Vesting of Award DSUs. The restrictions on the Award DSUs shall lapse (Award DSUs to which restrictions have lapsed being herein referred to as “Vested DSUs”) and such Award DSUs shall become non-forfeitable and 100% vested on the occurrence (if any) of the earliest of the dates set forth in [(a) through (d)] below (“Vesting Dates”):

DSUs Fully Vested. Because all vesting restrictions in the Grantee’s outstanding PIP awards have been waived by the Manager and the Company, the DSUs (which are granted in conversion and replacement of such PIP award(s)) are fully-vested and non-forfeitable.

Restrictions – Forfeiture of Award DSUs. The Award DSUs are subject to restrictions including that all rights of Holder to any DSUs which have not become Vested DSUs shall automatically, and without notice, terminate and shall be permanently forfeited on the date of Holder’s Separation (other than by death or Disability). Notwithstanding the foregoing, if there is an applicable Post-Separation Change of Control, the previously forfeited Award DSUs (and any corresponding Dividend Equivalents) shall be reinstated and become vested and, for all purposes of this Award, Holder will be deemed to have Separated on the day after such Post-Separation Change of Control.

Vesting of Award. 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] [an amount of cash equal to the fair market value of the number of shares of Common Stock] equivalent to the number of RSUs as set forth in the Restricted Stock Unit Award Grant Notice provided that the Participant is employed by [or providing service to] the Company or an Affiliate on such vesting date. Such shares of Common Stock][cash] shall thereafter be delivered by the Company to the Participant within five days of the applicable vesting date and in accordance with this Agreement and the Plan.

Vesting of Award. There will be no regular federal or state income tax liability upon vesting of the Award. However, there may be federal and state employment taxes due upon vesting of the Award.

Except as otherwise set forth in [Section 2(b)], the DSUs shall vest in accordance with the vesting schedule set forth in the Grant Notice. Unless and until the DSUs have vested in accordance with such vesting schedule, the Participant will have no right to receive any dividends or other distribution with respect to the DSUs. Upon the Participant’s Separation prior to the final vesting date set forth in the Grant Notice (but after giving effect to any accelerated vesting pursuant to [Section 2(b)]), any unvested DSUs (and all rights arising from such DSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company. Upon the Participant’s Separation, the Participant will retain all vested DSUs, which will be settled as set forth in [Section 4].

Mandatory DSUs. The Specified Percentage of each Director’s Annual Retainer shall be provided by the Company in the form of Deferred Stock Units (the “Mandatory DSUs”) on each Annual Meeting Date as of which the Director is elected or reelected to the Board. The number of Mandatory DSUs to be credited to the Director’s Stock Unit Account on an Annual Meeting Date shall be determined by dividing # the product of the Annual Retainer and the Specified Percentage for the applicable year (expressed as a dollar amount) by # the Fair Market Value on the Annual Meeting Date.

In making this election, the following rules apply:

Non-Cash Portion: Each director may elect to have the Non-Cash Portion paid in either a restricted stock award ("RSA") or deferred restricted stock unit award ("DSU") pursuant to the Amended and Restated 2012 Omnibus Stock Incentive Compensation Plan (the "Omnibus Incentive Plan") if they have exceeded the Stock Ownership Guidelines requirement. Prior to exceeding the Stock Ownership Guidelines requirement, the Non-Cash Portion will be paid in the form of a DSU. RSAs and DSUs become fully vested on the first anniversary of the grant date, or, if earlier, the date of the next subsequent annual meeting of stockholders. Both RSAs and DSUs earn dividend equivalents during the vesting period at a rate equal to the dividends paid to other holders of our common stock if and when declared. DSUs continue to earn dividend equivalents until such time as they are distributed, and such earned dividend equivalents receive interest at the same rate as dividend equivalents earned on deferred stock units under the Amended 2011 NEDC. When a director ceases service with the Company during the one-year vesting period, the total number of shares earned will be prorated based on the ratio of the total number of days served to the number of days in the vesting period. Any awards not earned will be forfeited effective as of the date the director's service ends.

Vesting of Award Restricted Stock. The restrictions on the Award Restricted Stock shall lapse (Award Restricted Stock with respect to which restrictions have lapsed being herein referred to as “Vested Shares”) and such Award Restricted Stock shall become non-forfeitable and 100% vested on the occurrence (if any) of the earliest of the dates set forth in [(a) through (d)] below: