of outstanding Stock Units has including no right to vote or to receive dividends (if any) on the Shares represented by such Stock Unitsvote. Subject to the terms and conditions of this Agreement, the Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. You, or your estateestate or heirs, shall have no rights as a stockholder of the Company until a certificate for your Shares has been issued. Restrictions on Issuance The Company will not issue any Shares if the issuance of such Shares at that time would violate any law or regulation. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes, including without limitation any penalties or interest based upon such tax obligations, associated with regard this Award. The delivery to the Award you of any Shares underlying vested Stock Units will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Any such tax withholding obligations may be settled in the Company’s discretion by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you under the vesting Stock Units as provided in the next two sentences. Such withheld Shares will be applied to pay the withholding obligation by using the aggregate Fair Market Value of the withheld Shares as of the date of vesting. You will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shares. The Company will not deliver any fractional Shares of Common Stock. To the extent applicable, each payment provided to you shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. It is intended that payments under this Agreement will be exempt from or comply with Code Section 409A but the Company makes no representation or covenant to ensure that the payments under this Agreement are exempt from, or compliant with, Code Section 409A, and will have no liability to you or any other party if a payment under this Agreement that is intended to be exempt from, or compliant with, Code Section 409A is not so exempt or compliant. Notwithstanding anything to the contrary, if, upon your Separation From Service, you are then a Company Specified Employee, then to the extent necessary to comply with Code Section 409A, the Company shall defer payment of certain of the amounts owed to you under this Agreement until the earlier of (i) ten (10) days after the Company receives written confirmation of your death or (ii) the first business day of the seventh month following your separation from service. Any such delayed payments shall be made to you (or your beneficiaries) without interest. Restrictions on Resale By signing this Agreement, you agree not to sell, transfer, dispose of, pledge, hypothecate, make any short sale of, or otherwise effect a similar transaction of any Shares acquired under this Award (each a “Sale Prohibition”) at a time when applicable laws, regulations or Company or underwriter trading policies prohibit the disposition of Shares. The Company shall have the right to designate one or more periods of time, each of which generally will not exceed one hundred eighty (180) days in length (provided however, that such period may be extended in connection with the Company’s release (or announcement of release) of earnings results or other material news or events), and to impose a Sale Prohibition, if the Company determines (in its sole discretion) that such limitation(s) is needed in connection with a public offering of Shares or to comply with an underwriter’s request or trading policy, or could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. The Company may issue stop/transfer instructions and/or appropriately legend any stock certificates issued pursuant to this Award in order to ensure compliance with the applicable foregoing. Any such Sale Prohibition shall not alter the vesting schedule set forth in this Agreement. If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of settlement of vested Stock Units that the Shares being acquired under this Award are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and have satisfied all its counsel. You may also be required, as a condition of this Award, to enter into any Company stockholder agreement or other conditions specified in the Planagreements that are applicable to stockholders. No adjustment shall Retention Rights Your Award or this Agreement does not give you the right to be made retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for cash any reason. Extraordinary Compensation This Award and the Shares subject to the Award are not intended to constitute or stock dividends replace any pension rights or compensation and are not to be considered compensation of a continuing or recurring nature, or part of your normal or expected compensation, and in no way represent any portion of your salary, compensation or other rights remuneration for which the record date is prior to the date when such applicable Shares are issuedany purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of Service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement of Stock Units and you must timely satisfy any such obligations as a condition of this Award. At the discretion of the Administrator, any such tax withholding obligations may be settled by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you as of the settlement date and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company. Such withheld or surrendered Shares will be applied to pay the withholding obligation by using the aggregate fair market value of the withheld or surrendered Shares as of the date of settlement. If Shares are withheld, then you will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shares.whole

Voting and Other Rights. As a The holder of the Stock Units, you Units shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of the rights and privileges of a stockholder of the Company. Without limiting the generality of the foregoing, a holder of outstanding Stock Units has including no right to vote or to receive dividends (if any) on the Shares represented by such Stock Unitsor dividend equivalents. Subject to the terms and conditions of this Agreement, Stock Units create no fiduciary duty of the Company to you and represent only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. You, or your estateestate or heirs, shall have no rights as a stockholder of the Company with regard to the Award until you have a certificate for your Shares has been issued the applicable Shares by the Company and have satisfied all other conditions specified in the Planissued. No adjustment shall be adjustments are made for cash or stock dividends or other rights for which if the applicable record date occurs before your stock certificate is prior to the date when such applicable Shares are issued. Adjustments In Restrictions on The Company will not issue any Shares if the event issuance Issuance of a stock split, a stock dividend such Shares at that time would violate any law or a similar change in the Company stock, the number of outstanding Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activityregulation. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes associated with this Awardaward. The delivery to you of any Shares (or payment of cash) underlying vested Stock Units will not be permitted unless and until you timely have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement of Stock Units and you must timely satisfy any such obligations as a condition of this Award. At the discretion of the Administrator, any Any such tax withholding obligations may be settled by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you as of under the settlement date and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered to the Companyvesting stock units. Such withheld or surrendered Shares will be applied to pay the withholding obligation by using the aggregate fair market value of the withheld or surrendered Shares as of the date of settlementvesting. If Shares are withheld, then you You will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shares. Code Section 409A This award will be administered and interpreted to comply with Code Section 409A. The Participant acknowledges that the Company, in the exercise of its sole discretion and without the consent of the Participant, may amend or modify this Agreement in any manner and delay the issuance of any Shares issuable pursuant to this Agreement to the minimum extent necessary to meet the requirements of Section 409A of the Code as amplified by any regulations promulgated under the Code or guidance from the Internal Revenue Service as the Company deems appropriate or advisable. Notwithstanding anything to the contrary, if, upon your "separation from service" (as defined in Code Section 409A), you are then a Company "specified employee" (as defined in Code Section 409A), then to the extent necessary to comply with Code Section 409A, the Company shall defer payment of certain of the amounts owed to you under this Agreement until the earlier of (i) five (5) days after the Company receives notification of your death or (ii) the first business day of the seventh month following your separation from service. Any such delayed payments shall be made to you (or your beneficiaries) without interest. Restrictions on Resale By signing this Agreement, you agree not to sell any Shares acquired pursuant to this award at a time when applicable laws, regulations or Company or underwriter trading policies prohibit sale. If the sale of Shares acquired under this award is not registered under the Securities Act of 1933, as amended, but an exemption is available which requires an investment or other representation and warranty, you shall represent and agree that the Shares being acquired are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations and warranties as are deemed necessary or appropriate by the Company and its counsel.

Voting and Other Rights. As a holder of Stock Units, you shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of you shall have all the rights and privileges of a stockholder of the Company. Without limiting Company while the generality of Restricted Stock continues to be subject to vesting, including the foregoing, a holder of outstanding Stock Units has no right to vote or and to receive dividends (if any) on the Shares represented by such Stock Units. Subject to the terms and conditions of this Agreement, Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. You, or your estate, shall have no rights as a stockholder of the Company with regard to the Award until you have been issued the applicable Shares by the Company and have satisfied all other conditions specified in the Plan. No adjustment shall be made for cash or stock dividends or other rights for which the record date is prior to the date when such applicable Shares are issued. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity). Taxes and Withholding You will be solely responsible for payment to bear the burden of any and all applicable taxes associated with this Award. You will be solely responsible for filing any and all tax returns for which you are obligated to file by any law or regulation. You agree to fully indemnify the Company or any of its Affiliates for any tax claim by any tax authority with respect to any event in relation to the obligations following from this Agreement. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any applicable tax withholding or other taxes that may be duedue are fully satisfied. Tax withholding obligations may arise before settlement release of Stock Units Shares to you and you must timely satisfy any such obligations as a condition of this Award. At the discretion of the AdministratorAdministrator and to the extent permitted by applicable laws, any such tax withholding obligations may be settled by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you as of the settlement date and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered to the CompanyCompany and/or by delivery of a direction to a securities broker or other third party to sell Shares on the open market and to deliver all or part of the sale proceeds to the Company (and such proceeds shall also need to pay for any broker commissions incurred on the sale of Shares). Such withheld or surrendered sold Shares will be applied to pay the withholding obligation (and broker commissions if applicable) by using the aggregate fair market value of the withheld or surrendered sold Shares as of the date of settlementvesting. If Shares are withheld, then In any case you will be delivered only the net amount of vested Shares after the Share withholding withholding/commissions obligation has been effected satisfied and you will not receive the withheld withheld/sold Shares. Restrictions on Issuance and Resale The Company will not issue any Shares if the issuance of such Shares at that time would violate any law or regulation. By signing this Agreement, you agree not to sell, transfer, dispose of, pledge, hypothecate, make any short sale of, or otherwise effect a similar transaction of any Shares acquired under this Award (each a “Sale Prohibition”) at a time when applicable laws, regulations or Company or underwriter trading policies prohibit the exercise or disposition of Shares. The Company shall have the right to designate one or more periods of time, each of which generally will not exceed one hundred eighty (180) days in length (provided however, that such period may be extended in connection with the Company’s release (or announcement of release) of earnings results or other material news or events), and to impose a Sale Prohibition, if the Company determines (in its sole discretion) that such limitation(s) is needed in connection with a public offering of Shares or to comply with an underwriter’s request or trading policy, or could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act of 1933 or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act of 1933 or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act of 1933 or any applicable state securities laws for the issuance or transfer of any securities. The Company may issue stop/transfer instructions and/or make appropriate notations with respect to any Restricted Stock issued in book entry form pursuant to this Award in order to ensure compliance with the foregoing. If the sale of Shares acquired under this Award is not registered under the Securities Act of 1933, but an exemption is available which requires an investment representation or other representation and warranty, you shall represent and agree that the Shares being acquired are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations and warranties as are deemed necessary or appropriate by the Company and its counsel.

Voting and Other Rights. As a holder of Stock Units, you shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of you shall have all the rights and privileges of a stockholder of the Company. Without limiting Company while the generality of Restricted Stock is held in escrow, including the foregoing, a holder of outstanding Stock Units has no right to vote or and to receive dividends (if any) ). Restrictions on Issuance The Company will not issue any Restricted Stock or Shares if the issuance of such Restricted Stock or Shares at that time would violate any law or regulation. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes, including without limitation any penalties or interest based upon such tax obligations, associated with this Award. The delivery to you of any Shares will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. The delivery to you of any vested Shares will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Any such tax withholding obligations may be settled in the Company’s discretion by the Company withholding and retaining a portion of the Shares represented from the Shares that would otherwise be deliverable to you under the vesting Restricted Stock as provided in the next two sentences. Such withheld Shares will be applied to pay the withholding obligation by such Stock Unitsusing the aggregate fair market value of the withheld Shares as of the date of vesting. Subject to You will be delivered the terms net amount of vested Shares after the Share withholding has been effected and conditions of you will not receive the withheld Shares. Restrictions on Resale By signing this Agreement, Stock Units create no fiduciary duty you agree not to sell, transfer, dispose of, pledge, hypothecate, make any short sale of, or otherwise effect a similar transaction of any Shares acquired under this Award (each a “Sale Prohibition”) at a time when applicable laws, regulations or Company or underwriter trading policies prohibit the disposition of Shares. The Company shall have the right to designate one or more periods of time, each of which generally will not exceed one hundred eighty (180) days in length (provided however, that such period may be extended in connection with the Company’s release (or announcement of release) of earnings results or other material news or events), and to impose a Sale Prohibition, if the Company determines (in its sole discretion) that such limitation(s) is needed in connection with a public offering of Shares or to comply with an underwriter’s request or trading policy, or could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. The Company may issue stop/transfer instructions and/or appropriately legend any stock certificates issued pursuant to this Award in order to ensure compliance with the foregoing. Any such Sale Prohibition shall not alter the vesting schedule set forth in this Agreement. If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and only represent an unfunded and unsecured contractual obligation agree at the time of grant of the Company. The Restricted Stock Units shall that the Shares being acquired under this Award are being acquired for investment, and not be treated as property or as with a trust fund of any kind. You, or your estate, shall have no rights as a stockholder of the Company with regard view to the Award until you have been issued the applicable Shares sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and have satisfied all its counsel. You may also be required, as a condition of this Award, to enter into any Company stockholder agreement or other conditions specified in the Planagreements that are applicable to stockholders. No adjustment shall Retention Rights Your Award or this Agreement does not give you the right to be made retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for cash any reason. Extraordinary Compensation This Award and the Shares subject to the Award are not intended to constitute or stock dividends replace any pension rights or compensation and are not to be considered compensation of a continuing or recurring nature, or part of your normal or expected compensation, and in no way represent any portion of your salary, compensation or other rights remuneration for which the record date is prior to the date when such applicable Shares are issuedany purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Shares of Restricted Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award Your Restricted Stock shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Taxes Legends All certificates or book entries representing the Common Stock issued under this Award may, where applicable, have endorsed thereon the following notations or legends and Withholding any other notation or legend the Company determines appropriate. “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” Notice Any notice to be given or delivered to the Company relating to this Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice to be given or delivered to you relating to this Agreement shall be in writing and addressed to you at such address of which you advise the Company in writing. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. Voluntary Participant You acknowledge that you are voluntarily participating in the Plan. No Rights to Future Awards Your rights, if any, in respect of or in connection with any future Awards are derived solely from the discretionary decision of the Company to permit you to participate in the Plan and to benefit from a discretionary future Award. By accepting this Award, you expressly acknowledge that there is no obligation on the part of the Company to continue the Plan and/or grant any additional Awards to you or benefits in lieu of any other Awards even if Awards have been granted repeatedly in the past. All decisions with respect to future Awards, if any, will be solely responsible for payment of any at the sole and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement of Stock Units and you must timely satisfy any such obligations as a condition of this Award. At the absolute discretion of the Administrator, any such tax withholding obligations may be settled by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you as of the settlement date and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered to the CompanyCommittee. Such withheld or surrendered Shares will be applied to pay the withholding obligation by using the aggregate fair market Future Value The future value of the withheld or surrendered underlying Shares as of the date of settlementis unknown and cannot be predicted with certainty. If the underlying Shares are withheld, then you will be delivered the net amount of vested Shares do not increase in value after the Share withholding has been effected and you Date of Award, the Award will not receive have less value (or even no value) than it may have on the withheld SharesDate of Award.

Voting and Other Rights. As a holder of Stock Units, you shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of you shall have all the rights and privileges of a stockholder shareholder of PG&E Corporation while the Company. Without limiting Restricted Stock is held in escrow, including the generality of the foregoing, a holder of outstanding Stock Units has no right to vote or to receive dividends (vote. As described above, all dividends, if any) , on the Shares represented by such Restricted Stock Units. Subject shall be held in escrow and subject to the terms same restrictions as the shares to which they relate. Restrictions on Issuance PG&E Corporation will not issue any Restricted Stock if the issuance of such Restricted Stock at that time would violate any law or regulation. Restrictions on Resale and conditions of Hedge Transactions By signing this Agreement, you agree not to sell any Restricted Stock Units create no fiduciary duty before the restrictions lapse or sell any shares acquired under this award at a time when applicable laws, regulations or Company or underwriter trading policies prohibit sale. In particular, in connection with any underwritten public offering by PG&E Corporation of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, you shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or agree to engage in any of the Company foregoing transactions with respect to any shares acquired under this award without the prior written consent of PG&E Corporation or its underwriters, for such period of time after the effective date of such registration statement as may be requested by PG&E Corporation or the underwriters. If the sale of shares acquired under this award is not registered under the Securities Act of 1933, but an exemption is available which requires an investment or other representation and warranty, you shall represent and only represent an unfunded agree that the Shares being acquired are being acquired for investment, and unsecured contractual obligation not with a view to the sale or distribution thereof, and shall make such other representations and warranties as are deemed necessary or appropriate by PG&E Corporation and its counsel. By your acceptance of the Company. The award, you agree that while the Restricted Stock Units shall not be treated as property or as a trust fund of any kind. You, or your estate, shall have no rights as a stockholder of the Company with regard to the Award until you have been issued the applicable Shares by the Company and have satisfied all other conditions specified in the Plan. No adjustment shall be made for cash or stock dividends or other rights for which the record date is prior to the date when such applicable Shares are issued. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement of Stock Units and you must timely satisfy any such obligations as a condition of this Award. At the discretion of the Administratorrestrictions, any such tax withholding obligations may be settled by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you as of the settlement date and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered to the Company. Such withheld or surrendered Shares will be applied to pay the withholding obligation by using the aggregate fair market value of the withheld or surrendered Shares as of the date of settlement. If Shares are withheld, then you will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive enter into a corresponding hedging transaction relating to PG&E Corporation’s stock nor engage in any short sale of PG&E Corporation’s stock. This prohibition shall not apply to transactions effected through PG&E Corporation’s benefit plans that provide an opportunity to invest in Company stock or which provide compensation based on the withheld Sharesprice of Company stock.

Voting and Other Rights. As a A holder of Stock Units, you Units shall have no rights other than those of a general creditor of the Company. Subject to the terms of this Agreement, a holder of outstanding Stock Units has none of the rights and privileges of a stockholder of the Company. Without limiting the generality of the foregoing, a holder of outstanding Stock Units has including no right to vote or to receive dividends (if any) on the Shares represented by such Stock Units). Subject to the terms and conditions of this Agreement, Stock Units create no fiduciary duty of the Company to you and only represent an unfunded and unsecured contractual obligation of the Company. The Stock Units shall not be treated as property or as a trust fund of any kind. You, or your estateestate or heirs, shall have no rights as a stockholder of the Company until a certificate for your Shares has been issued. No adjustments are made for dividends or other rights if the applicable record date occurs before your stock certificate is issued, except as described in the Plan. Restrictions on Issuance The Company will not issue any Shares if the issuance of such Shares at that time would violate any law or regulation. Taxes and Withholding You will be solely responsible for payment of any and all applicable taxes, including without limitation any penalties or interest based upon such tax obligations, associated with regard this Award. The delivery to the Award you of any Shares underlying vested Stock Units will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Any such tax withholding obligations may be settled in the Company's discretion by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you under the vesting Stock Units as provided in the next two sentences. Such withheld Shares will be applied to pay the withholding obligation by using the aggregate fair market value of the withheld Shares as of the date of vesting. You will be delivered the net amount of vested Shares after the Share withholding has been effected and you will not receive the withheld Shares. It is intended that payments under this Agreement will be exempt from Code Section 409A but the Company makes no representation or covenant to ensure that the payments under this Agreement are so exempt from, or compliant with, Code Section 409A, and will have no liability to you or any other party if a payment under this Agreement that is intended to be exempt from, or compliant with, Code Section 409A is not so exempt or compliant. To the extent applicable, each payment provided to you shall be considered a separate payment and not one of a series of payments for purposes of Code Section 409A. Notwithstanding anything to the contrary, if, upon your "separation from service" (as defined in Code Section 409A), you are then a Company “specified employee” (as defined in Code Section 409A), then to the extent necessary to comply with Code Section 409A, the Company shall defer payment of certain of the amounts owed to you under this Agreement until the earlier of (i) ten (10) days after the Company receives written confirmation of your death or (ii) the first business day of the seventh month following your separation from service. Any such delayed payments shall be made to you (or your beneficiaries) without interest. Restrictions on Resale By signing this Agreement, you agree not to sell, transfer, dispose of, pledge, hypothecate, make any short sale of, or otherwise effect a similar transaction of any Shares acquired under this Award (each a “Sale Prohibition”) at a time when applicable laws, regulations or Company or underwriter trading policies prohibit the disposition of Shares. The Company shall have the right to designate one or more periods of time, each of which generally will not exceed one hundred eighty (180) days in length (provided however, that such period may be extended in connection with the Company’s release (or announcement of release) of earnings results or other material news or events), and to impose a Sale Prohibition, if the Company determines (in its sole discretion) that such limitation(s) is needed in connection with a public offering of Shares or to comply with an underwriter’s request or trading policy, or could in any way facilitate a lessening of any restriction on transfer pursuant to the Securities Act or any state securities laws with respect to any issuance of securities by the Company, facilitate the registration or qualification of any securities by the Company under the Securities Act or any state securities laws, or facilitate the perfection of any exemption from the registration or qualification requirements of the Securities Act or any applicable state securities laws for the issuance or transfer of any securities. The Company may issue stop/transfer instructions and/or appropriately legend any stock certificates issued pursuant to this Award in order to ensure compliance with the applicable foregoing. Any such Sale Prohibition shall not alter the vesting schedule set forth in this Agreement. If the sale of Shares under the Plan is not registered under the Securities Act, but an exemption is available which requires an investment or other representation, you shall represent and agree at the time of settlement of vested Stock Units that the Shares being acquired under this Award are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and have satisfied all its counsel. You may also be required, as a condition of this Award, to enter into any Company stockholder agreement or other conditions specified in the Planagreements that are applicable to stockholders. No adjustment shall Retention Rights Your Award or this Agreement does not give you the right to be made retained by the Company (or any Parent or any Subsidiaries or Affiliates) in any capacity. The Company (or any Parent and any Subsidiaries or Affiliates) reserves the right to terminate your Service at any time and for cash any reason. Extraordinary Compensation This Award and the Shares subject to the Award are not intended to constitute or stock dividends replace any pension rights or compensation and are not to be considered compensation of a continuing or recurring nature, or part of your normal or expected compensation, and in no way represent any portion of your salary, compensation or other rights remuneration for which the record date is prior to the date when such applicable Shares are issuedany purpose, including but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. Adjustments In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of outstanding Stock Units covered by this Award may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. This Award Your Stock Units shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. Taxes Legends All certificates representing the Common Stock issued under this Award may, where applicable, have endorsed thereon the following legend and Withholding any other legend the Company determines appropriate: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, OR HIS OR HER PREDECESSOR IN INTEREST. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF RECORD OF THE SHARES REPRESENTED BY THIS CERTIFICATE.” “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” Notice Any notice to be given or delivered to the Company relating to this Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice to be given or delivered to you relating to this Agreement shall be in writing and addressed to you at such address of which you advise the Company in writing. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. Voluntary Participant You acknowledge that you are voluntarily participating in the Plan. No Rights to Future Awards Your rights, if any, in respect of or in connection with any future Awards are derived solely from the discretionary decision of the Company to permit you to participate in the Plan and to benefit from a discretionary future Award. By accepting this Award, you expressly acknowledge that there is no obligation on the part of the Company to continue the Plan and/or grant any additional Awards to you or benefits in lieu of any other Awards even if Awards have been granted repeatedly in the past. All decisions with respect to future Awards, if any, will be solely responsible for payment of any at the sole and all applicable taxes associated with this Award. The delivery to you of any Shares (or payment of cash) will not be permitted unless and until you have satisfied any withholding or other taxes that may be due. Tax withholding obligations may arise before settlement of Stock Units and you must timely satisfy any such obligations as a condition of this Award. At the absolute discretion of the Administrator, any such tax withholding obligations may be settled by the Company withholding and retaining a portion of the Shares from the Shares that would otherwise be deliverable to you as of the settlement date and/or by Shares which have already been owned by you for more than six (6) months and which are surrendered to the CompanyCommittee. Such withheld or surrendered Shares will be applied to pay the withholding obligation by using the aggregate fair market Future Value The future value of the withheld or surrendered underlying Shares as of the date of settlementis unknown and cannot be predicted with certainty. If the underlying Shares are withheld, then you will be delivered the net amount of vested Shares do not increase in value after the Share withholding has been effected and you Date of Award, the Award will not receive have less value (or even no value) than it may have on the withheld SharesDate of Award.