Vesting and Forfeiture. This Award will vest in full on September 29, 2020 unless it shall vest before such date under the terms of the Plan. This Award is subject to forfeiture in accordance with the applicable provisions of the Plan.

Except as may otherwise be provided in paragraph # of this Section 4, the Restricted Share Units shall become vested in equal installments of 33-1/3% of the total Restricted Share Units on each of the first three anniversaries of the Grant Date, subject to the Director’s continued service to the Company; provided that 100% of any then unvested Restricted Share Units shall become fully vested # upon the Company’s consummation of a Liquidity Event or # upon the termination of the Director’s service as a director of the Company by reason of his or her death or disability (within the meaning of Section 409A of the Code).

Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award # if the holder of such award remains continuously in the employment of the Corporation during the specified Restriction Period and # if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award # if the holder of such award does not remain continuously in the employment of the Corporation during the specified Restriction Period or # if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.

Vesting and Forfeiture. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Restricted Stock Unit Award # if the holder of such award remains continuously in the employment of the Corporation during the specified Restriction Period and # if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award # if the holder of such award does not remain continuously in the employment of the Corporation during the specified Restriction Period or # if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.

Vesting and Forfeiture. Subject to Section 5.4, if the restrictions have not lapsed or been satisfied as of the Participant’s Termination of Service, the Restricted Stock Units or Restricted Stock shall be forfeited by the Participant if the termination is for any reason other than death, Disability or, if the Restricted Stock Unit or Restricted Stock Award is granted on or after the Initial Restatement Date, Retirement.

One-third (1/3) of the Target Number of RSUs will be subject to time-vesting conditions (the “TSUs”) and will vest in equal installments on each of the first three anniversaries of the first day of your employment with the Company (each, a “Vesting Date”).

Vesting; Forfeiture. The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company. Dividend Equivalents (including any Dividend Equivalent Account balance) will vest or be forfeited, as applicable, upon the vesting or forfeiture of the RSU with respect to which the Dividend Equivalent (including the Dividend Equivalent Account) relates.

Vesting and Forfeiture. The Agreement relating to a Performance Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Performance Award if the specified Performance Measures are satisfied or met during the specified Performance Period and for the forfeiture of such award if the specified Performance Measures are not satisfied or met during the specified Performance Period.

Vesting and Forfeiture. The Committee may, in its discretion and as set forth in the Award Agreement, impose any restrictions on Restricted Stock Units and/or their related Dividend Equivalents or Restricted Stock that it deems to be appropriate, including conditioning the vesting or settlement of all or part of any such Awards on the achievement or satisfaction of performance criteria (any such Award, a “Performance Stock Unit” or “Performance Restricted Stock”). Except as otherwise provided in an Award Agreement or other subsequent agreement between a Participant and the Company or an Affiliate, the Restricted Stock Units, related Dividend Equivalents and Restricted Stock granted to Participants shall be subject to the following restrictions:

The RSUs will vest according to the vesting schedule set forth on Exhibit A attached hereto except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated. In the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as set forth on Exhibit A attached hereto, or otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.