Earning of Performance RSUs. Until the applicable vesting date(s) provided below, # the Performance RSUs shall be subject to forfeiture by the Participant to the Company as provided in this Agreement, and # the Participant may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Performance RSUs unless the restrictions have terminated in accordance with the provisions of this Agreement.

EarningPerformance Requirement. The Performance RSUs shall, so long as the Participant remains employed with the Company or its Subsidiaries through the end of the Performance Period (or except as otherwise provided in Section 2(a)(i) above), become vested, earned and no longer subject to forfeiture in such number of Performance RSUs. Until the applicable vesting date(s) provided below, #RSUs as shall be determined as set forth on [Exhibit A] hereto. Whether and to what extent the Performance RSUs shall become vested and earned shall be subject to forfeiture bydetermined at a meeting of the Participant toCommittee (such meeting date, the Company“Performance Vesting Date”) as provided in this Agreement, and #soon as practicable following the Participant may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of anyend of the Performance RSUs unlessPeriod pursuant to a certification by the restrictions have terminated in accordance withCommittee of the provisionsCompany’s achievement, if any, of this Agreement.the applicable performance goals set forth on [Exhibit A] hereto.

EarningGeneral Rule: Unless otherwise provided in this Agreement, so long as the Participant continues to be employed by the Company or any of its Subsidiaries through the end of the Performance Period, the Participant shall, on the Performance Vesting Date (defined in [Section 2(a)(ii)] below), vest in and earn the number of Performance RSUs. UntilRSUs determined as set forth on [Exhibit A] hereto. If, prior to the applicable vesting date(s) provided below, #end of the Performance Period, and absent the occurrence of any Change in Control, the Participant’s employment with Company and its Subsidiaries is terminated for any reason, then the Performance RSUs shall be subject to forfeitureforfeited by the Participant to the Company without consideration as provided in this Agreement, and # the Participant may not sell, assign, transfer, discount, exchange, pledge or otherwise encumber or dispose of any of the Performance RSUs unless the restrictions have terminateddate of such termination of employment and this Agreement shall terminate without payment in accordance with the provisions of this Agreement.respect thereof.