Vesting of RSUs. As set forth in the chart above, the RSUs will vest on the third anniversary of the Grant Date (the “Vesting Date”), as long as the Grantee remains continuously employed by the Company or a Subsidiary until the Vesting Date, unless otherwise provided by Sections 5 or 8 below. The Grantee will have no rights to the shares of Stock until the RSUs have vested. Prior to settlement, the RSUs represent an unfunded and unsecured obligation of the Company.

Vesting of RSUs. The RSUs awarded hereunder shall vest, and the restrictions on such RSUs shall lapse, only if Participant remains in Continuous Service with the Company or an Affiliate until the applicable anniversary of the Award Date, as set forth below (each, a “Vesting Date”).

Vesting of RSUs. The RSUs shall become vested and nonforfeitable in accordance with the Vesting Schedule set forth in the Award Notice. Vesting may be accelerated only as described in the Award Notice.

Except to the extent otherwise provided herein or determined by the Committee, all Matching RSUs will cliff vest on the fifth (5th) anniversary of the last day of the Acquisition Period and be settled in shares of the Company’s common stock or cash in accordance with the terms of the Matching RSU award agreement and the Omnibus Incentive Plan.

Within 75 days of the Vesting Date for one or more of the RSUs (and in any event no later than March 15 of the year following the year in which the Vesting Date occurs), the Company shall cause to be delivered to the Participant a number of shares of Common Stock equal to the number of Vested RSUs in such manner as the Committee may deem appropriate, including book‑entry or other electronic registration or issuance of one or more stock certificates. At the option of the Participant, the Company may pay in cash to the Participant the market value, at the Vesting Date, of all or any portion of the shares of Common Stock, rather than delivering such shares.

RSUs. The restrictions on any RSUs (other than your September 3, 2020 Special RSU Award) will lapse (i.e, those RSUs will be vested) in accordance with the terms of the respective awards.

Early Cancellation/Accelerated Vesting of RSUs. Notwithstanding the provisions of paragraph 5, RSUs may vest or be forfeited before the applicable vesting and payment dates set forth above as follows:

Dividend Equivalents. During the Vesting Period, Dividend Equivalents will be credited on the RSUs in the form of additional RSUs. At the end of the Vesting Period, the RSUs plus RSUs representing any accrued Dividend Equivalents will be paid to you in the form of Shares. Any fractional Shares accrued from Dividend Equivalents, if applicable, will be paid in cash.

Settlement of RSUs and Sale of Common Stock. Upon the vesting of the RSUs, you agree to the immediate sale of any shares of Common Stock to be issued to you upon vesting and settlement of the

Fifty percent (50%) of the RSUs (the “Time-based RSUs”) shall vest in four equal annual installments on January 1, 2015, January 1, 2016, January 1, 2017 and January 1, 2018 (each, a “Time Vesting Event”), subject, in each case, to the Participant’s continued service as a director of the Company through the date of each such Time Vesting Event, and the remaining fifty percent (50%) of the RSUs (the “Return-based RSUs”) (together with any then-unvested Time-based RSUs) shall vest on the date of a Shareholder Return Vesting Event, subject to the Participant’s continued service as a director of the Company through the date of such Shareholder Return Vesting Event. The Company shall, within