Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

General. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the vesting criteria are met, will determine the number of Restricted Stock Units.Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Administrator in its discretion. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units. Upon meeting the applicable vesting criteria, the ParticipantUnits that will be entitledpaid out to receive a payout asthe Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator,Administrator in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.discretion.

Restricted Stock Units. Upon meetingRestricted Stock Units shall represent the applicable vesting criteria, theright of a Participant will be entitled to receive a payoutpayment 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. NotwithstandingAdministrator at the foregoing, at any time after the grant of Restricted Stock Units, theUnit was granted. The Administrator, in its sole discretion, may reducepay 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 waive any vesting criteria that must be metin a combination of cash and Shares. Upon the forfeiture or other termination of Restricted Stock Units without payment therefor, Shares subject to receive a payout.the Award shall revert to the Plan as provided in [Section 3(c)].

Nature of Restricted Stock Units. Upon meetingThe Administrator may grant Restricted Stock Units under the applicable vesting criteria,Plan. A Restricted Stock Unit is an Award of stock units that may be settled in shares of Stock (or cash, to the Participant willextent explicitly provided for in the Award Certificate) upon the satisfaction of such restrictions and conditions at the time of grant. Conditions may be entitled to receive a payout asbased on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award shall be determined by the Administrator. NotwithstandingAdministrator, and such terms and conditions may differ among individual Awards and grantees. Except in the foregoing, at any time after the grantcase of Restricted Stock Units with a deferred settlement date that complies with Section 409A, at the end of the vesting period, the Restricted Stock Units, to the Administrator,extent vested, shall be settled in the form of shares of Stock. Restricted Stock Units with deferred settlement dates are subject to Section 409A and shall contain such additional terms and conditions as the Administrator shall determine in its sole discretion, may reduce or waive any vesting criteria that must be metdiscretion in order to receive a payout.comply with the requirements of Section 409A.

Grant. Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant willUnits may be entitledgranted at any time and from time to receive a payouttime as determined by the Administrator. NotwithstandingAfter the foregoing, at any time afterAdministrator determines that it will grant Restricted Stock Units, it will advise the grantParticipant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.Units.