Vesting of Award. Subject to the terms and conditions set forth in this Agreement and the Plan, the Award granted hereby shall vest as set forth in the Restricted Stock Unit Award Grant Notice and is subject to the other terms and conditions of this Agreement and the Plan. On each vesting date set forth in the Restricted Stock Unit Award Grant Notice, the Participant shall be entitled to receive [such number of shares of Common Stock] [an amount of cash equal to the fair market value of the number of shares of Common Stock] equivalent to the number of RSUs as set forth in the Restricted Stock Unit Award Grant Notice provided that the Participant is employed by [or providing service to] the Company or an Affiliate on such vesting date. Such shares of Common Stock][cash] shall thereafter be delivered by the Company to the Participant within five days of the applicable vesting date and in accordance with this Agreement and the Plan.

Vesting of Award. There will be no regular federal or state income tax liability upon vesting of the Award. However, there may be federal and state employment taxes due upon vesting of the Award.

Vesting–Restrictions and Limitations. (a) Subject to the limitations and other terms and conditions set forth in this Agreement and in the Plan, the Awarded Shares shall vest, the Company shall remove all restrictions from the Awarded Shares and the Grantee shall obtain unrestricted ownership of the Awarded Shares on the later to occur of # #VestDate1#, or # the date on which the Committee makes the certification described in [section 2(b)] hereof (the “Vest”);

Outside Director Award Limitations. No Outside Director may be paid, issued, or granted, in any Fiscal Year, equity awards (including any Awards issued under this Plan) with an aggregate value (the value of which will be based on their grant date fair value determined in accordance with U.S. generally accepted accounting principles) and any other compensation (including without limitation any cash retainers or fees) that, in the aggregate, exceed ​, increased to ​ for such Outside Director for the Fiscal Year in which he or she joins the Board as an Outside Director. Any Awards or other compensation paid or provided to an individual for his or her services as an Employee, or for his or her services as a Consultant (other than as an Outside Director), will not count for purposes of the limitation under this [Section 15(a)].

Subject to this [Section 6], Awards may be made under the Plan to any Employee, as the Committee shall determine and designate from time to time.

Vesting of Award DSUs. The restrictions on the Award DSUs shall lapse (Award DSUs to which restrictions have lapsed being herein referred to as “Vested DSUs”) and such Award DSUs shall become non-forfeitable and 100% vested on the occurrence (if any) of the earliest of the dates set forth in [(a) through (d)] below (“Vesting Dates”):

Vesting of Award RSUs. The restrictions on the Award RSUs shall lapse (Award RSUs with respect to which restrictions have lapsed being herein referred to as “Vested Units”) and such Award RSUs shall become # non-forfeitable with respect to a specified percentage of Award RSUs on the dates set forth in [(a) through (c)] below, and # 100% vested on the occurrence (if any) of the earliest of the dates set forth in [(d) through (f)] below:

Awards may be granted under the Plan only to Eligible Persons. Subject to adjustment as provided in [Section 10(c)], in any fiscal year of the Company during any part of which the Plan is in effect, no Participant may be granted # Options and/or Stock Appreciation Rights with respect to more than 1,000,000 Shares or # Restricted Stock, Restricted Stock Units, Performance Awards and/or Other Stock-Based Awards that are subject to [Section 8] hereof that may be settled by the issuance of more than 1,000,000 Shares. The maximum amount of cash and the Fair Market Value of property other than Shares that may be payable to any one Participant in settlement of any Restricted Stock Awards, Restricted Stock Unit Awards, Performance Awards, and/or Other Stock-Based Awards that are subject to [Section 8] hereof, is # ​ with respect to any 12 month Performance Period (not prorated for any performance period that is less than 12 months), and # with respect to any Performance Period that is more than 12 months, ​.

the aggregate in any calendar year. The limitation contained in this [Section 4(d)(ii)(A)] does not apply to any Award subject to the limitations contained in [Section 4(d)(i)] or [Section 4(d)(ii)(B)].

Limitations. Notwithstanding anything in [Section 5.3.1.4], above, to the contrary, Tenant's indemnity of Landlord as set forth in [Section 5.3.1.4], above, shall not be applicable to claims based upon Hazardous Materials which may exist in, on, under, or about the Premises as of the date of this Lease ("Existing Hazardous Materials XE "Existing Hazardous Materials" ") and Tenant shall not in any way be liable for Existing Hazardous Materials, except only to the extent that Tenant's construction activities and/or Tenant's other acts or omissions (including Tenant's failure to remove, remediate or otherwise treat or “Clean-up,” as that term is defined in [Section 5.3.4], below, the subject Existing Hazardous Materials during the tenancy of the Premises) caused or exacerbated the subject claim. Tenant shall not be liable under any circumstances for Hazardous Materials brought onto the Project or Released by Landlord or any Landlord Parties, and Landlord shall remediate the same in compliance with Environmental Laws.