Stock Unit Awards. A Participant shall receive a Stock Unit Award for each calendar quarter in respect of his Mandatory Conversion and any Voluntary Conversion applicable to such quarter. Such Stock Unit Award shall equal the number of the Stock Units determined by dividing # the aggregate dollar amount of the Participant’s Director’s Fees that are converted to a Stock Unit Award for the quarter by his Mandatory Conversion and Voluntary Conversion, by # the Fair Market Value of the Common Stock on the last business day of such calendar quarter. Each Stock Unit Award shall be credited to the Participant’s Stock Unit Account as of the first day following the end of the calendar quarter for which such Stock Unit Award is granted.

The Executive may, during the Term of this Agreement, be eligible for Awards and may be granted Awards under the [[Organization A:Organization]]’s Equity Plan. The terms and conditions of each Award is set forth in an Award Agreement entered between [[Organization A:Organization]] and Employee and are subject to the terms and conditions of the [[Organization A:Organization]]’s Equity Plan and the Award Agreement under which the Award is issued.

Restricted Stock Awards. The Board in its discretion may grant Restricted Stock Awards, entitling the recipient to acquire, for a purchase price determined by the Board, shares of Common Stock subject to such restrictions and conditions as the Board may determine at the time of grant (“Restricted Stock”), including continued employment and/or achievement of pre-.established performance goals and objectives.

Restrictions on Stock Awards. Each Stock Award shall be subject to such conditions, restrictions and contingencies as the Committee shall determine. These may include continuous service and/or the achievement of performance measures. The Committee may designate a single goal criterion or multiple goal criteria for performance measurement purposes, with the measurement based on absolute Company or business unit performance and/or on performance as compared with that of other publicly traded companies.

Outside Director Stock Awards shall be granted pursuant to this Section 9 as determined by the Administrator at the time of grant and as set forth in the applicable Outside Director Stock award agreement.

Performance and Stock Awards. Subject to the terms of this Plan, the Administrator will determine all terms and conditions of each award of Shares, Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units, including but not limited to: # the number of Shares and/or units to which such Award relates; # whether, as a condition for the Participant to realize all or a portion of the benefit provided under the Award, one or more Performance Goals must be achieved during such period as the Administrator specifies; # whether the restrictions imposed on Restricted Stock or Restricted Stock Units shall lapse, and all or a portion of the Performance Goals subject to an Award shall be deemed achieved, upon a Participant’s death, Disability or Retirement; # the length of the vesting and/or performance period and, if different, the date on which payment of the benefit provided under the Award will be made; # with respect to Performance Units, whether to measure the value of each unit in relation to a designated dollar value or the Fair Market Value of one or more Shares;(f) with respect to Restricted Stock Units and Performance Units, whether to settle such Awards in cash, in Shares (including Restricted Stock), or a combination thereof; and # whether an Award shall include the right to receive dividends or Dividend Equivalent Units provided, however, that no dividends or Dividend Equivalent Units shall be paid with respect to Performance Shares, Performance Share Units, or any other Award that is subject to Performance Goals until the relevant Performance Goals have been achieved.

Other Stock-Based Awards. Subject to the terms of this Plan, the Administrator may grant to Participants other types of Awards, which may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, Shares, either alone or in addition to or in conjunction with other Awards, and payable in Stock or cash. Without limitation except as provided herein, such Award may include the issuance of shares of unrestricted Stock, which may be awarded in payment of director fees, in lieu of cash compensation, in exchange for cancellation of a compensation right, as a bonus, or upon the attainment of Performance Goals or otherwise, or rights to acquire Stock from the Company. The Administrator shall determine all terms and conditions of the Award, including but not limited to, the time or times at which such Awards shall be made, and the number of Shares to be granted pursuant to such Awards or to which such Award shall relate; provided that any Award that provides for purchase rights shall be priced at 100% of Fair Market Value on the date of the Award.

Restricted Stock Unit Awards. Participants shall be considered to have vested in a fractional portion of the Participant’s Restricted Stock Units (and related Dividend Equivalent RSUs) provided that the Participant’s Termination may not otherwise lead to their vesting under the terms of the applicable Restricted Stock Unit Award Agreement issued to the Participant under the LTIP. The portion of Participant’s Granted RSUs (and related Dividend Equivalent RSUs) (as those terms are defined in the applicable Restricted Stock Unit Award Agreement) that vest under this provision is determined as follows:

Restricted Stock Awards/Restricted Stock Units. Employee’s unvested Restricted Stock Awards (“RSAs”) and Restricted Stock Units (“RSUs”) under the Company’s Amended and Restated Equity Incentive Plan and the Company’s 2015 Omnibus Incentive Plan (collectively, the “Equity Incentive Plans”) shall continue to vest through the Separation Date. Pursuant to the terms of the Employee’s Restricted Stock Award Agreements and Restricted Stock Unit Award Agreements, Employee agrees that any RSAs and RSUs that have not vested on or prior to the Separation Date are forfeited and cancelled. For avoidance of doubt, Employee shall not receive any additional RSAs or RSUs.

Effect on Options, Restricted Stock Awards and Other Stock-Based Awards. In addition to any acceleration provisions expressly provided in the applicable option agreement, stock restriction agreement or any other agreement between a Participant and [[Organization A:Organization]] in respect of an Award, upon consummation of an Acquisition (as defined below), the Board shall have the authority to accelerate the date(s) that # any outstanding Options shall become exercisable, # any Restricted Stock Awards then outstanding shall become free of repurchase provisions, and # any other stock-based Awards shall become exercisable, realizable or vested, or shall become free of repurchase provisions, as the case may be. Upon consummation of an Acquisition, the Board or the board of directors of the surviving or acquiring entity (as used in this Section 7(e)(i)(A), also the “Board”), shall, as to such outstanding Awards (on the same basis or on different bases, as the Board shall specify), make appropriate provision for the continuation of such Awards by [[Organization A:Organization]] or the assumption of such Awards by the surviving or acquiring entity and by substituting on an equitable basis for the shares then subject to such Awards either # the consideration payable with respect to the outstanding shares of Common Stock in connection with the Acquisition, # shares of stock of the surviving or acquiring corporation or # such other securities as the Board deems appropriate, the fair market value of which (as determined by the Board in its sole discretion) shall not materially differ from the fair market value of the shares of Common Stock subject to such Awards immediately preceding the Acquisition. In addition to or in lieu of the foregoing, with respect to outstanding Options, the Board may, upon written notice to the affected Participants, provide that one or more Options then outstanding shall become immediately exercisable in full and that such Options must be exercised within a specified number of days of the date of such notice, at the end of which period such Options shall terminate; or provide that one or more Options then outstanding shall become immediately exercisable in full and shall be terminated in exchange for a cash payment equal to the excess of the fair market value (as determined by the Board in its sole discretion) for the shares subject to such Options over the exercise price thereof.