Accelerated Vesting. Notwithstanding Section 4(a), the Restricted Shares will vest in full upon the earlier to occur of # the termination of your Service to the Company and its Affiliates because of your death or Disability, or # a Change in Control that occurs while you continue to be a Service Provider.

This option will become exercisable (“vest”) in accordance with the vesting schedule set forth in the Notice of Grant.

Scheduled Vesting. If you remain a Service Provider continuously from the Grant Date specified on the cover page of this Agreement, then the Units will vest on the Scheduled Vesting Date.

Accelerated Vesting. The vesting of outstanding Units will be accelerated under the circumstances provided below:

Vesting Schedule. Except as provided in [Section 5], and subject to [Section 6], the Shares subject to this Award will vest in accordance with the vesting provisions set forth in the Notice of Grant of Restricted Stock Award and Exhibit A. Shares subject to this Award scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in accordance with any of the provisions of this RSA Agreement and Exhibit A, unless Participant has continuously satisfied the Service Condition from the Grant Date until the date such vesting occurs.

The terms and conditions pursuant to which an Option vests in the Participant and becomes exercisable shall be determined by the Administrator and set forth in the applicable Award Agreement. Such vesting may be based on service with the Company or any Affiliate, any of the Performance Criteria, or any other criteria selected by the Administrator. At any time after the grant of an Option, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the vesting of the Option.

Vesting Schedule. The Restricted Stock will vest according to the following revenue thresholds:

Vesting Schedule. The Award shall Vest in accordance with the Vesting Schedule.

Vesting Conditions. The number of PBRSUs earned and vested with respect to the Performance Period (as defined in Exhibit A) shall be determined based on the extent to which the performance criteria set forth in Exhibit A hereto (the “Performance Criteria”) are attained. Except as otherwise provided in Section A.2(b) and Section A.2(c) below, if # the Committee certifies in writing the extent to which the applicable Performance Criteria in the Performance Period are attained, # you remain continuously employed by the Company or an Affiliate through the date on which the Committee certifies such performance (the “Certification Date”), and # you comply with the provisions regarding “Prohibited Conduct” set forth on [Annex A] to this Agreement, you will become vested in the number of PBRSUs earned pursuant to Exhibit A as of the Certification Date.

-4 Vesting Notwithstanding anything in Section 4.2 to the contrary, [Schedule D.2] Participants shall be vested in their Retirement Contribution Accounts upon completing three years of Vesting Service. For this purpose, a “Year of Vesting Service” means a Plan Year in which the [Schedule D.2] Participant is credited with at least 1,000 Hours of Service. Service with a [Schedule D.2] Employer and Affiliates shall be recognized for purposes of this Section D.2-4, including, but not limited to, service that occurred prior to the Effective Date, applying these rules as if the [Schedule D.2]