Bonus Restricted Stock. For the period between the Effective Date and December 31, 2017, the Employee shall earn a guaranteed bonus. As payment of this guaranteed bonus, on the Effective Date, the Company shall grant to Employee 1,302,084 restricted shares of the Company’s Common Stock which will vest on December 31, 2017 upon the Employee’s employment continuing through December 31, 2017.

Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to Eligible Persons on the following terms and conditions:

Restricted Stock Award. The Company hereby grants to the Holder an aggregate of Forty-One Thousand, Four Hundred Eighty-Seven (41,487) shares of Restricted Stock (“Award Restricted Stock”) on the terms and conditions set forth in the Plan and supplemented in this Award, including, without limitation, the restrictions more specifically set forth in Section 2 below.

Restricted Stock Units. The Administrator is authorized to grant Restricted Stock Units to any Eligible Individual. The number and terms and conditions of Restricted Stock Units shall be determined by the Administrator. The Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, in each case, on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or permit the Participant to elect, the conditions and dates upon which the Shares underlying the Restricted Stock Units shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be consistent with the applicable provisions of Section 409A of the Code or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit.

Restricted Stock Agreement. Each Award of Restricted Stock shall be evidenced by an Award Agreement that shall specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, shall determine. Unless the Administrator determines otherwise, Shares of Restricted Stock shall be held by the Company as escrow agent until the restrictions on the Shares have lapsed.

Restricted Stock Units. During the Employment Term, you shall receive awards of restricted stock units (“RSUs”) as follows:

Restricted Stock Awards. The Board in its discretion may grant Restricted Stock Awards, entitling the recipient to acquire, for a purchase price determined by the Board, shares of Common Stock subject to such restrictions and conditions as the Board may determine at the time of grant (“Restricted Stock”), including continued employment and/or achievement of pre-.established performance goals and objectives.

TAX-FREE REORGANIZATION. The Merger is intended to be a tax-free plan of reorganization within the meaning of [Section 368(a)(1)(F)] of the Code.

Reorganization, Recapitalization, Merger. If there occurs any reorganization, recapitalization, reclassification, merger, or statutory conversion to another form of business entity involving the Company in which the equity securities of the Company are converted into or exchanged for other securities (other than a transaction covered by [Section 5(a)], then Lender will receive upon conversion of this Note, in lieu of the equity securities of the Company immediately theretofore issuable upon conversion of this Note, for the aggregate Conversion Price in effect prior thereto, the kind and amount of other securities receivable upon such reorganization, recapitalization, reclassification, merger, or statutory conversion to another form of business entity, by the holders of the number of equity securities of the Company for which this Note could have been converted immediately prior to such reorganization, recapitalization, reclassification, merger, or statutory conversion to another form of business entity.

The Executive is awarded the number of Restricted Stock Units or Cash Settled Restricted Stock Units (applicable for certain non-U.S. Executives only) specified in the Acceptance Certificate.