Annual Equity Grant. During the term of employment, Executive shall be eligible to participate under the applicable equity plan of the Company then in effect, as amended from time to time, or any successor plans (collectively, the “Company Equity Plan”), for the award of an annual grant of equity thereunder (the “Annual Equity Grant”). The actual award and amount of any Annual Equity Grant will be determined by the Board or the Compensation Committee of the Board in accordance with the terms of the applicable Company Equity Plan and subject to the provisions thereof.

Equity Grant. The Executive shall be eligible for a regular annual equity grant (with such eligibility determined on the same basis as other senior executives, in the discretion of the Compensation Committee of the Company (“Compensation Committee”)) and for other grants under such equity or long-term incentive plan as may be adopted by the Company from time to time. The terms of any such grants shall be determined in the discretion of the Compensation Committee. All stock options granted to the Executive shall be incentive stock options to the fullest extent permitted by law.

Equity Grant. Nothing in this Agreement affects any prior grant by the Company to you of options to purchase shares of the Company’s common stock as set forth in Incentive Stock Option Agreements (“Stock Agreements”), which may be subject to the [[Company:Organization]] 2008 Equity Incentive Plan (the “2008 Plan”) and/or the 2016 Stock Option and Incentive Plan (the “2016 Plan”) and, together with the Stock Agreements, the “Equity Documents”.

Initial Equity Grant. Upon first being appointed to the Board, a Non-Employee Director shall automatically receive an initial equity grant under the Company’s 2016 Incentive Award Plan (the “2016 Plan”) having a grant date fair value of $250,000 as of the date of grant (the “Initial Equity Grant”). The Non-Employee Director may elect to receive the Initial Equity Grant in the form of # 100% stock options, # 100% restricted stock awards, # 100% restricted stock units, # 50% stock options and 50% restricted stock awards or # 50% stock options and 50% restricted stock units (the “Initial Grant Election”). The number of options granted will be calculated using # a grant-date stock price equal to the 45-trading day trailing average at the closing on the grant date and # the applicable Black-Scholes ratio. The number of restricted stock awards or restricted stock units granted will be calculated using a grant-date stock price equal to the 45-trading day trailing average at the closing on the grant date. The stock options, restricted stock awards or restricted stock units, as applicable, subject to the Initial Equity Grant shall vest in substantially equal quarterly installments for three years following the date of the grant, subject to such Non-Employee Director’s continued service on the Board through such vesting dates.

Equity Grant. Within thirty (30) days of the Effective Date, the Executive shall be awarded a grant of Two Hundred Seventy-Five Thousand (275,000) restricted common LP units in the Partnership (the “Restricted Units”) under the StoneMor Partners L.P. Amended and Restated 2019 Long Term Incentive Plan and any successor plan thereto (the “LTIP”) which shall vest in equal quarterly installments over a four year period, commencing as of the Effective Date, have rights to distributions consistent with fully vested common LP units in the Partnership and be subject to such other terms and conditions set forth in the grant agreement attached hereto as Exhibit B.

Annual Equity Grant. During the term of employment, Executive shall be eligible to participate under the applicable equity plan of the Company then in effect, as amended from time to time, or any successor plans (collectively, the “Company Equity Plan”), for the award of an annual grant of equity thereunder (the “Annual Equity Grant”). The actual award and amount of any Annual Equity Grant will be determined by the Board or the Compensation Committee of the Board in accordance with the terms of the applicable Company Equity Plan and subject to the provisions thereof. Executive’s initial Annual Equity Grant will made on the Effective Date and have a grant date fair market value equal to $575,000.

Equity Grant. You also have received a grant of 4,000 Performance-based Restricted Stock Units (the “2021 Grant”) under the Company’s 2016 Equity Incentive Plan, which will vest on December 31, 2021, subject to your achievement of performance goals established by the Chief Executive Officer and set forth in the grant agreement. If your employment with the Company is terminated prior to December 31, 2021, other than for Cause (as defined in [Section 3(e)] below), then you will receive pro-rated vesting of the 2021 Grant, which will vest on your last day of employment. All of your other existing equity grants will continue to vest in accordance with their terms.

Synergy Equity Grant. The Executive shall be awarded, no later than August 31, 2021, a number of restricted stock units valued based on closing price of the Company’s Shares on the grant date equal to $666,6667 (the “Synergy Equity Grant”), which grant shall be subject to the applicable form of award agreement and the satisfaction of the time and performance-based vesting conditions below to be achieved no later than the third (3rd) anniversary of the Effective Date as follows:

Annual Equity Grant. Each Non-Employee Director who is serving on the Board as of each meeting of the Company’s stockholders and will continue to serve as a Non-Employee Director immediately following such meeting shall automatically receive an annual equity grant under the 2016 Plan having a grant date fair value of $250,000 as of the date of grant (the “Annual Equity Grant”) as of the date of each annual meeting of stockholders. The Non-Employee Director may elect to receive the Annual Equity Grant in the form of # 100% stock options, # 100% restricted stock awards, # 100% restricted stock units, # 50% stock options and 50% restricted stock awards or # 50% stock options and 50% restricted stock units (the “Annual Grant Election”). The number of options granted will be calculated using # a grant-date stock price equal to the 45-trading day trailing average at the closing on the grant date and # the applicable Black-Scholes ratio. The number of restricted stock awards or restricted stock units granted will be calculated using a grant-date stock price equal to the 45-trading day trailing average at the closing on the grant date. The stock options, restricted stock awards or restricted stock units, as applicable, subject to the Annual Equity Grant shall vest in substantially equal quarterly installments through the first anniversary of the date of the grant or, if earlier, on the date of the next annual meeting (the “Annual Vesting Schedule”), in either case, subject to such Non-Employee Director’s continued service on the Board through such vesting date. If a Non-Employee Director is first elected to the Board other than on the date of the annual stockholder meeting, such Non-Employee Director shall receive an Annual Equity Grant as of the date of first being appointed to the Board that will be prorated based on the number of days remaining between his or her election and the next anticipated annual stockholder meeting. Such Non-Employee Director’s stock options, restricted stock awards or restricted stock units, as applicable, shall vest with respect to a pro-rated portion of the Annual Equity Grant on the first vesting date following the date such Non-Employee Director joins the Board (based on the time served before such vesting date) and thereafter in accordance with the Annual Vesting Schedule as if such Director had been serving on the Board from the applicable annual meeting , subject to such Non-Employee Director’s continued service on the Board through such vesting date. For purposes of clarity, a Non-Employee Director elected on the date of the annual stockholder meeting will receive both the Initial Equity Grant and the Annual Equity Grant.

Equity Grant. On the Effective Date, Executive shall be granted a restricted stock unit award having a grant date fair value of approximately $3,000,000 (the “RSUs”). Such RSUs shall be # convertible into the Company’s common stock on a one-for-one basis on the vesting date (subject the following conditions), # issued pursuant to and consistent with the terms and conditions of the Company’s 2014 Incentive Plan, and # be subject to the terms and conditions set forth in the form restricted stock unit award certificate adopted by the Compensation Committee as modified by the provisions hereof. Subject to Executive’s continued employment with the Company on the vesting date, # one-half of the RSUs shall vest in two equal installments on the First Anniversary and the Second Anniversary (the “Time-Based RSUs”), and # one-half of the RSUs shall vest on the Second Anniversary based on the Company’s achievement of the run rate synergies as set forth on Exhibit A hereto (the “Performance-Based RSUs”). Executive may earn between 0% and 120% of the Performance-Based RSUs.