Subject to the terms and conditions set forth in this Agreement and the Plan, the Award granted hereby shall vest as set forth in the Grant Detail and is subject to the other terms and conditions of this Agreement and the Plan. Notwithstanding the foregoing if within a period of two (2) years from the date of a Change of Control (as defined in the Plan), that is not a Corporate Transaction (as defined in the Plan) where outstanding Awards are terminated or cashed out in accordance with Paragraph 25 of the Plan, the Participant is terminated by the Company other than for Cause or has left the Company for Good Reason (as defined below), then upon such termination date this Award shall become fully vested unless this Award prior to such termination date has otherwise been terminated pursuant to this Agreement or the terms of the Plan. “Good Reason” shall mean the occurrence of one or more of the following without the Participant’s consent: # a change in the principal location at which the Participant performs his duties for the Company to a new location that is at least forty (40) miles from the prior location; # a material change in the Participant’s authority, functions, duties or responsibilities as an employee of or consultant to the Company, which would cause the Participant’s position with the Company to become of less responsibility, importance or scope than the highest position held by the Participant immediately prior to the Change of Control, provided, however, that such material change is not in connection with the termination of the Participant’s service by the Company for Cause or by reason of death or Disability and further provided that it shall not be considered a material change if the Company becomes a subsidiary of another entity and the Participant continues to hold a position in the subsidiary that is at least as high (in both title and scope of responsibilities) as the highest position held by the Participant with the Company at any time from the Grant Date to immediately prior to the Change of Control; # a material reduction in the Participant’s annual base salary or fee; or # a material reduction in the Participant’s target annual bonus as compared to the target annual bonus set for the previous fiscal year; provided that any definition in an

Vesting of Award. Provided that the Participant’s Service has not terminated prior to the applicable date, the Award shall become vested upon the earliest date to occur of the following (the “Vesting Date”):

Vesting of Award. Subject to Sections 4, 5, 6 and 11, the Award shall vest and become non-forfeitable in accordance with the vesting schedule set forth in the Grant Letter, subject to # the satisfaction of the Performance

Vesting of Award. Subject to the provisions of this Section 3 and Sections 8 and 9, the Award shall vest and become non-forfeitable in accordance with the vesting schedule set forth in the Grant Letter, subject to the Participant’s continuous service with the Company or any of its Affiliates through the Vesting Date.

Vesting of Award. The Shares subject to the Award, to the extent earned, shall vest as follows, subject to the Participant’s continued employment from the Grant Date until each applicable Vesting Date (except as otherwise provided in the Plan or Section 5(b) or Section 6 of the Agreement):

Award Vesting. Subject to # the release set forth in Section 6 becoming Irrevocable following the Separation Date in accordance with Section 8, # the Employee’s continued employment in good standing and in accordance with Section 1(a)-(b) through the Separation Date, # the Employee’s continued service in good standing and in accordance with Section 2(a)-(b) through the end of the Consulting Period and # the Employee’s continued compliance with the restrictive covenants set forth in Section 5 through the applicable vesting dates, if applicable:

Vesting of Award. The Award will vest with respect to 1/3 of the Restricted Stock Units on ​, 2019, ​, 2020, and ​, 2021 (the 1st, 2nd and 3rd anniversaries of the date of grant), subject in each case to the Grantee’s continued employment through the applicable vesting date. Except as provided in Section 3, if the Grantee’s employment terminates for any reason before a vesting date, any unvested Restricted Stock Units shall immediately and automatically be forfeited as of the date of termination, and the Grantee shall have no further rights with respect thereto. Subject to Section 15, the Compensation Committee shall determine in its sole discretion whether and when a termination of employment occurs, and such determination shall be final and binding.

Award; Vesting. Employee is granted the Award, which shall vest and become payable in four equal installments on the payroll cycle following each of ###DATE1###, ###DATE2###, ###DATE3###, and ###DATE4### (each, a “Vesting Date”, subject to Employee’s continuing to be employed by or provide service to the Company through each such Vesting Date. For the avoidance of doubt, ###MONTH_DAY### of each year shall be considered the vesting date for purposes of this Agreement.

Subject to the terms and conditions set forth in this Agreement and the Plan, the Award granted hereby shall vest as set forth in the Restricted Stock Unit Award Grant Notice and is subject to the other terms and conditions of this Agreement and the Plan. On each vesting date set forth in the Restricted Stock Unit Award Grant Notice, the Participant shall be entitled to receive such number of shares of Common Stock equivalent to the number of RSUs set forth opposite such vesting date provided that the Participant is employed, or providing service to, the Company or an Affiliate on such vesting date. Such shares of Common Stock shall thereafter be delivered by the Company to the Participant promptly following the applicable vesting date and in accordance with this Agreement and the Plan.

Vesting of Award. Subject to the provisions of this Section ‎2 and Sections 7 and 8, the Award shall vest as set forth in the Grant Letter.