Grant. Subject to the provisions of this Agreement and the provisions of the Plan, the Company hereby grants to the Participant an award (the “Award”) of the number of Restricted Stock Units set forth in paragraph 2. Each Restricted Stock Unit shall represent the right to receive upon settlement an amount of cash equal to the Fair Market Value of one share of Common Stock.

Grant. When an Award of Restricted Stock Units is granted under the Plan, the Administrator shall advise the recipient in writing of the terms, conditions and restrictions related to the offer, including the number of Restricted Stock Units, subject to the Applicable Laws, (including any applicable securities laws), and the time within which such person must accept such offer, if applicable. The offer of an Award of Restricted Stock Units shall be accepted by execution of a Restricted Stock Unit Agreement in the form determined by the Administrator.

Grant. The Company hereby grants to Participant, as a matter of separate inducement and agreement in connection with Participant’s service to the Company, the right and option to purchase (“Option”) all or any part of an aggregate of ​ Common Units (“Option Units”), on the terms and conditions set forth herein and in the Plan, subject to adjustment as provided in [Section 8] of the Plan, at a purchase price per Option Unit of $1.00 (“Exercise Price”). The Exercise Price is equal to the Fair Market Value of the Common Stock on the date hereof, which is the date on which the Option was granted to Participant (“Option Date”). This Option is not intended to qualify as an incentive stock option within the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

Grant. The Company hereby grants to the Employee under the Plan an Award of the Target Number of Performance Shares set forth on the Notice of Grant, subject to all of the terms and conditions in this Agreement and the Plan. The Performance Shares in which the Employee may vest shall depend upon achievement ​ for the Performance Period and shall be determined in accordance with the Performance Matrix, attached hereto as [Appendix B]. In accordance with the Performance Matrix, the number of the Performance Shares in which the Employee may vest will range ​. The number of such Performance Shares shall be determined by the Committee following the end of the applicable Performance Period, and shall be certified by the Committee following the end of each such Performance Period. When Shares are paid to the Employee in payment for the Performance Shares, par value will be deemed paid by the Employee for each Performance Share by past services rendered by the Employee, and will be subject to the appropriate tax withholdings. Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Plan.

Pursuant to this Stock Option Agreement (the “Option Agreement”) and the Stock Option Grant Notice to which this Option Agreement is attached (the “Grant Notice”), the Company hereby grants to the Optionee under the Plan an Option to purchase the number of Shares indicated in the Grant Notice at the exercise price per share set forth in the Grant Notice (the “Exercise Price”).

These Terms and Conditions of Nonqualified Stock Option (these “Terms”) apply to a particular stock option (the “Option”) if incorporated by reference in the Notice of Grant of Stock Option (the “Grant Notice”) corresponding to that particular grant. The recipient of the Option identified in the Grant Notice is referred to as the “Grantee.” The per share exercise price of the Option as set forth in the Grant Notice is referred to as the “Exercise Price.” The effective date of grant of the Option as set forth in the Grant Notice is referred to as the “Award Date.” The exercise price and the number of shares covered by the Option are subject to adjustment under [Section 7.1] of the Plan.

Notification of the Grant of an Option. Each Option granted under the Plan shall be evidenced by a Notification of the Grant of an Option ("Notification"). The Notification shall contain such provisions as determined appropriate by CLC; provided, however, that each Notification must at a minimum include the following terms and conditions: # that the Options are exercisable either in whole or in part, with a partial exercise not affecting the exercisability of the balance of the Option; # every share of Common Stock purchased through the exercise of an Option shall be paid for in full at the time of the exercise; # each Option shall cease to be exercisable, as to any share of Common Stock, upon the first to occur of # the Participant's purchase of the Common Stock to which the Option relates; or # the lapse of the Option; and # unless authorized by CLC, Options shall not be transferable by the Participant except by will or the laws of descent and distribution and shall be exercisable during the Participant's lifetime only by the Participant or by the Participant's guardian or legal representative.

The Option Price shall be determined by the Committee at the Grant Date, except that no Option may be granted for an Option Price less than 100% of Fair Market Value on the Grant Date.

Grant Date. “Grant Date” shall be the date set forth in the Stock Option Grant Notice.

“Option Term” means the period commencing on the grant date of a Stock Option and terminating on the Expiration Date of such Option.