Vesting Period: For awards granted prior to January 1, 2015, third anniversary of grant date. For awards made on or after January 1, 2015, 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.

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 $2.24 per Vested Unit (if the Fair Market Value on the vesting date for any Vested Unit is greater than $2.24 per Vested Unit, the cash value of the Vested Unit shall be deemed to be $2.24 per Vested Unit).

Redemption of Vested Time-based RSUs. No later than fifteen (15) days following each Time Vesting Event (and regardless of whether Share certificates have been issued to Participant), the Company shall redeem from the Participant, at a per Share redemption price equal to the then Share Value, forty percent (40%) of the number of Shares that vested by reason of such Time Vesting Event. For example, based on the number of RSUs covered hereby, 1,283.375 RSUs will vest on January 1, 2015, and within fifteen (15) days thereafter the Company shall redeem from the Participant 513.35 Shares at the then Share Value (1,283.375 x .4).

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.

The 2015-2017 LTEIP consists of a combination of Time-vesting Restricted Stock and Performance-vesting Restricted Stock Units. Participants may receive Time-vested Restricted Stock, Performance-vested Restricted Stock Units, or both under this LTEIP.

Once vested, the Restricted Stock Units become “Vested Units.”

Rights of Holder and Delivery of Vested Units. During the restricted period, Holder is also entitled to a Dividend Equivalent whenever the Company pays a Dividend on the shares of Stock underlying the Award RSUs, in each case in accordance with, and subject to, the terms of the Plan and this Award. The amount of the Dividend Equivalent shall be cash equal to the product of # the per-share amount of the Dividend paid and # the number of Award RSUs held on the record date related to the Dividend being paid on the underlying Stock represented by such Award RSU. Pursuant to the terms of the Plan, the Company will retain custody of all Dividend Equivalents (which are subject to the same restrictions, terms, and conditions as the related Award RSUs) until the conclusion of the restricted period. If any Award RSUs are forfeited, any such related Dividend Equivalents also shall be forfeited.

Dividend Equivalent Rights: Time-Vested Units granted prior to November 2012 were issued in tandem with dividend equivalent rights.