Restricted Stock Units. The Administrator is authorized to grant Restricted Stock Units to any Eligible Individual. The number and terms and conditions of Restricted Stock Units shall be determined by the Administrator. The Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, in each case, on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or permit the Participant to elect, the conditions and dates upon which the Shares underlying the Restricted Stock Units shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be consistent with the applicable provisions of Section 409A of the Code or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit.

Section # Restricted Stock Units. The Administrator is authorized to grantmake Awards of Restricted Stock Units to any Eligible Individual. The numberService Provider selected by the Administrator in such amounts and subject to such terms and conditions of Restricted Stock Units shall beas determined by the Administrator. The Administrator shall specifyExcept as otherwise determined by the date or dates on which theAdministrator, Restricted Stock Units that vest solely based on the continued service of the Service Provider shall become fully vested and nonforfeitable, andvest ratably in equal annual installments over a three-year period, on each of the first three anniversaries of the grant date. The Administrator may specify suchany conditions to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including service toappropriate. For the Company or any Affiliate, in each case, on a specified date or dates or over any period or periods, as determined byavoidance of doubt, the Administrator. The Administrator shall specify, or permit the Participant to elect, the conditions and dates upon which the Shares underlying themay grant Restricted Stock Units that are fully vested and nonforfeitable when granted. At the time of grant, the Administrator shall be issued, which dates shall not be earlier thanspecify the settlement date asapplicable to each grant of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be consistent withUnits. Unless otherwise provided in an Award Agreement, on the applicable provisions of Section 409A of the Code or an exemption therefrom. On the distribution dates,settlement date, the Company shall issueshall, subject to the terms of this Plan, transfer to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit.Unit scheduled to be paid out on such date and not previously forfeited.

General. Restricted Stock Units. The Administrator is authorized to grantor Restricted Stock Units may be issued under the Plan. The Administrator shall determine the Eligible Recipients to any Eligible Individual. The numberwhom, and terms and conditions ofthe time or times at which, Restricted Stock or Restricted Stock Units shall be determined by the Administrator. The Administrator shall specify the datemade. Each Participant who is granted Restricted Stock or dates on which the Restricted Stock Units shall become fully vestedenter into an Award Agreement with the Company, containing such terms and nonforfeitable, and may specify such conditions as the Administrator shall determine, in its sole discretion, including, among other things, the number of Shares to vesting as it deems appropriate, including conditions based on onebe awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Stock or more Performance CriteriaRestricted Stock Units; the period of time restrictions, performance goals or other specific criteria, including serviceconditions that apply to the CompanyTransferability, delivery or any Affiliate, in each case, on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or permit the Participantvesting of such Awards (the “Restricted Period”); and all other conditions applicable to elect, the conditions and dates upon which the Shares underlying the Restricted Stock Unitsand Restricted Stock Units. If the restrictions, performance goals or conditions established by the Administrator are not attained, a Participant shall be issued, which dates shall not be earlier thanforfeit his or her Restricted Stock or Restricted Stock Units, in accordance with the date asterms of whichthe grant. The provisions of the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be consistent with the applicable provisions of Section 409A of the Code or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit.Units need not be the same with respect to each Participant.

Nature of Restricted Stock Units. The Administrator is authorized tomay grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an Award of stock units that may be settled in shares of Stock (or cash, to any Eligible Individual.the extent explicitly provided for in the Award Certificate) upon the satisfaction of such restrictions and conditions at the time of grant. Conditions may be based on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives. The number and terms and conditions of Restricted Stock Unitseach such Award shall be determined by the Administrator. The Administrator shall specifyAdministrator, and such terms and conditions may differ among individual Awards and grantees. Except in the case of Restricted Stock Units with a deferred settlement date or dates on whichthat complies with Section 409A, at the end of the vesting period, the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including serviceUnits, to the Company or any Affiliate,extent vested, shall be settled in each case, on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or permit the Participant to elect, the conditions and dates upon which the Shares underlying theform of shares of Stock. Restricted Stock Units with deferred settlement dates are subject to Section 409A and shall be issued, which datescontain such additional terms and conditions as the Administrator shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be consistentdetermine in its sole discretion in order to comply with the applicable provisionsrequirements of Section 409A of the Code or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit.409A.

Restricted Stock Units. The Administrator is authorized to grant Restricted Stock Units to any Eligible Individual. The number and terms and conditions of Restricted Stock Units shall be determined byrepresent the Administrator. The Administrator shall specify the date or dates on whichright of a Participant to receive a payment upon vesting of the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including conditions basedUnit (or on one or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, in each case, on alater date specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or permitand set forth in the ParticipantAward Agreement at the time of grant) equal to elect, the conditions and dates upon which the Shares underlying the Restricted Stock Units shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be consistent with the applicable provisions of Section 409A of the Code or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of one sucha Share in cash) for each vested and nonforfeitableas of the date the Restricted Stock Unit.Unit vests or such other date as determined by the Administrator at the time the Restricted Stock Unit was granted. The Administrator, in its sole discretion, may pay earned Restricted Stock Units in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the payment to which the Participant has become entitled) or in a combination of cash and Shares. Upon the forfeiture or other termination of Restricted Stock Units without payment therefor, Shares subject to the Award shall revert to the Plan as provided in [Section 3(c)].

Restricted Stock Units. TheSubject to the terms and provisions of this Plan, the Administrator is authorized to grantmake awards of Restricted Stock Units to any Eligible Individual. The numberParticipant in such amounts and subject to such terms and conditions as may be selected by the Administrator. These restrictions may lapse separately or in combination at such times, under such circumstances, in such instalments, time-based or upon the satisfaction of performance goals or otherwise, as the Administrator determines at the time of the grant of the Award. (Refer to Performance Goals, [Section 14.4]). All awards of Restricted Stock Units shall be determinedevidenced by the Administrator. The Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, in each case, on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or permit the Participant to elect, the conditions and dates upon which the Shares underlying the Restricted Stock Units shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be consistent with the applicable provisions of Section 409A of the Code or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit.Award Agreements.

Restricted Stock Units.General. The Administrator is authorizedwill set vesting criteria in its discretion, which, depending on the extent to grant Restricted Stock Units to any Eligible Individual. Thewhich the vesting criteria are met, will determine the number and terms and conditions of Restricted Stock Units shallthat will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Administrator. The Administrator shall specifyin its discretion. Upon meeting the date or dates on whichapplicable vesting criteria, the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditionsParticipant will be entitled to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, in each case, onreceive a specified date or dates or over any period or periods,payout as determined by the Administrator. The Administrator shall specify, or permitNotwithstanding the Participant to elect,foregoing, at any time after the conditions and dates upon which the Shares underlying thegrant of Restricted Stock Units shallUnits, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be consistent with the applicable provisions of Section 409A of the Code or an exemption therefrom. On the distribution dates, the Company shall issuemet to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit.receive a payout.

Restricted Stock Units. The Administrator is authorized to grant Restricted Stock Units to any Eligible Individual. The numberIndividuals, and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Stock Units shall be determined by the Administrator. The Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, in each case, on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or permit the Participant to elect, the conditions and dates upon which the Shares underlying the Restricted Stock Units shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be consistent with the applicable provisions of Section 409A of the Code or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit.appropriate.

Nature of Restricted Stock Units.Unit Awards. The Administrator is authorized tomay grant Restricted Stock Unit Awards under the Plan. A Restricted Stock Unit Award is an Award of Restricted Stock Units that, subject to any Eligible Individual. The number andthe terms and conditions of Restrictedthe applicable Award Certificate, may be settled in shares of Stock Units(or cash, to the extent explicitly provided for in the Award Certificate) upon the satisfaction of applicable restrictions and conditions at the time of grant. Conditions may be based on continuing employment (or other Service Relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions of each such Award shall be determined by the Administrator. The Administrator shall specifyAdministrator, and such terms and conditions may differ among individual Awards and grantees. To the date or dates on whichextent permitted by the Administrator, the settlement of Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditionsbe deferred to vesting as it deems appropriate, including conditions based on one or more Performance Criteriadates specified in the applicable Award Certificate or other specific criteria, including service to the Company or any Affiliate, in each case, on a specified date or dates or over any period or periods, as determinedelected by the Administrator. Thegrantee. Each Restricted Stock Unit Award that is subject to Section 409A shall contain such additional terms and conditions as the Administrator shall specify, or permit the Participantdetermine in its sole discretion in order to elect, the conditions and dates upon which the Shares underlying the Restricted Stock Units shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be consistentcomply with the applicable provisionsrequirements of Section 409A of the Code or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit.409A.