Acceptance of Award Terms and Conditions. A Participant has until the end of the one hundred twenty (120) day period beginning from the Grant Date of this Award to accept this Award Agreement. If the Participant does not accept this Award Agreement on or before the end of such one hundred twenty (120) day period then the grant of the Award, as set forth in Section 1, shall not be binding on and shall be voidable by the Corporation, in which case it shall have no further force or effect.

Acceptance of Terms and Conditions. By acknowledging and accepting this Award, Participant agrees to be bound by the terms and conditions of this Agreement, the Plan (including without limitation, Section 12 of the Plan), and all conditions established by Southwestern in connection with Awards issued under the Plan, and Participant further acknowledges and agrees that this Award does not confer any legal or equitable right (other than those rights constituting the Award itself) against Southwestern or any Subsidiary (collectively, the “Company”) directly or indirectly, or give rise to any cause of action at law or in equity against the Company. To vest in the Restricted Stock Units (“RSUs”) described in this Agreement, Participant must accept this Award. If Participant fails to accept this Award prior to the first Vesting Date, the Award will be cancelled and forfeited.

Award Terms. Each Other Stock-Based Award shall be expressed in terms of shares or units or an equivalent measurement based on shares, as determined by the Committee. If the value of an Other Stock-Based Award will be based on the appreciation of shares from an initial value determined as of the date of grant, then such initial value shall not be less than the Fair Market Value of a share on the date of grant of such Other Stock-Based Award.

Key Award Terms As of the Award Date, some of the key terms of the award to the Participant under this Award Agreement are set forth below

Terms of Award. The following terms used in this Agreement shall have the meanings set forth in this paragraph 1:

Miscellaneous Award Terms. After the Distribution Date, Adjusted ​ Awards, regardless of by whom held, shall be settled by ​, and ​ Awards, regardless of by whom held, shall be settled by ​; provided, however, that ​ shall be, if applicable, responsible for any dividend equivalent payments with respect to Adjusted ​ RSAs and Adjusted ​ RSUs and ​ RSAs and ​ RSUs held by ​ Employees or Former ​ Employees, and ​ shall be, if applicable, responsible for any dividend equivalent payments with respect to Adjusted ​ RSAs and Adjusted ​ RSUs and ​ RSAs and ​ RSUs held by ​ Employees or Former ​ Employees. Except as otherwise provided in this Agreement (such as in [Section 3.2(d)] or [Section 4.3]), with respect to awards adjusted pursuant to this Section 3.2, # employment with the ​ Group shall be treated as employment with the ​ Group with respect to ​ Awards held by ​ Employees, and # employment with the ​ Group shall be treated as employment with the ​ Group with respect to Adjusted ​ Awards held by ​ Employees. In addition, none of the Separation, the Distribution, or any employment transfer described in Section 2.1 shall constitute a termination of employment for any Employee for purposes of any ​ Award or any Adjusted ​ Award. Following the Distribution Date, any reference to a “change in control,” “change of control” or similar definition in an award agreement, employment agreement or ​ Legacy Equity Plan # with respect to Adjusted ​ Awards, shall be deemed to refer to a “change in control,” “change of control” or similar definition as set forth in the award agreement, employment agreement or ​ Legacy Equity Plan applicable to such award (a “​ Change of Control”), and # with respect to ​ Awards, shall be deemed to refer to a “Change in Control” as defined in the ​ Equity Plan (a “​ Change of Control”). Without limiting the foregoing, with respect to provisions related to vesting of awards, a ​ Change of Control shall be treated as a ​ Change of Control for purposes of ​ Awards held by ​ Employees, and a ​ Change of Control shall be treated as an ​ Change of Control for purposes of Adjusted ​ Awards held by ​ Employees.

All awards under the LTIP require approval from the Compensation Committee and the acceptance by you of the terms and conditions of each award. All your rights and obligations with respect to any LTIP awards granted to you are subject to the terms and conditions of the LTIP as well as the terms and conditions of the applicable award agreements. In addition, LTIP awards require the acceptance by you of an agreement containing certain restrictive covenants such as non-solicitation, non-competition and non-disclosure commitments.

Terms and Conditions. Subject to the terms of the Plan, the Committee shall determine the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance Award and the amount and kind of any payment or transfer to be made pursuant to any Performance Award, and may change specific provisions of the Performance Award, provided, however, that such change may not adversely affect existing Performance Awards made within a performance period commencing prior to implementation of the change. Performance goals for Performance Awards may be based on any performance criteria selected by the Committee, including but not limited to any of the following:

Terms and Conditions. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award, including any purchase price applicable thereto.

Terms and Conditions. Awards made under the Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable: