Accelerated Restricted Stock Units. With respect to an Employee who is or was at any time a named executive officer (as determined under Item ​ of Regulation S-K of the Securities Exchange Act of 1934, as amended), the Units are subject to all the terms and conditions set forth in the Plan regarding Accelerated Restricted Stock Units including, but not limited to, the retention requirements as provided in [Section 9(c)] of the Plan.

Subject to the terms and conditions of this Grant Agreement and of the Plan, the Company hereby grants to the Employee PARSUs together with dividend equivalent units, as set forth below.

Two vesting requirements must be satisfied on or before the Expiration Date in order for a Restricted Stock Unit to vest (in whole or in part) – a time and service-based requirement (the “Time-Based Component”) and the occurrence of a Liquidity Event (the “Performance-Based Component”). If both the Time-Based Component and the Performance-Based Component are satisfied, the Restricted Stock Unit will vest on the first date upon which both of those requirements were satisfied with respect to that particular Restricted Stock Unit.

Grant of Restricted Stock. The Company hereby grants ("Grant") to the Grantee an award of TWENTY-FIVE THOUSAND (25,000) shares of the Company's Series A Convertible Preferred Stock, $0.01 par value per share ("Shares"). The Shares granted shall be issued in certificate form in the name of the Grantee as soon as reasonably practicable after the Date of Grant and shall be subject to the execution and return of this Agreement by the Grantee to the Company as provided in [Section 9] hereof.

Grant of Restricted Stock. The Administrator is authorized to make Awards of Restricted Stock to any Service Provider selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. All Awards of Restricted Stock shall be evidenced by an Award Agreement.

Grant of Restricted Stock. Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of shares of Restricted Stock provided in the Grant Notice. The Company may make one or more additional grants of Restricted Stock to the Participant under this Award Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions differing from this Award Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional shares of Restricted Stock hereunder and makes no implied promise to grant additional shares of Restricted Stock.

GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock to Participants in such amounts as the Committee shall determine.

Grant of Restricted Stock. Subject in all respects to the Plan and the terms and conditions set forth herein and therein, on the Grant Date you were automatically granted [#] shares of Restricted Stock (the “Award”). To the extent required by law, you shall pay to the Company the par value ($0.10) for each share of Restricted Stock awarded to you simultaneously with the execution of this Agreement.

“Restricted Stock Unit” means the Units issued pursuant to a Restricted Stock Grant under [Section 8] of the Company’s 2008 Performance Plan, or any successor equity compensation plan, so long as such Units remain subject to the restrictions and conditions specified in this Plan pursuant to which such Restricted Stock Grant is made.

“Award” means, individually or collectively, a grant under the Plan of Nonqualified Stock Options, Incentive Stock Options, Restricted Stock or Restricted Stock Units.