Performance Period and Goals. The vesting of the RSUs is subject to the achievement of the performance goals (the “Performance Goals”) indicated in the Grant Letter during the performance period indicated in the Grant Letter (the “Performance Period”), as well as on continuous employment by the Participant until the Vesting Date (as defined below).

The Performance Goal must be achieved during the Performance Period and Goals. The vesting of(as reported in the subsequent quarter) in order for the RSUs to vest. In the event that the Performance Period expires and the Performance Goal is subject tonot achieved, the achievement of the performance goals (the “Performance Goals”) indicated in the Grant Letter during the performance period indicated in the Grant Letter (the “Performance Period”), as well as on continuous employment by the Participant until the Vesting Date (as defined below).Grants shall expire and be cancelled.

Performance Requirement. The Performance RSUs shall, so long as the Participant remains employed with the Company or its Subsidiaries through the end of the Performance Period (or except as otherwise provided in [Section 2(a)(i)] above), become vested, earned and Goals. The vestingno longer subject to forfeiture in such number of Performance RSUs as shall be determined as set forth on [Exhibit A] hereto. Whether and to what extent the Performance RSUs shall become vested and earned shall be determined at a meeting of the RSUs is subject toCommittee (such meeting date, the achievement“Performance Vesting Date”) as soon as practicable following the end of the Performance Period pursuant to a certification by the Committee of the Company’s achievement, if any, of the applicable performance goals (the “Performance Goals”) indicated in the Grant Letter during the performance period indicated in the Grant Letter (the “Performance Period”), as well asset forth on continuous employment by the Participant until the Vesting Date (as defined below).[Exhibit A] hereto.