Restricted Stock Agreement. Each recipient of a grant of Restricted Stock shall execute an agreement (“Restricted Stock Agreement”) in such form not inconsistent with the Plan as may be approved by the Board of Directors. Such Restricted Stock Agreements may differ among recipients.

Restricted Stock Units. Restricted Stock Units shall represent the right of a Participant to receive a payment upon vesting of the Restricted Stock Unit (or on any later date specified by the Administrator and set forth in the Award Agreement at the time of grant) equal to the Fair Market Value of a Share as of the date the Restricted Stock Unit vests or such other date as determined by the Administrator at the time the Restricted Stock Unit was granted. The Administrator, in its sole discretion, may pay earned Restricted Stock Units in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the payment to which the Participant has become entitled) or in a combination of cash and Shares. Upon the forfeiture or other termination of Restricted Stock Units without payment therefor, Shares subject to the Award shall revert to the Plan as provided in [Section 3(c)].

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

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 Unit. An Award, designated as a Restricted Stock Unit under the Plan, that represents the right to receive Company Stock and/or cash in lieu thereof upon the terms and subject to the restrictions set forth in Section 7 and which, unless otherwise expressly provided, is valued by reference to the Fair Market Value of a share of Company Stock.

Restricted Stock Units. The restrictions on Employees outstanding RSUs will lapse on the Separation Date and be paid in accordance with applicable plan rules and any requirements pursuant to Paragraph 17 and Section 409A of the Internal Revenue Code.

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

and in each case, the holders of the Common Stock receive stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for the Common Stock (any such event or transaction, a “Reorganization Event”) each share of Series A Preferred Stock outstanding immediately prior to such Reorganization Event shall, without notice to or consent of the Holder(s) and subject to Subdivision 3(k)(v), become convertible (but, for the avoidance of doubt, shall not be automatically converted in connection with such Reorganization Event) into the kind of securities, cash and other property received in such Reorganization Event by the holders of the Common Stock (other than the counterparty to the Reorganization Event or an Affiliate of such counterparty) (such securities, cash and other property, the “Exchange Property”).

Neither the Company nor any of its Affiliates shall be liable or responsible in any way for the tax consequences relating to the award of shares of Restricted Stock and its vesting. The Participant agrees to determine and be responsible for any and all tax consequences to the Participant relating to the award and vesting of Restricted Stock hereunder. If the Company is obligated to withhold an amount on account of any tax imposed as a result of the vesting of shares of Restricted Stock, the provisions of [Section 19.2] of the Plan regarding the satisfaction of tax withholding obligations shall apply (including any required payments by the Participant).

Without derogating from the foregoing, it is hereby clarified that the Israeli Participant shall bear and be liable for all tax and other consequences in the event that his/her 102 Trustee Awards and/or the Exercised Stock issued in connection thereof, as applicable, are not held for the entire Restricted Period, all as provided in [Section 102].