no such amendment or waiver shall, unless signed by all Affected Lenders and the Retention Provider, amend provisions relating to the Securitisation Regulations or the rights and obligations of the Retention Provider.

Term of Retention Stock Units. The “Restricted Period” for the Award is the period beginning on the Award Date and ending on the third anniversary of the Award Date. The Participant will have no voting rights with respect to the Retention Stock Units or any shares of Stock underlying the Retention Stock Units until the shares of Stock are issued in settlement of the vested Retention Stock Units.

Restriction and Retention Period. The Award of Restricted Stock Units will be subject to a one-year Restriction Period. In addition, pursuant to this election, this Award will be subject to a Retention Period that will expire upon my Separation from Service (within the meaning of section 409A of the Internal Revenue Code of 1986, as amended) (a “Separation From Service”) or death. Restricted Stock Units will not be settled in Restricted Stock Unit Shares until the expiration of every applicable Restriction Period and Retention Period.

Amount of Retention Incentive. Subject to the provisions of Paragraph 4 below, as soon as practical after the Retention Date Albany shall cause Employee to be paid for any unvested Phantom Performance Stock units that may have been previously awarded to him in accordance with the special vesting provisions of Albany’s 2011 Performance Phantom Stock Plan (the “Plan”). For the avoidance of any doubt, one-half of the unvested Performance Phantom Stock units credited to his Performance Phantom Stock Account shall vest on the Retention Date and the balance shall be forfeited. Payment for the units vesting on the Retention Date (the “Retention Incentive”) shall be calculated and paid according to the terms of the Plan.

Retention of Services; Term. The Company hereby retains the services of Employee, and Employee agrees to furnish such services, upon the terms and conditions hereinafter set forth. Subject to earlier termination on the terms and conditions hereinafter provided, and further subject to certain provisions hereof which survive the term of the employment of Employee by the Company, the term of this Agreement shall be comprised of a three year period of employment commencing on ​ and ending on ​ (the “Initial Term”), and shall be extended thereafter for two additional one-year periods (each an “Additional Term”, and together with the Initial Term, the “Term”) unless or until the Company or Employee provides no less than 90 days’ prior notice to the other party of the termination of this Agreement at the end of the then-current Term.

Retention of Revisionary Interest. By the assignment and grant provided for in Paragraph 1.1, IIM reserves a right of reverter of the Lease Applications (or leases acquired thereby), upon failure of ALY to complete all of its deliverables described in [Section 2] by the end of the Term or upon ALY terminating work on development of the Properties. This Contingent Right of Reverter may be enforced in equity; the Parties recognize that an adequate remedy at law might not exist. The governing jurisdiction for equitable and legal remedies shall be as provided in Paragraph 14.1.

Notwithstanding the provisions of [sections 2(a), 2(b) and 3]3]3] hereof or any other provision of this Agreement or the Plan, if # the Grantee is a party to an Executive Retention Employment Agreement with the Company (as amended from time to time, “Retention Agreement”) and has not waived his or her rights, either entirely or in pertinent part, under such Retention Agreement, and # the Effective Date (as defined in the Retention Agreement) has occurred and the Employment Period (as defined in the Retention Agreement) has commenced and has not terminated pursuant to [section 3(b)] of the Retention Agreement then, so long as the Grantee is then providing Service, the Restricted Stock Units shall vest upon a Change of Control as defined in the Retention Agreement (“Change of Control”), instead of in accordance with the vesting schedule set forth in this [section 2].

Additional Conditions to Retention Payment. Employee acknowledges his or her obligations under the Confidentiality and Non-Competition Agreements and any other confidentiality, non-competition, non-solicitation, or assignment of intellectual property rights agreements (the “Restrictive Covenant Agreements”) that Employee has signed. Employee’s eligibility to receive the Retention Payment is conditioned upon Employee being in compliance with all provisions of such Restrictive Covenant Agreements and the terms of this Agreement through the date of payment of the Retention Payment.

this Special Retention Award and the Shares acquired under the Plan, and the income from and value of same, are not intended to replace any pension rights or compensation;

This letter shall be construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to conflicts-of-law principles. This letter contains the entire understanding between you and the Company with respect to your eligibility for the Retention Bonus and related terms. However, nothing in this letter is intended to waive your rights under previous awards of LTIP and retention.