In the case that the Service Provider or any of the Contract Employees are working at the Company’s premises, other than in the performance of the Service Provider’s duties for the Company, the Service Provider will not remove from the Company’s premises any Company property or confidential information in any form. Upon termination of this Agreement, the Service Provider shall return to the Company all Company property then in the Service Provider’s including in Contract Employees’ possession.

Service Condition and Forfeiture. In order for any Shares hereunder to become Eligible Shares and to vest, Participant must have continuously satisfied the Service Condition through the applicable Achievement Date, and continue to satisfy the Service Condition through the Vesting Date or experience an Acceleration Event after the Achievement Date but before the Vesting Date. Except with respect to any Eligible Shares that may vest on an Acceleration Event in accordance with the prior sentence, on the Expiration Date, any outstanding Shares subject to this Award that have not vested immediately will be forfeited and returned to the Company, and Participant will have no further rights with respect to such Shares.

The Service Provider shall employ all operating and management personnel necessary to provide the Services required by this Agreement. The Service Provider shall also maintain such facilities and equipment as it deems reasonably necessary in order to provide the Services required by the Agreement. Subject to the terms (including any limitations and restrictions) of any applicable software or hardware licensing agreement then in effect between the Service Provider and any licensor, the Service Provider shall, upon termination of this Agreement, grant to the Company a perpetual license, without payment of any fee, in any electronic data processing software developed or used by the Service Provider in connection with the Services provided to the Company, if such software is not commercially available and is necessary, in the Company's reasonable judgment, for the Company to perform the functions provided by the Service Provider hereunder after termination of this Agreement.

(aa) “Service” means the provision of services by a Participant to the Company or any Subsidiary in any Service Provider capacity. A Service Provider’s Service shall be deemed to have terminated either upon an actual cessation of actively providing services or upon the entity for which the Service Provider provides services ceasing to be a Subsidiary. Except as otherwise provided in this Plan or any Agreement, Service shall not be deemed terminated in the case of # any approved leave of absence or # transfers among the Company and any Subsidiaries in the same Service Provider capacity; however, a termination shall occur if the relationship the Participant had with the Company or a Subsidiary at the Grant Date terminates, even if the Participant continues in another relationship with the Company or a Subsidiary.

Termination Period: This Option may be exercised for three months after Grantee ceases to be a Service Provider. Upon the death or Disability of the Grantee, this Option may be exercised for twelve months following Grantee's termination as a Service Provider. In no event shall this Option be exercised later than the Term/Expiration Date as provided on the attached "Notice of Grant of Stock Options and Option Agreement."

Service Provider shall post and keep current its OSHA Log at their on-Site office while Service Provider is performing Services for Owners. A copy of this OSHA Log will be provided to Service Provider representatives upon request.

Assignment. In the event of any subcontracting by the Service Provider to a non-affiliate of the Service Provider of all or any portion of the Service Provider’s duties under this Agreement, the Service Provider shall assign and transfer to the Service Recipient the full benefit of all such non-affiliate subcontractor’s performance covenants, guarantees, warranties or indemnities (if any), to the extent same are transferable or assignable, in the respect of the portion of the Services provided to the Service Recipient pursuant to such subcontracting; and if such guarantees, warranties, indemnities and benefits are not assignable, the Service Provider shall use Commercially Reasonable Efforts to procure the benefit of same for the Service Recipient through other legal permissible means. The Service Provider will also reasonably endeavor to permit the assignment of any Subcontractor engagement to a Service Recipient or its affiliates at the request of the Service Recipient upon termination of Service hereunder.

Termination of Service. If the Grantee terminates Service for any reason other than on account of a Change in Control as provided for in [Section 5] below, or due to the death or Disability of the Grantee, any RSUs that have not vested as of the date of that termination shall be forfeited to the Company. The RSUs never vest in the event of a Termination for Cause. If the Grantee's Service terminates on account of the Grantee's death or Disability, the Period of Restriction for all RSUs that have not previously vested or been forfeited shall end on the date of that termination of Service and the Grantee shall then be vested in the RSUs.

In the event of the Participant’s termination of service or death, all RSUs which are not vested shall be forfeited and of no further effect.

For all purposes of this Agreement, the term “Service Termination Date” shall mean the earlier of # the date, as determined by the Company, that you are no longer actively providing Service to the Company or, if different, an Affiliate that employs or otherwise contracts with you (the “Service Recipient”), and in the case of an involuntary termination of Service, such date shall not be extended by any notice period mandated under local law (e.g., active Service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment or other laws in the jurisdiction where you are providing Service or the terms of your employment or service agreement, if any); or # the date, as determined by the Company, that the Service Recipient is no longer an Affiliate of the Company.