Vesting Period: For awards granted prior to ​, third anniversary of grant date. For awards made on or after ​, awards vest ratably over three (3) years, with one-third becoming exercisable on each of the first, second, and third anniversary of the grant date.

Vesting Period: Third anniversary of grant date.

Awards automatically vest upon a Change in Control unless the awards are either continued or replaced with similar awards. In those instances where awards are continued or replaced, the awards will then automatically vest if the holder is terminated without Cause or the holder terminates employment for Good Reason within two years of the Change in Control.

Performance; Time. Whenever any performance obligation hereunder shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”. If any provision of this Agreement refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action.

Settlement of Vested Units. Vested Units will be settled, net of withholding, in cash in an amount equal to the Fair Market Value on the vesting date of the specified number of shares of Stock covered by the Vested Units. Notwithstanding the foregoing, Vested Units shall have a maximum cash value of ​ per Vested Unit (if the Fair Market Value on the vesting date for any Vested Unit is greater than ​ per Vested Unit, the cash value of the Vested Unit shall be deemed to be ​ per Vested Unit).

Performance Units. Subject to the limitations set forth in [Section 10(c)], the Committee may in its discretion grant Performance Units to any Eligible Person and shall evidence such grant in an Award Agreement that is delivered to the Participant which sets forth the terms and conditions of the Award.

The number of Performance Stock Units earned shall be determined, and shall vest, as of ​ based on the relative level of achievement of the Performance Goals as set forth in [Exhibit A] or earlier, upon an Acceleration Event (as defined in [Section 5]). The number of Performance Stock Units earned shall be determined by providing equal weight to the Performance Goals (such number of Performance Stock Units, the “Vested Performance Stock Units”). The determination of the Vested Performance Stock Units shall be made by the Compensation Committee of the Board of Directors in its sole discretion as soon as administratively possible after the Company’s audited financial statements are available for the final fiscal year of the Performance Period. Any Performance Stock Units or rights to Performance Stock Units that do not become Vested Performance Stock Units as of ​, or earlier upon an Acceleration Event, shall be immediately and automatically forfeited to the Company without notice and without consideration.

Payment of Vested Restricted Share Units. The Company will deliver to Grantee the Shares underlying any vested Restricted Share Units (and pay to Grantee in cash any vested dividend equivalent amounts pursuant to [Section 4] below) within 30 days after the date that such Restricted Share Units become vested. Notwithstanding the foregoing, to the extent that Grantee’s Restricted Share Units constitute a “deferral of compensation” payable upon Grantee’s “separation from service” and Grantee is a “specified employee” (within the meaning of Section 409A of the Code) at the time of such separation from service, payment of any vested Restricted Share Units shall be made, to the extent required by Section 409A of the Code, at least six months after Grantee’s separation from service. Further, to the extent that Grantee’s Restricted Share Units constitute a “deferral of compensation” within the meaning of Section 409A of the Code, payment of any vested Restricted Share Units pursuant to [Section 21] of the Plan (relating to a Change in Control) shall be made within 60 days following the earlier of # the occurrence of a “change in the ownership,” a “change in the effective control,” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code; or # Grantee’s “separation from service” within the meaning of Section 409A of the Code; provided that payment to a “specified employee” within the meaning of Section 409A of the Code shall be made, to the extent required by Section 409A of the Code, at least six months after Grantee’s separation from service.

Time and Form of Payment. Payment of vested Earned Units shall be made as soon as practicable (but not later than 45 days) following the close of the Performance Period; provided, however, that in the event of a Participant’s death, Disability or Retirement that constitutes a “Separation from Service” within the meaning of Code Section 409A during the Performance Period, payment of the vested Earned Units shall be made within ninety (90) days following the end of the Performance Period. Payment shall be in the form of a number of shares of Common Stock equal to the number of Earned Units subject hereto.

period, then the Employee shall vest in any earned Units based on performance during such performance period and the Shares representing such vested Units shall be paid to the Employee.