Common use of Change in Control Clause in Contracts

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to In the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon event a Change in Control of the Corporation (as defined in the Employment Agreement): A. If Plan) occurs prior to the end of the Performance Measurement Period, the Administrator shall determine the number of shares of Stock to be issued in accordance with the principles set forth in Paragraph 2 based upon the Corporation’s performance relative to the Peer Group’s during the Shortened Performance Measurement Period. In the event a Change in Control of the Corporation (as defined in the Plan) occurs and after the then-outstanding and unvested portion end of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity the Performance Measurement Period but prior to the Company or a parent thereof (the “Successor Entity”)Vesting Date, the continued Service vesting Administrator shall determine the number of shares of Stock to be issued to the Grantee in accordance with the provisions of Paragraph 2. The requirement set forth under Section 3(A) of this Award that the Grantee be employed by the Corporation through the Vesting Date shall be deemed to be satisfied, waived in the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such event of a Change in Control constitutes of the Corporation. If the Change in Control of the Corporation qualifies as a “change in the ownership or effective controlcontrol event” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder (a “Section 409A Change in Control409A”), outstanding and vested Restricted the shares of Stock Units so determined under this Paragraph 5 (including any that vest pursuant or cash equivalent if shares of Stock are no longer available) shall be issued to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after Grantee immediately following the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any taxCorporation, penalty or interest under Section 409A subject to certification of performance achievement of the CodeCorporation within ten (10) days after performance results for the Corporation and the Peer Group become available. In connection with any such If the Change in Control where payment of outstanding Restricted Stock Units the Corporation does not qualify as a “change in control event” within the meaning of Section 409A, and subject to certification of performance achievement of the Award will not Corporation within ten (10) days after performance results for the Corporation and the Peer Group become available, the shares of Stock so determined under this Paragraph 5 (or cash equivalent if shares of Stock are no longer available) shall be made issued to the Grantee upon the earliest of (i) the Vesting Date, (ii) the Grantee’s death, or (iii) the Grantee’s “separation from service” within the meaning of Section 409A; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A upon his separation from service, the issuance shall be delayed until the seventh month after the Grantee’s separation from service. Notwithstanding the foregoing, in connection with the event the Change in Control, Control of the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control Corporation occurs prior to the applicable payment date completion of at such rate as determined by least one full calendar quarter in the Committee based on Shortened Performance Measurement Period, no shares of Stock will be issued to the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesGrantee. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to In the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision in its sole and absolute discretion and authority, without obtaining the approval or consent of the Company’s shareholders or any Participant with respect to his or her outstanding Awards, take one or more of the following actions: (i) arrange for or otherwise provide that each outstanding Award shall be assumed or a substantially similar award shall be substituted by a successor corporation or a parent or subsidiary of such Restricted Stock Units successor corporation (the “Successor Corporation”); (ii) accelerate the vesting of Awards so that Awards shall vest (and, to the extent applicable, become payable exercisable) as to the Shares that otherwise would have been unvested and provide that repurchase rights of the Company with respect to Shares issued upon exercise of an Award shall lapse as to the Shares subject to such repurchase right; (iii) arrange or otherwise provide for the payment of cash or other consideration to Participants in cash based on exchange for the Fair Market Value satisfaction and cancellation of outstanding Awards; (iv) terminate upon the consummation of the transaction, provided that the Committee may in its sole discretion provide for vesting of all or some outstanding Awards in full as of a share date immediately prior to consummation of Common Stock the Change of Control. To the extent that an Award is not exercised prior to consummation of a transaction in which the Award is not being assumed or substituted, such Award shall terminate upon such consummation; or (v) make such other modifications, adjustments or amendments to outstanding Awards or this Plan as the Committee deems necessary or appropriate, subject however to the terms of Section 15(a) below. Notwithstanding the above, in the event a Participant holding an Award assumed or substituted by the Successor Corporation in a Change in Control is Involuntarily Terminated by the Successor Corporation in connection with, or within 12 months following consummation of, the Change in Control, then any assumed or substituted Award held by the terminated Participant at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding termination shall accelerate and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above become fully vested (and exercisable in full in the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Controlcase of Options and SARs), and any portion repurchase right applicable to any Shares shall lapse in full, unless an Award Agreement provides for a more restrictive acceleration or vesting schedule or more restrictive limitations on the lapse of repurchase rights or otherwise places additional restrictions, limitations and conditions on an Award. The acceleration of vesting and lapse of repurchase rights provided for in the previous sentence shall occur immediately prior to the effective date of the Participant’s termination, unless an Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this AgreementAgreement provides otherwise.

Change in Control. Notwithstanding anything (i) In the event that, prior to the contrary Vesting Date and prior to the date on which any applicable Award LTIP Units have otherwise been forfeited and (a) while the Grantee is an employee and is providing services to the Company or a Related Company (as defined in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan), the Grantee’s employment is terminated by the Company or the successor to the Company or a Related Company which is the Grantee’s employer for reasons other than Cause (as defined in the Plan), in any such case within 24 months following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If Plan) or (b) the Plan is terminated by the Company or its successor following a Change in Control occurs and without provision for the then-outstanding and unvested portion continuation of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) then unvested, then the Award LTIP Units (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the extent applicable such other award, security or right to payment into which such Award will not be made LTIP Units converted in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed parties to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control) to the extent they have not otherwise cancelled or forfeited, shall immediately vest and the date of the vesting shall be the “Vesting Date.” (ii) For purposes of this Section 11, the Grantee’s employment shall be deemed to be terminated by the Company or its successor (or a Related Company) if the Grantee terminates employment after (i) a substantial adverse alteration in the nature of the Grantee’s status or responsibilities from those in effect immediately prior to the Change in Control, or (ii) a material reduction in the Grantee’s annual base salary and target bonus, if any, as in effect immediately prior to the Change in Control. In any event, if, upon a Change in Control, awards in other shares or securities are substituted for outstanding Awards pursuant to Section 4 of the Plan (or a successor provision), and any portion immediately following the Change in Control, the Grantee becomes employed by the entity into which the Company merged, or the purchaser of substantially all of the Award that vests pursuant assets of the Company, or a successor to such provisions entity or purchaser, the Grantee shall not be settled treated as having terminated employment for purposes of this Section 11 until such time as the Grantee ceases to be an employee and/or ceases to provide services to the merged entity or purchaser (or successor), as applicable. (iii) Notwithstanding the foregoing, unless otherwise provided in Section 5 the Plan or by the Company in its discretion, the Award LTIP Units and the benefits evidenced by this Agreement do not create any entitlement to have the Award LTIP Units or any such benefits transferred to, or assumed by, another company nor be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the stock of this Agreementthe Company or the equity securities of the Partnership.

Change in Control. Notwithstanding anything (a) Executive understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision rights and obligations of the Plan, Company hereunder or that the following provisions shall apply upon Company may undergo a Change in Control (as defined in below). In the Employment Agreement): A. If event a Change in Control is initiated or occurs and during the then-outstanding and unvested portion Initial Term or any Extended Term, then the provisions of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award paragraph 11 shall be deemed to be satisfied, applicable. (b) In the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such event of a Change in Control constitutes a “change in wherein AmPaM and Executive have not received written notice at least ten business days prior to the ownership or effective control” date of the Company, event giving rise to the Change in Control from the successor to all or a change “in the ownership of a substantial portion of the assets” AmPaM's business and/or assets that such successor is willing as of the closing to assume and agrees to perform, or continue to cause the Company within to perform, the meaning of Section 409A of Company's obligations under this Agreement in the Code (a “Section 409A Change in Control”), outstanding same manner and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after same extent that the Company is hereby required to perform, then Executive may, at Executive's sole discretion, elect to terminate Executive's employment on the effective date of such Change in Control by providing written notice to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from AmPaM Board at least five business days prior to the general prohibitions on accelerations of payments under Section 409A closing of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject transaction giving rise to the Award will not be made in connection with the Change in Control. In such case, the Committee may make provision for such Restricted Stock Units to become payable applicable provisions of paragraph 4(d) will apply as though the Company had terminated Executive without Cause; however, the amount of the lump sum severance payment due Executive shall be triple the amount calculated under the terms of paragraph 4(d), but shall in cash based on the Fair Market Value of a share of Common Stock at the time of such no event exceed six times Executive's annual base salary. (c) In any Change in Control (with interest for situation, Executive may, at Executive's sole discretion, elect to terminate Executive's employment upon the period from the effective date of such Change in Control by providing written notice to the AmPaM Board at least five business days prior to the closing of the transaction giving rise to the Change in Control. In such case, the applicable provisions of paragraph 4(d) will apply as though the Company had terminated Executive without Cause; however, the amount of the lump sum severance payment due Executive shall be double the amount calculated under the terms of paragraph 4(d), but shall in no event exceed four times Executive's annual base salary. (d) If, on or within two years following the effective date at such rate as determined of a Change in Control the Company terminates Executive's employment other than for Cause or Disability or if Executive terminates his employment for Good Reason, or if Executive's employment with the Company is terminated by the Committee based on Company within three months before the interest earned by interest bearing, FDIC insured depositseffective date of a Change in Control and it is reasonably demonstrated that such termination (i) as opposed was at the request of a third party that has taken steps reasonably calculated to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such effect a Change in Control, or (ii) otherwise arose in connection with or anticipation of a Change in Control, then Executive shall receive from Company, in a lump sum payment due on the effective date of termination, the greater of (i) the equivalent of three years' annual base salary at the rate in effect on the date of Executive's termination, or (ii) the base salary for whatever period is then remaining on the Initial Term, if any, which payment shall be in lieu of any amounts otherwise payable pursuant to paragraph 4(d). (e) A "Change in Control" shall be deemed to have occurred if: (i) any person, entity or group (as such terms are used in Sections 13(d) and any portion 14(d)(2) of the Award that vests Securities Exchange Act of 1934, as amended (the "Act"), other than the AmPaM Companies or an employee benefit plan of the AmPaM Companies, acquires, directly or indirectly, the beneficial ownership (as defined in Section 13(d) of the Act) of any voting security of AmPaM and immediately after such acquisition such person is, directly or indirectly, the beneficial owner of voting securities representing 20% or more of the total voting power of all of the then outstanding voting securities of AmPaM entitled to vote generally in the election of directors; (ii) upon the first purchase of AmPaM's common stock pursuant to a tender or exchange offer (other than a tender or exchange offer made by AmPaM); (iii) the stockholders of AmPaM shall approve a merger, consolidation, recapitalization or reorganization of AmPaM, or a reverse stock split of outstanding voting securities, or consummation of any such provisions transaction if stockholder approval is not obtained, other than any such transaction which would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being beneficially owned by the holders of all of the outstanding voting securities of AmPaM immediately prior to the transactions with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; (iv) the stockholders of AmPaM shall approve a plan of complete liquidation or dissolution of AmPaM or an agreement for the sale or disposition by AmPaM of all or substantially all of AmPaM's assets; or (v) if, at any time during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election or nomination for the election by the Company's stockholders of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period. (f) Notwithstanding anything in this Agreement to the contrary, a termination pursuant to paragraph 11(b), (c), or (d) shall operate to automatically waive in full the noncompetition restrictions imposed on Executive pursuant to paragraph 3. (g) If it shall be settled as finally determined that any payment made or benefit provided to Executive in Section 5 connection with a Change in Control of the Company or AmPaM, whether or not made or provided pursuant to this Agreement, is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, or any successor thereto, the Company shall pay Executive an amount of cash (the "Additional Amount") such that the net amount received by Executive after paying all applicable taxes on such Additional Amount shall be equal to the amount that Executive would have received if Section 4999 were not applicable.

Change in Control. (i) Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision contained herein, if Employee’s employment is terminated by the Company without Cause (other than by reason of death or Disability), if Employee resigns for Good Reason or in the Planevent of a Non-Renewal that results from a Non-Renewal Notice given by the Company, the in each case, within 24 months following provisions shall apply upon a Change in Control (as defined below), Employee shall be entitled to receive: A. the Accrued Rights; US 4716556v.2 B. all (I) awards or interests under the APO Plans held by Employee immediately prior to the Date of Termination shall become fully vested as of such date and (II) all equity and non-equity based awards that vest over time solely on account of the continued services of the Employee (including awards granted pursuant to the LTIP) will become vested or exercisable, as applicable, with respect to an additional 12 months, and all performance-based awards will become vested and settleable with respect to the greater of (x) actual performance as of the Date of Termination, or (y) target performance under the award, to the extent the performance period with respect to such award will end within the 12 month period following the Date of Termination, and in each case shall be settled within 45 days following the Date of Termination; provided, that, except as provided in the Employment Agreement):foregoing notwithstanding the foregoing, any awards or interests held by Employee as of the Date of Termination under any APO Plan or the LTIP shall continue to be governed by the terms and conditions of such plans relating to the forfeiture of awards that are fully vested; A. If C. provided Employee delivers to the Company, within 45 days following the Date of Termination, a Change properly executed release in Control occurs and the then-outstanding and unvested portion accordance with Section 8 of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity Agreement, a lump sum payment equal to the sum of (I) two (2) times Employee’s annualized Base Salary in effect on the Date of Termination (determined without regard to any reduction in Base Salary imposed by the Company or a parent thereof (the “Successor Entity”in violation of Section 3(a) hereof), (II) two (2) times the continued Service vesting requirement set forth under average of the bonus amount(s) actually paid to Employee (not including any amounts paid to Employee pursuant to any of the Company’s APO Plans or any equity amounts paid to Employee pursuant to the LTIP but including any cash incentives paid pursuant to Section 3(A3(b) and Section 3(e) hereof) for the three (3) calendar years ending prior to the Date of Termination, (III) the car allowance Employee would have received pursuant to Section 3(f) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vestedAgreement had his employment continued for an additional two (2) years, and such Restricted Stock Units shall be settled at (IV) the time(s) otherwise provided in Section 5; provided matching contributions that if such Change in Control constitutes a “change in the ownership or effective control” would have been made on behalf of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest Employee pursuant to the foregoing provisions of this sentenceCompany’s 401(k) and related Dividend Equivalents shall be settled upon or plan if Employee had continued participation in such 401(k) plan for an additional two (2) years, payable as soon as practicable after but no later than the date earlier of (a) March 15 following the calendar year in which termination occurs or (b) 90 days following the Date of Termination; and D. provided Employee delivers to the Company, within 45 days following the Date of Termination, a properly executed release in accordance with Section 8 of this Agreement, Employee, his spouse and eligible dependents (to the extent covered immediately prior to such Change termination) shall continue to be eligible to participate in Control all of the Company’s group health plans on the same terms and conditions as active employees of the Company for a period of 18 months following the Date of Termination. Notwithstanding the foregoing, in the event the Company is unable to provide continued participation in the Company’s group health plans or to the extent such acceleration continued participation would subject the Company to negative tax consequences or would be provided during a period when, in the absence of payment can the benefits provided in this Section 5(d)(i)D, Employee or his dependents would not be entitled to continuation coverage under Section 4980B of the Code, the Company will reimburse Employee for amounts necessary to enable Employee to obtain similar benefits, and any such reimbursement will be made in accordance with Treasthe provisions of Treasury Regulation § 1.409A-3(i)(1)(iv). Reg. §1.409A-3(j)(4)(ix) (The health care continuation coverage period under COBRA, Code Section 4980B, or other exemption from the general prohibitions on accelerations any replacement or successor provision of payments under Section 409A of the Code) and not result in any taxUnited States tax law, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection shall run concurrently with the period during which continued benefits are being provided pursuant to this Section 5(d)(i)D. (ii) For purposes of this Agreement, the term “Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) ” shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.mean:

Change in Control. Notwithstanding anything to In the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon event a Change in Control occurs, then the following provisions will apply: (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(Ai) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to To the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be no provision is made in connection with the Change in ControlControl for an Award that satisfies the requirements of Paragraph 8(d)(ii) below (a “Replacement Award”) in assumption of or substitution for this Award, if this Award is outstanding immediately prior to the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from an “Existing Award”), then, on the date of such the Change in Control all restrictions on outstanding PSUs shall lapse, and (A) shares of Stock equal to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearingnumber of vested PSUs and (B) cash in an amount equal to any associated dividend equivalents, FDIC insured deposits) as opposed shall be delivered to being payable in securitiesyou. B. If (ii) An Award meets the then-outstanding and unvested portion conditions of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(AParagraph 8(d)(ii) above (and hence qualifies as a “Replacement Award” for an Existing Award) if (A) it is a PSU, (B) it has a value at least equal to the accelerated vesting provisions set forth value of the Existing Award, (C) it relates to publicly traded equity securities of the Company or its successor in the Change in Control or its “parent corporation” (as defined in Code Section 7 above424(e)) shall continue to apply or “subsidiary corporation” (as defined in Code Section 424(f)) following such the Change in Control, and any portion (D) the Grantee holding the Existing Award is subject to U.S. federal income tax under the Code, the tax consequences to such Grantee under the Code of the Replacement Award that vests pursuant are not less favorable to such Grantee than the tax consequences of the Existing Award, and (E) the Replacement Award’s other terms and conditions are not less favorable to such Grantee than the terms and conditions of the Existing Award (including the provisions that would apply in the event of a subsequent Change in Control and provisions with respect to dividend equivalents). Without limiting the generality of the foregoing, the Replacement Award may take the form of an assumption of the Existing Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Paragraph 8(d)(ii) are satisfied will be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion. (iii) If the Grantee terminates his or her employment for Good Reason (as defined below) or the Grantee is involuntarily terminated for reasons other than for Cause (as defined below), in each case during the period of two years after the Change in Control, all restrictions on outstanding PSUs shall lapse, and (A) shares of Stock equal to the number of vested PSUs and (B) cash in an amount equal to any associated dividend equivalents, shall be settled as provided in Section 5 delivered to you within 60 days following such termination. For purposes of this Agreement.Paragraph 8(d),

Change in Control. (a) Notwithstanding anything contained herein to the contrary or in Section 3, Section 5 or Section 7 of this Agreement or any provision 11 of the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the “2014 Plan”), in the following provisions shall apply upon event of a Change in Control (as defined in the Employment Agreementbelow): A. If a Change in Control occurs and the then(i) with respect to any performance-based equity awards outstanding and unvested portion as of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, (A) the Committee may make provision for such Restricted Stock Units performance period shall be deemed to become payable in cash based have ended on the Fair Market Value date of a share of Common Stock at the time of such Change in Control (with interest for and the period from attainment of the performance goals shall be calculated by reference to performance as of the date of such the Change in Control to the applicable payment date at such rate Control, as determined by the Committee in good faith in its sole discretion and (B) the number of performance-based equity awards earned pursuant to clause (A) shall be converted to time-vesting RSUs which shall vest as follows: (i) if the surviving or successor entity in the Change in Control does not continue, assume or replace such RSUs with a substitute grant with the same intrinsic value (“Substitute Stock”), such RSUs will vest on the interest earned by interest bearingdate of the Change in Control; or (ii) if the surviving or successor entity in the Change in Control continues, FDIC insured depositsassumes or replaces such shares of stock with Substitute Stock, then such shares of Substitute Stock shall vest on the earlier of (x) the last day of the original performance period (as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (the applicable award agreement between the Executive and the accelerated Company) if the Executive provides continuous service to the Company, the surviving or successor entity, or one of their respective affiliates until the last day of such performance period or (y) the date that Executive’s service to the Company, the surviving or successor entity, or one of their respective affiliates is terminated, to the extent provided in Section 4(a), Section 4(b), Section 4(c), or Section 5(b) hereof; and (ii) time-based equity awards outstanding as of the date of the Change in Control shall vest as follows: (i) if the surviving or successor entity in the Change in Control does not continue, assume or replace such RSUs with Substitute Stock, such RSUs will vest on the date of the Change in Control; or (ii) if the surviving or successor entity in the Change in Control continues, assumes or replaces such shares of stock with Substitute Stock, then such shares of Substitute Stock shall vest on the earlier of (x) the original vesting provisions date or dates (as set forth in Section 7 abovethe applicable award agreement between the Executive and the Company) shall continue if the Executive provides continuous service to apply following the Company, the surviving or successor entity, or one of their respective affiliates through such Change in Controlvesting date or (y) the date that Executive’s service to the Company, and any portion the surviving or successor entity, or one of their respective affiliates is terminated, to the Award that vests pursuant to such provisions shall be settled as extent provided in Section 5 4(a), Section 4(b), Section 4(c), or Section 5(b) hereof. For avoidance of this Agreementdoubt, Substitute Stock can only have the same intrinsic value if it is in the form of publicly registered stock that is readily traded on a major stock exchange.

Change in Control. Notwithstanding anything to the contrary in this Agreement, in the event of a Change in Control before the date set forth under “End of Performance Period” above and while the Participant continues to be an Employee of the Company (unless the Participant has ceased to be an Employee of the Company as a result of employment termination as contemplated by Section 3, Section 5 or Section 7 5(c) of this Agreement or any provision as a result of Retirement as contemplated by Section 5(d) of this Agreement), then a number of Performance Shares determined as set forth under “Formula for Determining Performance Shares Earned” above based on the level of achievement of the Plan, Management Objectives specified under “Management Objectives” above during the following provisions shall apply upon a period from and including the first day of the three-year period ending on the date set forth under “End of Performance Period” above through the date of the Change in Control (as defined in or, if the Employment Agreement): A. If a Change in Control occurs and financial information needed to determine the then-outstanding and unvested portion level of this Award achievement of the Management Objectives is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after available through the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for most recent date prior to the Change in Control through which such Restricted Stock Units information is available) shall, upon the date of the Change in Control, immediately become 100% vested and earned (or, if the Participant has ceased to become payable be an Employee of the Company as a result of Retirement as contemplated by Section 5(d) of this Agreement before the date of the Change in cash Control, a pro rata portion, determined based on a fraction, the Fair Market Value numerator of a share which shall be the number of days employed during the period from and including the first day of the three-year period ending on the date set forth under "End of Performance Period" above through and including the date of the Change in Control and the denominator of which shall be the total number of days in such period, of such number of Performance Shares shall immediately become vested and earned), and the Company shall issue or deliver the Common Stock Shares underlying the Performance Shares so vested and earned (or the consideration that would have been issued or delivered in respect thereof had the Performance Shares so vested and earned been outstanding at the time of such Change in Control) to the Participant in accordance with Section 3 of this Agreement. In the event of a Change in Control (with interest for the period from on or after the date set forth under “End of Performance Period” above but on or before the Performance Vesting Date, any Earned Performance Shares shall become 100% vested and earned (or, if the Participant has ceased to be an Employee of the Company as a result of Retirement as contemplated by Section 5(d) of this Agreement before the date of the Change in Control, a pro rata portion, determined as set forth in Section 5(d) of this Agreement, of any Earned Performance Shares shall become vested and earned) upon the Performance Vesting Date and the Company shall issue or deliver the Common Shares underlying the Earned Performance Shares so vested and earned (or the consideration that would have been issued or delivered in respect thereof had the Earned Performance Shares so vested and earned been outstanding at the time of such Change in Control Control) to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable Participant in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in accordance with Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 3 of this Agreement.

Change in Control. (a) (1) Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision in the Plan or in this Award Agreement, in the event of the Plan, the following provisions shall apply upon a Change in Control Control, the Board may, but shall not be required to, make such adjustments to the Option as it deems appropriate, including, without limitation, (as defined i) causing the Option to immediately become exercisable in full or (ii) electing that the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity Option be surrendered to the Company or a parent thereof (by the “Successor Entity”)holder thereof, that the continued Service vesting requirement set forth under Section 3(A) of this Award shall Option be deemed to be satisfied, immediately canceled by the outstanding Restricted Stock Units subject to such portion shall be deemed vested, Company and such Restricted Stock Units shall be settled at that the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” holder of the CompanyOption receive, or a change “in within sixty (60) days following the ownership occurrence of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, a cash payment from the Committee may make provision for such Restricted Company in an amount equal to the number of shares of Stock Units then subject to become payable the Option, multiplied by the excess, if any, of the greater of (x) the highest per share price offered to stockholders of the Company in cash based on any transaction whereby the Change in Control takes place or (y) the Fair Market Value of a share of Common Stock at on the time date of such the occurrence of the Change in Control, over the purchase price per share of Stock subject to the Option. (2) In the event of a Change in Control pursuant to Section (b)(3) or (4) below in connection with interest for which the period from holders of Stock receive shares of common stock that are registered under Section 12 of the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor EntityExchange Act, the continued Service requirement set forth in Section 3(A) above (Board may, but shall not be required to, substitute for each share of Stock available under the Plan, whether or not then subject to an outstanding option, the number and the accelerated vesting provisions set forth in Section 7 above) class of shares into which each outstanding share of Stock shall continue be converted pursuant to apply following such Change in Control. In the event of any such substitution, the purchase price per share with respect to the Option shall be appropriately adjusted by the Committee (whose determination shall be final, binding and any portion conclusive), such adjustment to be made without an increase in the aggregate purchase price. (3) Any adjustment or substitution pursuant to this Section 2.6(a) shall be undertaken by the Board in compliance with the requirements of Section 409A of the Award that vests pursuant Code applicable to such provisions shall be settled as provided in Section 5 stock rights, including without limitation the requirements of this AgreementTreasury Regulation §1.409A-1(b)(5)(v)(D).

Change in Control. Notwithstanding anything to In the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision in its sole and absolute discretion and authority, without obtaining the approval or consent of the Company’s shareholders or any Participant with respect to his or her outstanding Awards, take one or more of the following actions: (i) arrange for or otherwise provide that each outstanding Award shall be assumed or a substantially similar award shall be substituted by a successor corporation or a parent or subsidiary of such Restricted Stock Units successor corporation (the “Successor Corporation”); (ii) accelerate the vesting of Awards so that Awards shall vest (and, to the extent applicable, become payable exercisable) as to the Shares that otherwise would have been unvested and provide that repurchase rights of the Company with respect to Shares issued upon exercise of an Award shall lapse as to the Shares subject to such repurchase right; (iii) arrange or otherwise provide for the payment of cash or other consideration to Participants in cash based on exchange for the Fair Market Value satisfaction and cancellation of outstanding Awards; (iv) terminate each Award upon the consummation of the transaction, provided that the Committee may in its sole discretion provide for vesting of all or some outstanding Awards in full as of a share date immediately prior to consummation of Common Stock the Change of Control. To the extent that an Award is not exercised prior to consummation of a transaction in which the Award is not being assumed or substituted, such Award shall terminate upon such consummation; or (v) make such other modifications, adjustments or amendments to outstanding Awards or this Plan as the Committee deems necessary or appropriate, subject however to the terms of Section 13(a) below. Notwithstanding the above, in the event a Participant holding an Award assumed or substituted by the Successor Corporation in a Change in Control is Involuntarily Terminated by the Successor Corporation in connection with, or within 12 months following consummation of, the Change in Control, then any assumed or substituted Award held by the terminated Participant at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding termination shall accelerate and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above become fully vested (and exercisable in full in the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Controlcase of Options), and any portion repurchase right applicable to any Shares shall lapse in full, unless an Award Agreement provides for a more restrictive acceleration or vesting schedule or more restrictive limitations on the lapse of repurchase rights or otherwise places additional restrictions, limitations and conditions on an Award. The acceleration of vesting and lapse of repurchase rights provided for in the previous sentence shall occur immediately prior to the effective date of the Participant’s termination, unless an Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this AgreementAgreement provides otherwise.

Change in Control. Notwithstanding anything to In the contrary in Section 3event, Section 5 or Section 7 of this Agreement or any provision of the Plan, the within 24 months following provisions shall apply upon a Change in Control of the Company: (A) Employee is terminated without Cause by the Company, or (B) Employee terminates his employment for Good Reason, in lieu of the severance payment outlined in (b) above, Employee will receive, in addition to the amounts under the first sentence of Subsection B(i) above, a cash payment equal to two times the sum of: (i) Employee’s then current Base Salary, as adjusted for any increase thereto and (ii) an amount equal to Employee’s previous year’s Incentive Compensation Plan payment. In the event Employee did not receive an Incentive Compensation Plan payment the previous year, the incentive amount shall be 50% of the “target amount” as defined in the Employment Agreement): A. If Company’s Incentive Compensation Plan for the year in which termination occurs. Such amount shall be paid in a lump sum within 60 days of the Termination Date subject to subsection 3(C) hereof. “Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or Control” means “a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or corporation,” “a change in effective control of the corporation,” or “a change in the ownership of a substantial portion of the assets” assets of the Company corporation” within the meaning of Section 409A 1.409A-3(i)(5) of the Treasury Regulations. The payments to Employee outlined in this Section are contingent on Employee fully complying with the terms of the Confidentiality and Noncompetition Agreement signed contemporaneously herewith. If Employee fails to so comply, Employee agrees that the Company has the right to cease making the payments described in this Section and that the Company is entitled to recover from Employee any payments it has already made to Employee. In the event it shall be determined that any payment or distribution to or for the benefit of Employee under this subsection (iii) or the acceleration thereof (the “Triggering Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties with respect to such excise tax (collectively, such excise tax, together with any such interest or penalties, the “Excise Tax”) (all such payments and benefits, including any cash severance payments payable pursuant to any other plan, arrangement or agreement, hereinafter referred to as the “Total Payments”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code (a “Section 409A Change in Control”)such other plan, outstanding and vested Restricted Stock Units (including any that vest pursuant to arrangement or agreement, the foregoing provisions of this sentence) and related Dividend Equivalents cash severance payments shall be settled upon or as soon as practicable after the date of such Change in Control reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such acceleration Total Payments, as so reduced (and after subtracting the net amount of payment can federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). All determinations required to be made under this subsection (iii) shall be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ixwriting within ten (10) (or other exemption from the general prohibitions on accelerations of payments under Section 409A business days of the Codereceipt of notice from Employee that there has been a Triggering Payment by the independent accounting firm then retained by the Company in the ordinary course of business (which firm shall provide detailed supporting calculations to the Company and Employee) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not determinations shall be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based final and binding on the Fair Market Value Company and Employee. Any fees incurred as a result of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined work performed by any independent accounting firm hereunder shall be paid by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesCompany. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything (a) Unless he elects to terminate this Agreement pursuant to (c) below, Employee understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision rights and obligations of the Plan, Company hereunder. (b) In the following provisions shall apply upon event of a pending Change in Control wherein the Employee has not received written notice at least fifteen (as defined in 15) business days prior to the Employment Agreement): A. If a anticipated closing date of the transaction giving rise to the Change in Control occurs and from the then-outstanding and unvested successor to all or a substantial portion of the Company's business and/or assets that such successor is willing as of the closing to assume and agree to perform the Company's obligations under this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity Agreement in the same manner and to the same extent that the Company or a parent thereof (the “Successor Entity”)is hereby required to perform, the continued Service vesting requirement set forth under Section 3(A) of this Award such Change in Control shall be deemed to be satisfied, a termination of this Agreement by the outstanding Restricted Stock Units subject company and the amount of the lump-sum severance payment due to such portion Employee shall be deemed vested, and such Restricted Stock Units shall be settled at three (3) times the time(s) otherwise provided sum of Employee's annual salary in Section 5; provided that if such effect immediately prior to the Change in Control constitutes a “change and the non-competition provisions of Section 3 shall not apply whatsoever. Payment shall be made either at closing of the transaction if notice is served at least five (5) days before closing or within ten (10) days of Employee's written notice. (c) In any Change in Control situation in which Employee has received written notice from the ownership successor to the Company that such pending successor is willing to assume the Company's obligations hereunder or Employee receives notice after (or within 15 business days prior to) the Change in Control that Employee is being terminated, Employee may nonetheless, at his sole discretion, elect to terminate this Agreement by providing written notice to the Company at any time prior to closing of the transaction and up to two (2) years after the closing of the transaction giving rise to the Change in Control. In such case, the amount of the lump-sum severance payment due to Employee shall be three (3) times the sum of Employee's annual salary in effect immediately prior to the Change in Control and the non-competition provisions of Section 3 shall all apply. Payment shall be made either at closing if notice is served at least five (5) days before closing or within ten (10) days of written notice by Employee. (d) For purposes of applying Section 5 under the circumstances described in (b) and (c) above, the effective control” date of termination will be the later of the closing date of the transaction giving rise to the Change in Control or Employee's notice as described above, and all compensation, reimbursements and lump-sum payments due Employee must be paid in full by the Company at such time. Further, Employee will be given sufficient time in order to comply with the Securities and Exchange Commission's regulations to elect whether to exercise and sell all or any of his vested options to purchase Common Stock of the Company, or a change “in including any options with accelerated vesting under the ownership of a substantial portion provisions of the assets” Company's stock option or similar plan, as amended or any warrants, such that he may convert the options or warrants to shares of Common Stock of the Company within at or prior to the meaning of Section 409A closing of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant transaction giving rise to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesif he so desires. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to In the contrary in Section 3, Section 5 or Section 7 event of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control that occurs prior to the Settlement Date, the PSUs will vest in accordance with this Section II.A.6(f). (as defined in 1) Notwithstanding anything set forth herein to the Employment Agreement): A. If contrary, if at any time before the Settlement Date or forfeiture of the PSUs, and while Grantee is continuously a Service Provider, a Change in Control occurs and occurs, then the then-outstanding and unvested portion of this PSUs will vest (except to the extent that a Replacement Award is not continued following such event provided to Grantee in accordance with Section II.A.6(f)(2) to continue, replace or assumed or converted into restricted stock units of any successor entity to assume the Company or a parent thereof PSUs covered by this Agreement (the “Successor EntityReplaced Award”), ) as follows: the continued Service vesting requirement number of PSUs subject to this Award that shall become vested and non-forfeitable shall equal (x) the Target number set forth under Section 3(A) in “Number of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided PSUs in Award” in Section 5; provided I, less (y) the number of PSUs that if such Change in Control constitutes a “change in the ownership or effective control” had already become vested as of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such termination, but in no event may negative discretion be exercised with respect to the number of PSUs vested. Any PSUs that are not earned and do not vest in accordance with the foregoing sentence shall terminate and be forfeited. (2) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., performance stock units) as the Replaced Award, (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) if Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to Grantee holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and it does not result in any tax, penalty the Replaced Award or interest under Replacement Award failing to comply with or be exempt from Section 409A of the Code. In connection with any such Change in Control where payment Without limiting the generality of outstanding Restricted Stock Units subject to the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section II.A.6(f)(2) are satisfied will not be made in connection with by the Committee, as constituted immediately before the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesits sole discretion. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to In the contrary in Section 3, Section 5 or Section 7 event of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in this Section 4 below), the Employment Agreement): A. If successor organization (the “Successor”) may substitute an equivalent award for the Performance Units (a “Substitute Equivalent Award”). A Substitute Equivalent Award must (i) have a value at least equal to the “target” value of the Performance Units being substituted as determined by the Compensation Committee in its sole discretion; (ii) not be subject to any performance restrictions; (iii) relate to a publicly-traded equity security of the Successor involved in the Change in Control occurs or another entity that is affiliated with the Company or the Successor following the Change in Control; (iv) except as provided herein, be the same type of award as the Performance Units; and (v) have other terms and conditions, including the then-outstanding vesting provisions in the event of termination without “Cause” (as defined in this Section 4 below) or for “Good Reason (as defined in this Section 4 below), that are not less favorable to you than the terms and unvested portion conditions of this the Performance Units, each as determined by the Compensation Committee in its sole discretion. If a Substitute Equivalent Award is substituted for the Performance Units and your employment with the Company and its subsidiaries (or the Successor and its subsidiaries, as the case may be) is terminated by the Company or its subsidiaries (or the Successor and its subsidiaries, as the case may be) without Cause within two years of the Change of Control, or you terminate your employment with the Company or its subsidiaries (or the Successor and its subsidiaries, as the case may be) with Good Reason within two years of the Change of Control, the Performance Units under the Substitute Equivalent Award will immediately vest and be distributable to you upon such termination in an amount equal to the number of Performance Units that would vest at the “target” level for each of the Performance Goals (as set forth in Appendix A). If a Substitute Equivalent Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to substituted for the Company or Performance Units by the Successor upon a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Performance Units under this Agreement will vest immediately and be distributable to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of you prior to such Change in Control (with interest for the period from the date of such Change in Control an amount equal to the applicable payment date number of Performance Units that would vest at such rate the “target” level for each of the Performance Goals (as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 Appendix A). For purposes of this Agreement.:

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon Upon a Change in Control that satisfies the definition of such term in Internal Revenue Code section 409A (as defined in the Employment Agreement): A. If a Change in Control occurs and the then“409A-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Compliant Change in Control”), outstanding and vested Restricted Stock Units (including any that vest but only if the award is not assumed, continued, or substituted by the surviving legal entity with respect to such Change in Control. In the event payment is made pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents Participant’s Qualifying Termination or 409A-Compliant Change in Control, such payment shall be settled upon made within ninety (90) days following such Qualifying Termination or 409A-Compliant Change in Control, as soon applicable. Notwithstanding anything herein to the contrary, distributions may not be made to an individual who is a Key Employee (as practicable defined below) as of his or her Qualifying Termination before the date which is six (6) months after the date of such the Key Employee’s Qualifying Termination (the “Key Employee Delay Period”). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in the calendar month following the last day of the Key Employee Delay Period. For purposes of this award, Key Employee means an employee who, as of December 31st of a calendar year, meets the requirements of Internal Revenue Code section 409A(a)(2)(B)(i) to be treated as a “specified employee” of the Company, i.e., a key employee (as defined in Internal Revenue Code section 416(i)(1)(A)(i), (ii) or (iii) applied in accordance with the regulations thereunder and disregarding Internal Revenue Code section 416(i)(5)). If the Participant meets the criteria in the preceding sentence, he or she will be considered a Key Employee for purposes of the Plan and this Award for the 12-month period commencing on the next following April 1. Delivery of earned Performance Shares to the Participant shall be made in shares of Stock except (i) fractional shares shall be paid in cash, and (ii) to the extent provided in the Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesPolicy. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or The provisions of this Section 7 of this Agreement or any provision shall govern the treatment of the Plan, PSU Award upon a Change of Control. (a) In the following provisions shall apply upon event of a Change in Control (as defined in of the Employment Agreement): A. If a Change in Control occurs Company occurring after the Grant Date and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity prior to the Company or a parent thereof (the “Successor Entity”)Vesting Date, the continued Service vesting requirement set forth under Section 3(APSU Award (if and to the extent not previously forfeited) of this Award shall vest and be deemed to be satisfiedearned, with the outstanding Restricted Stock Units subject Performance Goals deemed achieved at the level of achievement of the Performance Goals as determined by the Committee as of the latest practicable date prior to the Change in Control and in accordance with Exhibit A (treating such portion shall be deemed vesteddate as the final day of the Performance Period for purposes thereof), and such Restricted Stock Units shall be settled at within ten (10) days following the time(s) otherwise provided Change in Section 5; Control (provided that if such Change in Control the PSU Award constitutes a “change in the ownership or effective controlnonqualified deferred compensation” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of subject to Section 409A of the Code Code, settlement shall occur at such time only if (i) the Change in Control is a “Section 409A Change in Control”), outstanding Control and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentenceii) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such settlement would not constitute an impermissible acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code, and otherwise such PSU Award will be settled in accordance with Section 4), except to the extent that another award meeting the requirements of Section 7(b) is provided to Participant to replace the PSU Award (any award meeting the requirements of Section 7(b), a “Replacement Award”). (b) An award shall meet the conditions of this Section 7(b) (and not result in any tax, penalty or interest under Section 409A hence qualify as a Replacement Award) if: (1) it relates to publicly traded equity securities of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to Company or the Award will not be made in connection with surviving corporation following the Change in Control, (2) it is of the Committee may make provision same type as the PSU Award (except that the Replacement Award shall be subject solely to time-based vesting for the remainder of the applicable performance period (or such Restricted Stock Units shorter period as determined by the Committee) and the Performance Goals shall be deemed to become payable in cash based on the Fair Market Value of a share of Common Stock be achieved at the time level of such Change in Control (with interest for achievement of the period from the date of such Change in Control to the applicable payment date at such rate Performance Goals as determined by the Committee as of the latest practicable date prior to the Change in Control and in accordance with Exhibit A, treating such date as the final day of the Performance Period for purposes thereof), (3) it has a value at least equal to the value of the PSU Award as of the date of the Change in Control (other than in respect of customary fractional rounding of share amounts and exercise price), (4) it contains terms relating to time-based on vesting (including with respect to Termination of Service) that are substantially identical to those of this Award, and (5) its other terms and conditions are not less favorable to Participant than the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding terms and unvested portion conditions of this Award is continued following such (including provisions that apply in the event or is assumed or converted into restricted stock units of any Successor Entitya subsequent Change in Control) as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the continued Service requirement set forth in form of a continuation of this Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 3(A7(b) above (and are satisfied shall be made by the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Committee, as constituted immediately before the Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreementits sole discretion.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon If after a "Change in Control Control" (as defined in Appendix A ----------------- to this Agreement) and during the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion term of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award Agreement Officer's employment shall be deemed to be satisfiedterminated by Employer other than for Cause or by Officer for Good Reason, the outstanding Restricted Stock Units subject to such portion then (A) Employer shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided pay Officer in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or single payment as soon as practicable after the date Termination Date, as severance pay and in lieu of any further salary and incentive compensation for periods subsequent to the Termination Date, an amount in cash equal to three times the sum of (1) Officer's annual base salary at the Termination Date and (2) the total amount of incentive compensation paid or payable to Officer in respect of the Fiscal Year immediately preceding the Fiscal Year in which Officer's Termination Date occurs, (B) Employer shall continue to provide for three years from the Termination Date the benefits specified in Section 4(e) hereof, provided that the coverage and benefits provided during this period shall be no less favorable to Officer and his dependents than the most favorable of such coverages and benefits provided Officer and his dependents during the 90-day period immediately preceding the Change in Control to or as of any date following the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from but preceding the date of such Change in Control to the applicable payment date at such rate as determined Officer's termination and (C) all stock options held by the Committee based Officer on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding Termination Date shall become immediately and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 fully exercisable. For purposes of this Agreement, "Good Reason" shall be deemed to occur if Employer (w) breaches this Agreement in any material respect, (x) requires that Officer be based anywhere more than fifty (50) miles from the office where Officer is located as of the date hereof, or (y) takes any other action which results in a material adverse change in Officer's duties and responsibilities other than (i) an action not taken in bad faith and which is remedied by Employer promptly after receipt of notice by Officer; (ii) a change in reporting relationships; or (iii) changes due solely to the fact that the Employer ceases to be a public company and becomes a subsidiary of another publicly-traded corporation.

Change in Control. Notwithstanding anything A. In the event a Change of Control occurs during the Measurement Period and Participant remains in Service through the effective date of the Change of Control, then the number of Performance-Qualified Shares issuable under the Award shall be equal to the contrary in Section 3, Section 5 or Section 7 Target Shares. B. The Award as so adjusted at the time of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in may be assumed by the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or otherwise continued in full force and effect or may be replaced with a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” cash retention program of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on successor entity which preserves the Fair Market Value of a share the underlying shares of Common Stock at the time of such the Change in Control (with interest and provides for the period from subsequent vesting and payout of that value in accordance with the provisions of this Paragraph 5.B. In the event the Award is assumed or otherwise continued in effect, the following Service-based vesting schedule shall apply: (i) The Award (whether in its assumed or continued form or as converted into a cash retention program) shall vest in full upon Participant’s continuation in Service through the completion date of the Measurement Period. Following the completion of such Service‑vesting period, the securities, cash or other property underlying the vested Award shall be issued on the Issuance Date or as soon as administratively practicable thereafter, subject to the Corporation’s collection of the applicable Withholding Taxes, but in no event later than March 15 following the end of the Measurement Period. (ii) Should any of the following events occur after the effective date of such Change in Control but prior to the completion date of the Measurement Period: (A) Participant’s cessation of Employee status by reason of death or Permanent Disability, (B) Participant’s resignation from Employee status for Good Reason or (C) the Corporation’s termination of Participant’s Employee status other than for Good Cause, then the Award shall immediately vest in full with respect to the Performance-Qualified Shares determined under Paragraph 5.A, and the securities, cash or other property underlying such portion of the Award shall, subject to the Corporation’s collection of the applicable payment date at such rate as determined by the Committee based Withholding Taxes, be distributed on the interest earned by interest bearingearlier of (x) the Issuance Date or (y) the date of Participant’s Separation from Service, FDIC insured depositsprovided such Separation from Service occurs within twenty-four (24) months after a Qualifying Change in Control, or as opposed soon as administratively practicable after the applicable distribution date, but in no event later than the close of the calendar year in which such distribution date occurs (subject to being payable in securitiesthe delayed payment provisions of Paragraph 8). B. If C. In the then-outstanding and unvested portion of this event the Award is continued following such event or is assumed or otherwise continued in effect, the shares of Common Stock subject to the Award (as determined pursuant to Paragraph 5.A) will be adjusted immediately after the consummation of the Change in Control so as to apply to the number and class of securities into which the shares of Common Stock subject to the Award immediately prior to the Change in Control would have been converted in consummation of that Change in Control had those shares actually been issued and outstanding at that time. To the extent the actual holders of the outstanding Common Stock receive cash consideration for their Common Stock in consummation of the Change in Control, the successor corporation may, in connection with the assumption or continuation of the Award at that time, substitute one or more shares of its own common stock with a fair market value equivalent to the cash consideration paid per share of Common Stock in the Change in Control transaction, provided such shares are registered under the federal securities laws and readily tradable on an established securities exchange. D. If the Award is not so assumed or otherwise continued in effect or replaced with a cash retention program under Paragraph 5.B, then the Award will vest immediately prior to the closing of the Change in Control with respect to the Performance-Qualified Shares determined under Paragraph 5.A. The shares subject to the vested Award shall be converted into restricted stock units the right to receive the same consideration per share of any Successor Entity, Common Stock payable to the continued Service requirement set forth other stockholders of the Corporation in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such consummation of that Change in Control, and such consideration shall be distributed to Participant on the tenth (10th) business day following the earliest to occur of (i) the Issuance Date, (ii) the date of Participant’s Separation from Service (subject to the delayed payment provisions of Paragraph 8), provided such Separation from Service occurs within twenty-four (24) months after a Qualifying Change in Control, or (iii) the first date following a Qualifying Change in Control on which the distribution can be made without contravention of any portion applicable provisions of Code Section 409A. Such distribution shall be subject to the Corporation’s collection of the Award that vests applicable Withholding Taxes pursuant to such the provisions of Paragraph 7. E. This Agreement shall be settled as provided not in Section 5 any way affect the right of this Agreementthe Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Change in Control. Notwithstanding anything In the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason under Section 5(e) and such termination occurs upon or within one year immediately following a “Change in Control” (as defined below), Executive shall be entitled to the contrary payments described in Section 35(e) above except that the aggregate amount payable under 5(e)(ii) shall be multiplied by two (i.e., Base Salary plus Severance Bonus Amount multiplied by two) and such amount, as well as the amount payable under 5(e)(iv), shall be paid in a lump sum in accordance with Section 5 or Section 7 5(g) of this Agreement Agreement. Notwithstanding the foregoing, payments pursuant to this Section 5(f) shall be reduced by the amount necessary, if any, to ensure that the aggregate compensation to be received by the Executive in connection with such “Change in Control” does not constitute a “parachute payment,” as such term is defined in 26 U.S.C. § 280G. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if: (i) any “person” as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as used in sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13 (d) of the Exchange Act but excluding SGC and any subsidiary or affiliate and any employee benefit plan sponsored or maintained by SGC or any provision subsidiary or affiliate (including any trustee of such plan acting as trustee) or any current shareholder of 20% or more of the Planoutstanding common stock, directly or indirectly, becomes the following provisions shall apply upon a Change in Control “beneficial owner” (as defined in Rule 13d-3 under the Employment Agreement): A. If a Change in Control occurs and Exchange Act) of securities of SGC representing at least 40% of the combined voting power of SGC’s then-outstanding and unvested portion securities; (ii) the stockholders of SGC approve a merger, consolidation, recapitalization, or reorganization of SGC, or a reverse stock split of any class of voting securities of SGC, or the consummation of any such transaction if stockholder approval is not obtained, other than any such transaction which would result in at least 60% of the total voting power represented by the voting securities of SGC or the surviving entity outstanding immediately after such transaction being beneficially owned by persons who together beneficially owned at least 80% of the combined voting power of the voting securities of SGC outstanding immediately prior to such transaction; provided that, for purposes of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”Section 5(f), the continued Service vesting requirement set forth under Section 3(Asuch continuity of ownership (and preservation of relative voting power) of this Award shall be deemed to be satisfied, satisfied if the outstanding Restricted Stock Units subject failure to meet such portion shall be deemed vested, and 60% threshold is due solely to the acquisition of voting securities by an employee benefit plan of SGC or such Restricted Stock Units shall be settled at surviving entity or of any subsidiary of SGC or such surviving entity; (iii) the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership stockholders of SGC or effective control” of the Company, as applicable, approve a plan of complete liquidation of SGC or the Company, an agreement for the sale or disposition by SGC or the Company of all or substantially all of its assets (or any transaction having a change “in the ownership of a substantial portion similar effect), or SGC sells all or substantially all of the assets” stock of the Company within to any person or entity other than an affiliate of SGC; or (iv) during any period of two consecutive years, individuals who at the meaning beginning of Section 409A such period constitute the Board, together with any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Subsection (i), (ii), or (iii) hereof) whose election by the Board of Directors of SGC or nomination for election by SGC’s stockholders was approved by a vote of at least two-thirds (2/3) of the Code directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved (a the “Section 409A Change in ControlContinuing Directors”), outstanding and vested Restricted Stock Units (including cease for any that vest pursuant reason to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A constitute at least a majority of the Code) and not result in any tax, penalty or interest under Section 409A Board of the Code. In connection with any such Change in Control where payment Directors of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesSGC. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. (a) Notwithstanding anything to the contrary in Section 3this Agreement, Section 5 in the event of a Change in Control, if the Awarded Restricted Stock Units are not continued or Section 7 of this Agreement assumed, or any provision substituted or replaced with an award with respect to cash or shares of the Planacquiror or surviving entity in such Change in Control, in each case, with substantially equivalent terms and value as the following provisions Awarded Restricted Stock Units (“Assumed”), any unvested Awarded Restricted Stock Units shall apply upon become vested. (b) In the event of a Change in Control (as defined in which the Employment Agreement): A. If a Change in Control occurs Awarded Restricted Stock Units are Assumed, the Awarded Restricted Stock Units shall remain subject to the terms and the then-outstanding and unvested portion conditions of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to Agreement, provided, that, notwithstanding Section 3(a), if Participant’s employment with the Company or a parent thereof (Subsidiary of the “Successor Entity”), Company terminates pursuant to a Qualifying Termination Event within the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, 12-month period beginning on the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in and ending at the ownership or effective control” end of the Company, or a change “in the ownership first anniversary of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such any unvested Awarded Restricted Stock Units shall become vested subject to become payable in cash based on the Fair Market Value Participant’s (or Participant’s legal representative’s, heir’s, legatee’s or distributee’s, as applicable) timely execution of a share general release of Common Stock at claims no later than 45 days following such Qualifying Termination Event in a form satisfactory to the time Company and, if applicable, Participant’s (or Participant’s legal representative’s, heir’s, legatee’s or distributee’s, as applicable) failure to revoke such execution or signature in accordance with the terms of such Change in Control (with interest for release during the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. Consideration Period. If the Consideration Period spans two calendar years, then, subject to execution and non-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion revocation of the Award that vests pursuant to such provisions release, any unvested Awarded Restricted Stock Units shall become vested and be settled as provided in Section 5 of this Agreementthe second calendar year.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs and during the Performance Period, then-outstanding and unvested portion , notwithstanding the other terms of this Award is not continued following such event Agreement or assumed or converted into restricted stock units Section 7 of any successor entity to the Company or Plan: (a) Each Performance Share Unit automatically will become one Share of Restricted Stock (each a parent thereof (“Restricted Share” and collectively the “Successor EntityRestricted Shares”), and, on the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the closing date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, Company will cause its transfer agent to make a book entry in the Committee transfer agent’s records in the name of the Employee (unless the Employee requests a certificate evidencing the Restricted Shares). All restrictions provided for in this Section 4 will apply to each Restricted Share and to any other securities distributed with respect to that Restricted Share. Each Restricted Share will remain restricted and subject to forfeiture to the Company unless and until that Restricted Share has vested in the Employee in accordance this Section 4. Each book entry (or stock certificate if requested by the Employee) evidencing any Restricted Share may make provision for contain such notations or legends and stock transfer instructions or limitations as may be determined or authorized by the Company in its sole discretion. If a certificate evidencing any Restricted Stock Units Share is requested by the Employee, the Company may, in its sole discretion, retain custody of any such certificate throughout the period during which any restrictions are in effect and require, as a condition to become payable issuing any such certificate, that the Employee tender to the Company a stock power duly executed in cash based blank relating to such custody. The Company will not be required (i) to transfer on its books any Restricted Shares that have been sold or otherwise transferred in violation of any of the Fair Market Value provisions of a share this Agreement or (ii) to treat as owner of Common Stock at the time of such Restricted Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom the Restricted Shares shall have been so transferred. (b) If the Change in Control (with interest is a Corporate Transaction, the Company shall arrange for the period from surviving entity or acquiring entity (or the date of such Change surviving or acquiring entity’s parent company) to assume or continue the Award evidenced hereby or to substitute a similar award for the Award evidenced hereby, in Control to the applicable payment date at such rate each case as determined by the Committee based in its sole discretion. (c) If the Employee’s employment with the Company or an Affiliate is terminated after the closing of the Change in Control and prior to the end of the Performance Period (i) by the Company or an Affiliate without Cause, (ii) by the Employee for Good Reason, (iii) in connection with the Employee’s death or Disability or (iv) under such circumstances determined to constitute retirement by the Committee in its sole discretion, all unvested Restricted Shares will vest on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesdate of termination of the Employee’s employment with the Company or an Affiliate. B. If (d) Provided the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units Employee remains continuously employed (including during the continuance of any Successor Entity, leave of absence as approved by the continued Service requirement set forth in Section 3(ACompany or an Affiliate) above (and by the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Company or an Affiliate after the closing of the Change in Control, and any portion Control through the end of the Award that vests pursuant to Performance Period, all unvested Restricted Shares as of the last day of the Performance Period will vest on such provisions shall be settled as provided in Section 5 date. (e) For purposes of this Agreement.,

Change in Control. Notwithstanding anything to (a) Upon the contrary in Section 3, Section 5 or Section 7 occurrence of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs and Company’s 2010 Long Term Incentive Plan) during the then-outstanding and Term, all unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth equity awards under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, ’s 2010 Long Term Incentive Plan or a change “in the ownership of a substantial portion of the assets” other plans of the Company within the meaning as of Section 409A such date shall become immediately vested, regardless of the Code (a “Section 409A Change in Control”)any other established vesting schedule, outstanding and vested Restricted Stock Units (including any such that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents all remaining unvested equity awards shall be settled upon or as soon as practicable after fully vested on the date of such Change in Control (except to the extent the terms of any such acceleration of payment can be made equity awards explicitly provide that accelerated vesting upon a Change in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and Control is not result in any tax, penalty or interest under Section 409A of the Codeintended). In connection with addition, if a Change in Control occurs during the Term and (x) Employee is terminated by the Company for any reason other than for Cause within two years following such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision or (y) Employee terminates employment for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply Good Reason within two years following such Change in Control, and any such termination constitutes a separation from service (as defined in Section 5(i)), then, the Company shall, in addition to providing Employee with the Accrued Payments, pay Employee within 60 days following the Date of Termination: (i) A lump sum payment equal to the sum of (A) 2.99 times Employee’s annual rate of Base Salary as of the Date of Termination or, if greater, before any reduction not consented to by Employee; plus (B) 2.99 times the greater of either (1) an amount equal to the Target Performance Bonus Employee would have been eligible to receive pursuant to Section 3(b) hereof for the calendar year of termination if Employee had continued performing services pursuant to this Agreement for the remainder of the calendar year of termination, or (2) an amount equal to the average Performance Bonus paid (or payable) to Employee for the two calendar years preceding the Date of Termination or, if Employee was employed for less than two full calendar years, for the calendar year preceding the Date of Termination; plus (ii) A lump sum amount equal to 18 months’ worth of the monthly premium payment to continue Employee’s existing group health care coverage calculated under the applicable provisions of COBRA as of the Date of Termination, whether or not Employee actually elects such continuation coverage; provided, that, nothing in this Section 6 shall relieve the Company or any successor-in-interest thereof of its obligation to continue, following any Change in Control, to provide Employee with the compensation due pursuant to Section 3 of this Agreement or to otherwise comply with its obligations hereunder in the event Employee’s service continues pursuant to this Agreement following the occurrence of such Change in Control; provided, further, that, in the event Employee is terminated simultaneously with the occurrence of a Change in Control or within two years following such Change in Control, Employee shall be entitled to receive the greater of the payments or benefits provided under Section 5(b) of this Agreement and this Section 6(a), which receipt shall be conditioned upon Employee’s satisfaction of the Severance Conditions. (b) Notwithstanding anything to the contrary in this Agreement, if Employee is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Employee has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Employee from the Company and its affiliates will be one dollar ($1.00) less than three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Employee shall be subject to the Award excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that vests pursuant would be made last in time and continuing, to the extent necessary, through to such provisions payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be settled as made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Employee’s base amount, then Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 5 6(b) shall require the Company to be responsible for, or have any liability or obligation with respect to, Employee’s excise tax liabilities under Section 4999 of this Agreementthe Code, if any.

Change in Control. Notwithstanding anything (a) Unless he elects to terminate this Agreement pursuant to (c) below, Employee understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs rights and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” obligations of the Company within the meaning of Section 409A hereunder. (b) Provided that Employee would have been an employee of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision Company for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at least one year at the time of such Change in Control, then in the event of a pending Change in Control wherein the Employee has not received written notice at least fifteen (with interest for 15) business days prior to the period anticipated closing date of the transaction giving rise to the Change in Control from the date successor to all or a substantial portion of the Company's business and/or assets that such successor is willing as of the closing to assume and agree to perform the Company's obligations under this Agreement in the same manner and to the same extent that the Company is hereby required to perform, such Change in Control shall be deemed to be a termination of this Agreement by the Company and the amount of the lump-sum severance payment due to Employee shall be 1 times Employee's annual salary immediately prior to the applicable payment date Change in Control and the non-competition provisions of paragraph 3 shall not apply whatsoever. Payment shall be made either at such rate as determined by closing of the Committee based on the interest earned by interest bearing, FDIC insured depositstransaction if notice is served at least five (5) as opposed to being payable in securitiesdays before closing or within ten (10) days of Employee's written notice. B. If (c) Provided that Employee would have been an employee of the then-outstanding and unvested portion Company for at least one year at the time of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, then in any Change in Control situation in which Employee has received written notice from the successor to the Company that such pending successor is willing to assume the Company's obligations hereunder or Employee receives notice after the Change in Control that Employee is being terminated, Employee may nonetheless, at his sole discretion, elect to terminate this Agreement by providing written notice to the Company at any time prior to closing of the transaction and up to two (2) years after the closing of the transaction giving rise to the Change in Control. In such case, the amount of the lump-sum severance payment due to Employee shall be 1 times Employee's annual salary immediately prior to the Change in Control and the non-competition provisions of paragraph 3 shall all apply. Payment shall be made either at closing if notice is served at least five (5) days before closing or within ten (10) days of written notice by Employee. (d) For purposes of applying paragraph 5 under the circumstances described in (b) and (c) above, the effective date of termination will be the later of the closing date of the transaction giving rise to the Change in Control or Employee's notice as described above, and all compensation, reimbursements and lump-sum payments due Employee must be paid in full by the Company at such time. Further, Employee will be given sufficient time in order to comply with then Securities and Exchange Commission's regulations to elect whether to exercise and sell all or any of his vested options to purchase Common Stock of the Company, including any options with accelerated vesting under the provisions of the Company's 1995 Stock Option Plan, as amended (and as modified by the related option agreement/certificate in accordance with such Plan) or any warrants, such that he may convert such options or warrants to shares of Common Stock of the Company at or prior to the closing of the transaction giving rise to the Change in Control, if he so desires. Employee acknowledges that his option agreement/certificate provides that not all of such options vest on a Change in Control under certain circumstances. (e) A "Change in Control" shall be deemed to have occurred if: (i) any person, other than the Company or an employee benefit plan of the Company, acquires directly or indirectly the Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any voting security of the Company and immediately after such acquisition such Person is, directly or indirectly, the Beneficial Owner of voting securities representing 50% or more of the total voting power of all of the then-outstanding voting securities of the Company; (ii) the individuals (A) who, as of the effective date of the Company's registration statement with respect to its initial public offering, constitute the Board of Directors of the Company (the "Original Directors") or (B) who thereafter are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds (2/3) of the Original Directors then still in office (such directors becoming "Additional Original Directors" immediately following their election) or (C) who are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds (2/3) of the Original Directors and Additional Original Directors then still in office (such directors also becoming "Additional Original Directors" immediately following their election), cease for any reason to constitute a majority of the members of the Board of Directors of the Company; (iii) the stockholders of the Company shall approve a merger, consolidation, recapitalization, or reorganization of the Company, a reverse stock split of outstanding voting securities, or consummation of any such transaction if stockholder approval is not sought or obtained, other than any such transaction which would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being Beneficially Owned by at least 75% of the holders of outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or (iv) the stockholders of the Company shall approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the Company's assets (i.e., 50% or more of the total assets of the Company). (f) Employee must be notified in writing by the Company at any time that the Company or any member of its Board anticipates that a Change in Control may take place. (g) If any portion of the Award severance benefits, Change in Control benefits or any other payment under this Agreement, or under any other agreement with, or plan of the Company, including but not limited to stock options, warrants and other long-term incentives (in the aggregate "Total Payments") would be subject to the excise tax imposed by Section 4999 of the Code, as amended (or any similar tax that vests may hereafter be imposed) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then Employee shall be entitled under this paragraph to an additional amount (the "Gross-Up Payment") such that after payment by Employee of all of Employee's applicable Federal, state and local taxes, including any Excise Tax, imposed upon such additional amount, Employee will retain an amount equal to the Excise Tax imposed on the Total Payments. For purposes of this paragraph Employee's applicable Federal, state and local taxes shall be computed at the maximum marginal rates, taking into account the effect of any loss of personal exemptions resulting from receipt of the Gross-Up Payment. All determinations required to be made under this Agreement, including whether a Gross-Up Payment is required under this paragraph, and the assumptions to be used in determining the Gross-Up Payment, shall be made by the Company's current independent accounting firm, or such other firm as the Company may designate in writing prior to a Change in Control (the "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and Employee within twenty business days of the receipt of notice from Employee that there will likely be a Change in Control, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the party effecting the Change in Control or is otherwise unavailable, Employee may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm with respect to such determinations described above shall be borne solely by the Company. Employee agrees (unless requested otherwise by the Company) to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Employee owes an amount of Excise Tax greater than the amount determined pursuant to such provisions this paragraph; PROVIDED, that Employee shall be settled as provided entitled to reimbursement by the Company of all fees and expenses reasonably incurred by Employee in Section 5 contesting such determination. In the event the Internal Revenue Service or any court of competent jurisdiction determines that Employee owes an amount of Excise Tax that is either greater than the amount previously taken into account and paid under this Agreement, the Company shall promptly pay to Employee the amount of such shortfall. In the case of any payment that the Company is required to make to Employee pursuant to the preceding sentence (a "Later Payment"), the Company shall also pay to Employee an additional amount such that after payment by Employee of all of Employee's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, on such additional amount, Employee will retain an amount equal to the total of Employee's applicable Federal, state and local taxes, including any interest and penalties assessed by any taxing authority, arising due to the Later Payment.

Change in Control. Notwithstanding anything to (a) In the contrary in Section 3, Section 5 or Section 7 event of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control in which the Restricted Stock Units will not be continued, assumed or substituted with Substitute Awards (as defined below), all of the Restricted Stock Units not otherwise forfeited shall vest immediately on the day immediately prior to the date of the Change in Control. (b) In the Employment Agreement): A. If event of a Change in Control occurs and following which the then-outstanding and unvested portion of this Award is not continued following such event or Restricted Stock Units will be continued, assumed or converted into restricted stock units of substituted with Substitute Awards, any successor entity to Substitute Awards shall vest on the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement dates set forth under in Section 3(A5(a) or 5(b) of this Award shall be deemed to be satisfied, Agreement. (c) If the outstanding Restricted Stock Units subject to such portion shall be deemed vestedare substituted with Substitute Awards as set forth in subclause (b) of this Section 6, and within 12 months following the Change in Control the Grantee is terminated by the Successor (or an affiliate thereof) without Cause (as defined above) or resigns for Good Reason, the Substitute Awards shall immediately vest upon such termination or resignation. (d) On the first business day after each vesting date set forth in Sections 6(a), (b) or (c), as applicable, the Company shall deliver to Grantee the shares of stock to which the Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5or Substitute Awards relate; provided provided, however, that if such Change in Control constitutes the Company determines that the Grantee is a “change in the ownership or effective controlspecified employee” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A 409A, then to the extent any payment under this Agreement on account of the Code (a “Grantee’s separation from service would be considered nonqualified deferred compensation under Section 409A Change in Control”)409A, outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents such payment shall be settled upon or as soon as practicable delayed until the earlier of (i) the date that is six months and one day after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ixseparation from employment, or (ii) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesGrantee’s death. B. If the then-outstanding and unvested portion of (e) The following definitions shall apply to this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.6:

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of (a) No compensation shall be payable under this Agreement or any provision of the Plan, the following provisions shall apply upon unless and until (i) there has been a Change in Control of the Company while the Executive is still an employee of the Company and (ii) the Executive's employment by the Company is terminated for a reason other than one or more of the circumstances specified in Section 4(a)(i) through (v). (b) The Executive specifically acknowledges that the change in beneficial ownership of the Company's Common Stock described in Section 1(b)(i) herein may differ from the change in beneficial ownership provisions which may constitute a "change in control" under the terms of stock options, restricted stock awards and/or other stock awards (collectively, "stock awards") granted to the Executive pursuant to the 2000 Stock Incentive Plan of Evergreen Resources, Inc. (the "2000 Plan") and/or other stock-based plans maintained by the Corporation (the 2000 Plan and such other stock-based plans being referred to herein as the "Stock Plans"), and, specifically, that the terms of the Executive's stock awards under such Stock Plan's change in control provisions relating to the effect of a change in beneficial ownership on the Executive's stock awards may be more favorable to the Executive than the provisions contained in the Agreement. The Executive specifically agrees that (i) the terms of all such stock awards and related stock award agreements granted under the Stock Plans shall hereby be deemed modified and amended to conform with the provisions and intent of Section 1(b)(i) herein; and (ii) the Executive shall not be entitled to accelerated vesting or other enhanced benefits as a result of a change in beneficial ownership under such Stock Plans unless and until the provisions of Section 1(b)(i) and Section 4(a) herein are satisfied and the Executive has incurred a Qualifying Termination as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A1(f) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesherein. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or foregoing subsections (a) – (d) of this Section 7 and in lieu thereof, if within the period beginning with the date of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control and continuing through the second anniversary thereof, the Company terminates Executive’s employment without Cause or Executive terminates his employment for Good Reason, then: (i) The Company shall pay Executive as defined in soon as administratively feasible after the Employment Agreement): A. If a date of the Change in Control occurs but no later than 70 days following the date of the Change in Control a lump sum cash amount equal to two (2) times Executive’s Annual Cash Compensation; (ii) Executive’s rights under any Equity-Based Awards or other compensation rights, benefits or awards shall be as provided in the governing plan and/or award agreements (subject to paragraph (iv) below); (iii) Any unpaid AICP bonus for a calendar year preceding the calendar year of the Change in Control shall be paid when the AICP bonus for other participants is paid but in no event later than March 15th of the calendar year following the end of the calendar year of the applicable AICP bonus; (iv) Notwithstanding the provision of any agreement to the contrary, the Company shall cause all of Executive’s existing unvested Equity-Based Awards to be accelerated and vested immediately as of the date of the Change in Control and payment or issuance of shares of Common Stock shall be made pursuant to the applicable plans and/or award agreements (for the avoidance of doubt, the benefits provided for in this Section 7(e)(iv) regarding Executive’s Equity-Based Awards shall be in addition to, and not in limitation of, the value or benefit of any Equity-Based Awards, the exercisability, vesting or payment of which is accelerated or otherwise enhanced pursuant to the terms of the LTIP or other agreement heretofore or hereafter adopted between Executive and the thenCompany regarding Equity-outstanding Based Awards granted to Executive). (v) Executive shall be promptly reimbursed all reasonable business expenses incurred by him upon reasonable documentation and unvested portion in accordance with Company policy prior to the date of the Change in Control to be paid no later than March 15th following the end of the calendar year in which the expenses were incurred; (vi) Company shall pay a lump sum amount equal to the cost of continuation of group health coverage under COBRA for a period of 18 months based upon the rates of such COBRA coverage for the coverage as in effect for Executive (and his dependents, if applicable) on the date of the Change in Control to be paid in a cash lump sum payment at the same time payment under Section 7(e)(i) is made; (vii) If any payments are payable under this Section 7(e), in no event will any amounts be paid or payable under Section 7(a)-(d). Notwithstanding any other provision of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”)Agreement, the continued Service vesting requirement set forth under Section 3(A) of this Award Executive’s employment shall be deemed to be satisfied, have been terminated by the outstanding Restricted Stock Units subject Company without Cause or by Executive with Good Reason following a Change of Control if A) Executive’s employment is terminated by the Company without Cause prior to such portion shall be deemed vested, a Change of Control (whether or not a Change of Control actually occurs) and such Restricted Stock Units shall be settled termination was at the time(srequest of a Person who has entered into an agreement with the Company or its shareholder(s) otherwise provided in Section 5; provided that if the consummation of which would constitute a Change of Control, B) Executive terminates his employment with the Company for Good Reason prior to a Change of Control (whether or not a Change of Control actually occurs) and the act, circumstances or event which constitutes Good Reason occurs at the request or direction of such Change in Control constitutes a “change in the ownership Person or effective control” of the Companyshareholder, or a change “in the ownership of a substantial portion of the assets” of (C) Executive’s employment is terminated by the Company within without Cause or by Executive for Good Reason and such termination without Cause or the meaning of Section 409A of the Code (a “Section 409A Change in Control”)act, outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon circumstance or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made event which constitutes Good Reason is otherwise in connection with the Change or in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value anticipation of a share Change of Common Stock at Control and occurred after either a letter of intent or similar agreement with respect to such a transaction or a public announcement of a proposed transaction is made, provided that in the time case of such Change (C) above, any requirement that the Company pay the amounts required by Section 7(e)(i) shall only be required if the transaction is in Control (with interest for fact consummated, and if the period from the date of such Change in Control to the applicable payment date at such rate as determined proposed transaction is abandoned or terminated by the Committee based on Company or the interest earned by interest bearingPerson or shareholder(s) prior to consummation, FDIC insured deposits) as opposed then Executive’s entitlement to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in a payout under Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above7(e)(i) shall continue revert to apply following such that required by Section 7(c) or 7(d), as applicable (as if a deemed Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this AgreementControl had not occurred).

Change in Control. Notwithstanding anything in the Plan to the contrary in Section 3contrary, Section 5 or Section 7 if (a) the Employee holds unvested AO LTIP Units as of this Agreement or any provision of the Plan, the following provisions shall apply upon immediately prior to a Change in Control Control, (b) the unvested AO LTIP Units are not continued, assumed or substituted in connection with such Change in Control, and (c) the Employee remains in employment as defined of immediately prior to the consummation of such Change in Control, then the Employment Agreement): A. If a AO LTIP Units shall vest and become convertible into LTIP Units and non-forfeitable as of immediately prior to the consummation of the Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof as follows: (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(Ai) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in occurs prior to the ownership or effective control” third anniversary of the CompanyGrant Date, or a change “then such number of AO LTIP Units shall become vested as determined in the ownership of a substantial portion accordance with Schedule A, with such calculation performed as of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentenceii) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of if such Change in Control to occurs on or after the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A third anniversary of the CodeGrant Date and before such AO LTIP Units have become vested, the remainder of the unvested AO LTIPs that were determined to be Earned AO LTIP Units shall become fully vested. The AO LTIP Units shall be considered “assumed” or “substituted” for purposes of the preceding sentence only if each of the following requirements is satisfied, as determined by the Committee, as constituted immediately before the Change in Control, in its sole discretion: (i) the contractual obligations represented by the AO LTIP Units are expressly assumed (and not result in any tax, penalty simply by operation of law) by the successor entity or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made its parent in connection with the Change in Control, Control with appropriate adjustments to the Committee may make provision for such Restricted Stock number and type of securities of the successor entity or its parent subject to the converted or substituted award and to the Formation Unit Participation Threshold which at least preserves the compensation element of the AO LTIP Units to become payable in cash based on the Fair Market Value of a share of Common Stock existing at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control; (ii) in the case of a substituted award, and any portion it must be of the Award same type of award and have the same tax consequences to the Employee as the AO LTIP Units; (iii) the vesting terms of the converted or substituted award (including with respect to accelerated vesting upon certain terminations of employment) must be substantially identical to the terms of the AO LTIP Units; (iv) the converted or substituted award must be convertible or redeemable into another security that vests pursuant is itself convertible or redeemable into shares of a publicly traded company, each in a manner substantially identical to such the corresponding terms of the AO LTIP Units; and (v) all the other terms and conditions of the converted or substituted award must be no less favorable to the Employee than the terms of the AO LTIP Units (including the provisions shall be settled as provided that would apply in Section 5 the event of this Agreementa subsequent Change in Control).

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. a) If a Change in Control occurs during the Award Cycle, and the then-outstanding and unvested portion Employee has not experienced a Termination of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with Employment before the Change in Control, the Committee may make provision for such Restricted Stock Units Employee shall be entitled to become payable the greater of (i) the Performance Shares Earned that would have been earned by the Employee had the Employee remained employed through the end of the Award Cycle in cash accordance with Exhibit 1 if the Performance Goal set forth in Exhibit 1 had been achieved, multiplied by the quotient equal to the number of full fiscal months the Employee was employed during the Award Cycle through the date of the Change in Control, divided by the total number of fiscal months in the Award Cycle, or (ii) the Performance Shares Earned as of the date of the Change in Control (based on the Fair Market Value Average Return on Equity for the Award Cycle through and including such date). (b) Notwithstanding the provisions of Paragraph 3, the value of Performance Shares Earned in accordance with Paragraph 7(a) shall be distributed to the Employee in a lump sum cash payment, based on a value per Performance Share equal to the Change in Control Price, as soon as practicable (but no more than 30 days) after the occurrence of a share of Common Stock at the time of Change in Control (unless such Change in Control does not qualify as an event described in Section 409A(a)(2)(A)(v) of the Code and the regulations thereunder, in which case such distribution shall occur in accordance with Paragraph 4). (with interest for the period from the date of such Change in Control c) Distributions to the applicable payment date at such rate as determined Employee under Paragraph 3 shall not be affected by payments under this Paragraph 7, except that before distributions are made under Paragraph 3, and after all computations required under Paragraph 3 have been made, the number of Performance Shares Earned by the Committee based on Employee shall be reduced by the interest earned by interest bearing, FDIC insured deposits) as opposed number of Performance Shares Earned with respect to being payable in securitieswhich payment was made to the Employee under this Paragraph 7. B. If (d) The Employee shall not be required to repay any amounts to the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units Company on account of any Successor Entitydistribution made under this Paragraph 7 for any reason, including failure to achieve the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in ControlPerformance Goal, and any portion of the Award that vests pursuant to such provisions shall be settled other than as provided in Section 5 of this AgreementParagraph 8.

Change in Control. Notwithstanding anything to In the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision in its sole and absolute discretion and authority, without obtaining the approval or consent of the Company's shareholders or any Participant with respect to his or her outstanding Awards, take one or more of the following actions: (i) arrange for or otherwise provide that each outstanding Award shall be assumed or a substantially similar award shall be substituted by a successor corporation or a parent or subsidiary of such Restricted Stock Units successor corporation (the "Successor Corporation"); (ii) accelerate the vesting of Awards so that Awards shall vest (and, to the extent applicable, become payable exercisable) as to the Shares that otherwise would have been unvested and provide that repurchase rights of the Company with respect to Shares issued upon exercise of an Award shall lapse as to the Shares subject to such repurchase right; (iii) arrange or otherwise provide for the payment of cash or other consideration to Participants in cash based on exchange for the Fair Market Value satisfaction and cancellation of outstanding Awards; (iv) terminate upon the consummation of the transaction, provided that the Committee may in its sole discretion provide for vesting of all or some outstanding Awards in full as of a share date immediately prior to consummation of Common Stock the Change of Control. To the extent that an Award is not exercised prior to consummation of a transaction in which the Award is not being assumed or substituted, such Award shall terminate upon such consummation; or (v) make such other modifications, adjustments or amendments to outstanding Awards or this Plan as the Committee deems necessary or appropriate, subject however to the terms of Section 15(a) below. Notwithstanding the above, in the event a Participant holding an Award assumed or substituted by the Successor Corporation in a Change in Control is Involuntarily Terminated by the Successor Corporation in connection with, or within 12 months following consummation of, the Change in Control, then any assumed or substituted Award held by the terminated Participant at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding termination shall accelerate and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above become fully vested (and exercisable in full in the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Controlcase of Options and SARs), and any portion repurchase right applicable to any Shares shall lapse in full, unless an Award Agreement provides for a more restrictive acceleration or vesting schedule or more restrictive limitations on the lapse of repurchase rights or otherwise places additional restrictions, limitations and conditions on an Award. The acceleration of vesting and lapse of repurchase rights provided for in the previous sentence shall occur immediately prior to the effective date of the Participant's termination, unless an Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this AgreementAgreement provides otherwise.

Change in Control. Notwithstanding anything (a) In the event that a “Change in Control” (as hereinafter defined) occurs, (i) all outstanding Options shall be subject to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a agreement pursuant to which such Change in Control is consummated and (ii) the vesting schedule of the Options held by Optionee shall accelerate such that on the date the Change in Control is completed, 50% of any then-unvested shares subject to the Options held by Optionee shall immediately vest, irrespective of which of the provisions described in clauses (i) through (v) below are set forth in the agreement pursuant to which such Change in Control is consummated (except in the case of clause (iv), in which case 100% of the Options would become vested). Such agreement shall provide for one or more of the following: (i) The continuation of such outstanding Options by the Company (if the Company is the surviving corporation). (ii) The assumption of such outstanding Options by the surviving corporation or its parent in a manner that complies with Section 424(a) of the Code (whether or not such Options are ISOs). (iii) The substitution by the surviving corporation or its parent of new options for such outstanding Options in a manner that complies with Section 424(a) of the Code (whether or not such Options are ISOs). (iv) Full exercisability of such outstanding Options and full vesting of the Shares subject to such Options, followed by the cancellation of such Options. The full exercisability of such Options and full vesting of the Shares subject to such Options may be contingent on the closing of such Change in Control. The Optionees shall be able to exercise such Options during a period of not less than five full business days preceding the closing date of such Change in Control, unless (A) a shorter period is required to permit a timely closing of such Change in Control and (B) such shorter period still offers the Optionee a reasonable opportunity to exercise such Options. Any exercise of such Options during such period may be contingent on the closing of such Change in Control. (v) The cancellation of such outstanding Options and a payment to the Optionee equal to the excess of (A) the Fair Market Value (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(APlan) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units Shares subject to such portion shall be deemed Options (whether or not such Options are then exercisable or such Shares are then vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” as of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the closing date of such Change in Control to the extent such acceleration of over (B) their aggregate exercise price. Such payment can shall be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (the form of cash, cash equivalents, or other exemption from the general prohibitions on accelerations of payments under Section 409A securities of the Code) and not result in any tax, penalty surviving corporation or interest under Section 409A of the Code. In connection its parent with any such Change in Control where payment of outstanding Restricted Stock Units subject a Fair Market Value equal to the Award will not required amount. Such payment may be made in connection with installments and may be deferred until the Change in Control, the Committee date or dates when such Options would have become exercisable or such Shares would have vested. Such payment may make provision for such Restricted Stock Units be subject to become payable in cash vesting based on the Optionee’s continuing service to the Company or its affiliates, provided that the vesting schedule shall not be less favorable to the Optionee than the schedule under which such Options would have become exercisable or such Shares would have vested. If the aggregate exercise price of the Shares subject to such Options exceeds the Fair Market Value of a share such Shares by greater than ten percent (10%) of Common Stock at the time Fair Market Value of such Shares, then such Options may be cancelled without making a payment to the Optionee. For purposes of this Section 4(a)(v), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security. (b) A “Change in Control Control” of the Company shall be deemed to have occurred if: (with interest for i) Any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the period from Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who did not own shares of the capital stock of the Company on the date of grant of the Option shall, together with his, her or its “Affiliates” and “Associates” (as such Change terms are defined in Control Rule 12b-2 promulgated under the Exchange Act), become the “Beneficial Owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities (any such person being hereinafter referred to as an “Acquiring Person”); (ii) The “Continuing Directors” (as hereinafter defined) shall cease to constitute a majority of the Company’s Board of Directors; (iii) There should occur (A) any consolidation or merger involving the Company and the Company shall not be the continuing or surviving corporation or the shares of the Company’s capital stock shall be converted into cash, securities or other property; provided, however, that this subclause (A) shall not apply to a merger or consolidation in which (i) the Company is the surviving corporation and (ii) the stockholders of the Company immediately prior to the applicable payment date at such rate as determined by transaction have the Committee based on same proportionate ownership of the interest earned by interest bearingcapital stock of the surviving corporation immediately after the transaction; (B) any sale, FDIC insured depositslease, exchange or other transfer (in one transaction or a series of related transactions) as opposed to being payable of all or substantially all of the assets of the Company; or (C) any liquidation or dissolution of the Company; or (iv) The majority of the Continuing Directors determine, in securities. B. If the then-outstanding their sole and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entityabsolute discretion, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such that there has been a Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to In the contrary in Section 3, Section 5 or Section 7 event of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (during the Performance Period, if the highest price per share of Common Stock paid in the transaction related to such Change in Control equals a price per share of Common Stock under a Performance Level, as defined in and set forth on Appendix A, that was not achieved prior to such Change in Control, then on the Employment Agreement):Change in Control the Participant shall receive the Awarded Shares payable with respect to such Performance Level and all Restricted Stock corresponding to such Awarded Shares shall become immediately vested. In addition, the Committee, in its sole discretion, may treat any then unearned Performance Shares under this Performance Share Award in accordance with any one or more of the following methods as determined by the Committee: A. If (a) The Committee may determine that one or more of the levels of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control would likely have been achieved during the Performance Period and treat all or a portion of the Performance Share Award in accordance with any one of the following methods, as determined by the Committee: (i) The Committee may determine that a level of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control is deemed achieved on the date of the Change in Control, the Participant shall be granted the applicable number of Awarded Shares set forth on Appendix A, subject to the conditions of Section 4; provided, that all unvested shares of Restricted Stock corresponding to such Awarded Shares shall become immediately vested if (x) such Change in Control occurs and within three months following a Termination of Employment by the then-outstanding and unvested portion Participant for Good Reason or (y) the Participant incurs a Termination of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to Employment by the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if without Cause within 24 months following such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code Control; (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant ii) Immediately prior to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units determine that the Performance Share Award will not be continued, assumed or have new rights substituted therefor in accordance with Section 12.1(a) of the Plan and the Participant will be granted the applicable number of Awarded Shares set forth on Appendix A with respect to become payable in cash based the levels of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Fair Market Value of a share of Common Stock at the time of such Change in Control that the Committee has determined would likely have been achieved during the Performance Period, and all shares of Restricted Stock corresponding to such Awarded Shares shall vest upon the Change in Control; or (iii) Immediately prior to the Change in Control, the Committee may determine that the Performance Share Award will be continued, assumed or have new rights substituted therefor in accordance with interest for Section 12.1(a) of the period from Plan. (b) The Committee may determine that one or more of the date levels of such achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control to would likely not have been achieved during the applicable payment date at such rate Performance Period and treat all or a portion of the Performance Share Award in accordance with any one of the following methods as determined by the Committee based on Committee: (i) Immediately prior to the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion the Committee may determine the applicable number of Awarded Shares set forth on Appendix A with respect to a level of achievement of the performance metric set forth on Appendix A not achieved upon or prior to the Change in Control that the Committee has determined would likely not have been achieved during the Performance Period will be canceled in their entirety; or (ii) Immediately prior to the Change in Control, the Committee may determine that the Performance Share Award that vests pursuant will be continued, assumed or have new rights substituted therefor in accordance with Section 12.1(a) of the Plan. (c) The Committee may elect not to such provisions make a determination of the likely achievement of the levels of achievement of the performance metrics set forth on Appendix A and treat the Performance Share Award in accordance with Section 12.1 of the Plan. (d) Notwithstanding any other provision herein, the Committee may otherwise determine the treatment of the Performance Share Award, which shall not be settled as provided in Section 5 inconsistent with any of this Agreementthe terms of the Plan.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment AgreementPlan): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award (to the extent outstanding) is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed will vest as of the date of such Change in Control with respect to be satisfied, the outstanding Target Number of Restricted Stock Units subject to such portion shall be deemed vested, and Units. Any such Restricted Stock Units (and any related Dividend Equivalents) that become vested pursuant to this Section 8(A) shall be settled paid at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), the outstanding and vested Restricted Stock Units (including subject to this Award and any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled paid upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding such Restricted Stock Units subject to the this Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. The foregoing provisions do not supersede Section 7(B) to the extent the Grantee’s Service to the Company terminates and such provision is triggered prior to a Change in Control. B. If the then-outstanding and unvested portion of this Award (to the extent then outstanding) is continued following such event a Change in Control or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in performance-based vesting conditions of Section 3(A) above (3 shall no longer apply to this Award, and the accelerated vesting provisions set forth Target Number of Restricted Stock Units subject to this Award shall remain eligible to vest on the original Vesting Date (without such date being modified due to the occurrence of the Change in Section 7 above) shall continue Control), subject to apply the Grantee remaining continuously in Service with the Company following such Change in ControlControl through the Vesting Date; provided, however, that if a termination of the Grantee’s Service described in Section 7(A) above occurs after such Change in Control and prior to the Vesting Date, this Award will vest as of the date of such termination of the Grantee’s Service with respect to the Target Number of Restricted Stock Units. Any Restricted Stock Units (and any portion of the Award related Dividend Equivalents) that vests vest pursuant to such provisions this Section 8(B) shall be settled as paid at the time(s) otherwise provided in Section 5 5. Section 17 of the Plan shall not apply with respect to this AgreementAward.

Change in Control. Notwithstanding anything any provision to the contrary in Section 3, Section 5 or Section 7 of this Agreement or in any provision offer letter, employment agreement or other applicable employment or service agreement between the Recipient and the Company that discusses the effect of a Change in Control on the PlanRecipient’s Awards, in the event of a Change in Control during the Performance Period, the following provisions shall apply upon a apply, unless provided otherwise by the Committee prior to the date of the Change in Control: (i) To the extent this Award is assumed, converted or replaced by the resulting entity in the Change in Control, if within two (2) years after the Change in Control the Recipient has a Separation from Service either (A) by the Company other than for Cause (as defined in below) or (B) by the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof Recipient for Good Reason (the “Successor Entity”as defined below), then the continued Service vesting requirement set forth target payout opportunities attainable under Section 3(A) of this Award shall be deemed to have been earned as of the applicable Separation from Service based upon the greater of: (1) an assumed achievement of all relevant performance goals at their “target” level, or (2) the actual level of achievement of all relevant performance goals against target as of the Company’s fiscal quarter end preceding the Change in Control. This Award, as adjusted for such deemed performance, shall become vested in full and shall be satisfiedpaid as soon as administratively practicable (not more than thirty (30) days) after the date of such Separation from Service. (ii) To the extent this Award is not assumed, converted or replaced by the outstanding Restricted Stock Units subject to such portion resulting entity in the Change in Control, then the target payout opportunities attainable under this Award shall be deemed vested, and such Restricted Stock Units shall be settled at to have been earned as of the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a based upon the greater of: (1) an assumed achievement of all relevant performance goals at their “change in target” level, or (2) the ownership or effective control” actual level of achievement of all relevant performance goals against target as of the Company, or a change “in ’s fiscal quarter end preceding the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”). This Award, outstanding as adjusted for such deemed performance, shall become vested in full and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or paid as soon as administratively practicable (not more than thirty (30) days) after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, in the following provisions shall apply upon event of a Change in Control (prior to the TSR Vesting Date or the FCF Vesting Date, as defined in applicable, the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion provisions of this Section 5 shall apply. (a) if the entire Performance Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof substituted (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentencePlan) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the such Change in Control, and the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value Participant incurs a termination of a share of Common Stock at the time of such Change in Control (with interest for the period service from the date of such Change in Control to the applicable payment date at such rate as determined Company and its Subsidiaries by the Committee based on Company or its Subsidiary without Cause during the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then24-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply month period following such Change in Control, then the restrictions, deferral limitations, payment conditions, and forfeiture conditions applicable to any portion of the Performance Award that vests pursuant shall lapse and: (i) the TSR Performance Award shall be settled in shares of Company Stock as soon as practicable following the Participant’s termination of service, but no later than the later to occur of the end of the calendar year in which such provisions termination occurs or the fifteenth day of the third calendar month following such termination, based on the greater of (y) actual achievement of TSR Performance Criteria or (z) target achievement of the TSR Performance Criteria, in either case measured as of the date of such termination, and (ii) the FCF Performance Award shall be settled as provided soon as practicable following the Participant’s termination of service, but no later than the later to occur of the end of the calendar year in which such termination occurs or the fifteenth day of the third calendar month following such termination, with the number of shares equal to the number of shares of Company Stock subject to the FCF Performance Award multiplied by one (1) or, if greater, a multiple determined based upon achievement of the most recently approved estimate of Adjusted Free Cash Flow. (b) if any portion of the Performance Award is not assumed or substituted in connection with such Change in Control, then the restrictions, deferral limitations, payment conditions, and forfeiture conditions applicable to any portion of the Performance Award shall lapse and: (i) the TSR Performance Award shall be settled in shares of Company Stock immediately prior to the Change in Control based on the greater of (1) actual achievement of TSR Performance Criteria or (2) target achievement of the TSR Performance Criteria, in either case measured as of the date of the Change in Control, and (ii) the FCF Performance Award shall be settled immediately prior to the Change in Control, with the number of shares equal to the number of shares of Company Stock subject to the FCF Performance Award multiplied by one (1) or, if greater, a multiple determined based upon achievement of the most recently approved estimate of Adjusted Free Cash Flow. (c) Any portion of the Performance Award that could have been earned in accordance with Section 5 5(a) or Section 5(b) that is not earned shall be immediately forfeited on the date of this Agreementtermination of service or the date the Change in Control occurs, as applicable.

Change in Control. Notwithstanding anything (i) Upon a Change in Control occurring during the five-year period described in Section 1(a) above while Grantee is an employee of the Company or a Subsidiary, to the contrary in Section 3, Section 5 or Section 7 of extent the Common Shares covered by this Agreement or and any provision Deferred Cash Dividends accumulated with respect thereto have not been forfeited, the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto shall immediately become nonforfeitable (except to the extent that a Replacement Award is provided to Grantee for such Common Shares and Deferred Cash Dividends). If Grantee is deemed to be in the continuous employ of the PlanCompany or a Subsidiary pursuant to Section 1(b), the following provisions shall apply 2(c) or 2(d), then, upon a Change in Control prior to the fifth anniversary of the Date of Grant, the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto will immediately become nonforfeitable, except that to the extent that Section 2(d) applies, the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto will immediately become nonforfeitable only to the extent that the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto would have become nonforfeitable during the severance period pursuant to Section 2(d). (ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of deferred shares, (B) that has a value at least equal to the value of the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control), (D) the tax consequences of which, under the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto, (E) that becomes nonforfeitable in full upon a termination of Grantee’s employment with the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the “Successor”) for Good Reason by Grantee or without Cause (as defined in Section 2(d)) by the Employment Agreement): A. If Successor within a Change in Control occurs and period of two years after the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto (including any the provisions that vest pursuant to would apply in the foregoing provisions event of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such a subsequent Change in Control Control). A Replacement Award may be granted only to the extent such acceleration it conforms to the requirements of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ixTreasury Regulation 1.409A-3(i)(5)(iv)(B) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and otherwise does not result in the Common Shares covered by this Agreement and any taxDeferred Cash Dividends then accumulated with respect thereto, penalty or interest under the Replacement Award, failing to comply with Section 409A of the Code. In connection Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with any such Change in Control where payment respect thereto if the requirements of outstanding Restricted Stock Units subject to the Award preceding sentence are satisfied. The determination of whether the conditions of this Section 2(b)(ii) are satisfied will not be made in connection with by the Committee, as constituted immediately before the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesits sole discretion. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Subject to Section 9.8 of the Plan: (a) Notwithstanding anything any provision in this Agreement, in the event of a Change in Control pursuant to Section 2.5(c) or (d) of the contrary Plan in connection with which (i) holders of Shares receive consideration consisting solely of shares of common stock that are registered under Section 3, Section 5 12 of the Exchange Act (and disregarding the payment of cash in lieu of fractional shares) and (ii) this Stock Agreement is assumed or Section 7 provision is made for the continuation of this Agreement or any provision Stock Agreement, then subject to Section 4.3 of the Plan, this Stock Agreement shall continue in accordance with its terms, and there shall be substituted for each Share of Restricted Stock then subject to this Stock Agreement, the following provisions number and class of shares into which each outstanding Share shall apply upon a be converted pursuant to such Change in Control (as defined in Control. Notwithstanding the Employment Agreement): A. If a Change in Control occurs , and unless otherwise determined by the then-outstanding and unvested portion Board of this Award is not continued following such event or assumed or converted into restricted stock units Directors of any successor entity to the Company or a parent thereof (the “Successor Entity”)Compensation Committee of the Board of Directors, the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of event the Company, or a change “in the ownership of a substantial portion of the assets” of Participant’s employment with the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon is terminated on or as soon as practicable after the date of such Change in Control by reason of the Participant’s resignation for Good Reason or by Zebra other than for Cause, then any unvested Restricted Stock as of the effective date of the Participant’s termination of employment shall become fully vested as of 5:00 p.m., Central Time, on the effective date of the Participant’s termination of employment. (b) Notwithstanding any provision in this Agreement to the extent such acceleration contrary, in the event of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such a Change in Control where payment pursuant to Section 2.5(a) or (b) of outstanding Restricted the Plan, or in the event of a Change in Control pursuant to Section 2.5(c) or (d) of the Plan as to which Section 5(a) above does not apply, this Stock Units subject Agreement shall be surrendered to the Award will not Company by the Participant, and this Stock Agreement shall immediately be made in connection with canceled by the Company, and the Participant shall receive, within 10 days following the effective date of the Change in Control, a cash payment from the Committee may make provision for such Company in an amount equal to the number of Shares of unvested Restricted Stock Units as of the effective date of the Change in Control, multiplied by the greater of (i) the highest per Share price offered to become payable stockholders of the Company in cash based on any transaction whereby the Change in Control takes place or (ii) the Fair Market Value of a share of Common Stock at Share on the time of such Change in Control (with interest for the period from the effective date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything the provisions of Section 1 through Section 4 hereof or the terms of any Change in Control Agreement between you and the Company or a Subsidiary (a “CIC Agreement”), if you have been continuously employed from the grant date specified above until the date that the Change in Control occurs (the “Change in Control Date”) or you are treated, for purposes of such CIC Agreement, to have remained in employment through the contrary Change in Section 3Control Date, Section 5 or Section 7 upon the occurrence of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control your rights in respect of the Performance Units shall be determined as provided in Section 5(a). If your employment shall have terminated prior to the Change in Control Date, but at least some of your Performance Units remain outstanding pursuant to Section 4(b) or Section 4(c), your rights in respect of your outstanding Performance Units shall be determined as provided in Section 5(b). (as defined in the Employment Agreement): A. a) If a Change in Control occurs and the then-outstanding and unvested portion occurs, you will be issued a number of this Award is not continued following such event or assumed or converted into restricted stock units shares of any successor entity Common Stock equal to the Company number of Performance Units that would have become Earned Performance Units in accordance with the provisions of Section 2 assuming that: (i) the Performance Period ended on the Change in Control Date and (ii) the determination of whether, and to what extent, the Performance Objective is achieved, is based on actual performance against the stated performance criteria through the Change in Control Date. (b) If your employment terminated prior to the Change in Control Date, but some or all of your Performance Units are still outstanding on such date pursuant to Section 4(b) or 4(c), then, you shall receive a number of shares of Common Stock equal to the product of (A) the number of shares of Common Stock that would have been issued to you in respect to the Initial Performance Units, determined as though Section 5(a) was applicable to you times (B) the Pro-Ration Fraction. (c) Any shares of Common Stock issuable pursuant to this Section 5 shall be issued immediately following (and not later than) 5 business days after the Change in Control Date and shall be fully earned and freely transferable as of the date of the Change in Control. Notwithstanding anything else contained in this Section 5 to the contrary, if the Change in Control involves a merger, reclassification, reorganization or other similar transaction pursuant to which the Common Stock is exchanged for stock of the surviving corporation in such merger, the successor to the corporation or the direct or indirect parent thereof of such a corporation (collectively, the “Successor Corporation”), then you shall receive, instead of each share of Common Stock otherwise deliverable hereunder, the same consideration (whether stock, cash or other property) payable or distributable in such transaction in respect of a share of Common Stock. Any property distributed pursuant to this Section 5(c), whether in shares of the Successor Corporation or otherwise, shall in all cases be freely transferable without any restriction (other than any such restriction that may be imposed at applicable law), and any securities issued hereunder shall be registered to trade under the 1934 Act, and shall have been registered under the Securities Act of 1933, as amended (the “Successor Entity1933 Act”). (d) Notwithstanding anything else contained in this Section 5 to the contrary, the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed Committee may elect, at its sole discretion by resolution adopted prior to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change Date, to satisfy your rights in the ownership or effective control” respect of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Performance Units (including any that vest as determined pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon Section 5), in whole or as soon as practicable after in part, by making a cash payment to you within 5 business days of the date of such Change in Control to the extent Date in respect of all such acceleration Performance Units or such portion of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Performance Units subject to the Award will not be made in connection with the Change in Control, as the Committee may make provision shall determine. Any cash payment for such Restricted Stock Units any Performance Unit shall be equal to become payable in cash based on the Fair Market Value of a share the number of shares of Common Stock at into which it would convert, determined on the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesDate. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything the provisions of Section 6 that may be to the contrary in Section 3contrary, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If if a Change in Control occurs and at a time when you have reached the then-outstanding and unvested portion age of this Award is not continued following such event 60 or assumed or converted into restricted stock units later, no shares of any successor entity Stock related to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at paid to you as a result of that Change in Control unless the time(s) otherwise provided in Section 5; provided that if event constituting such Change in Control also constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code and the regulations and other authoritative guidance promulgated thereunder (collectively, the “Nonqualified Deferred Compensation Rules”); except that, to the extent permitted under the Nonqualified Deferred Compensation Rules, payment may be made in respect of this Award, upon the occurrence of a “Section 409A Change in Control”), outstanding and vested as determined by the Committee in its discretion, to the extent necessary to pay employment or other taxes imposed on the Award. To the extent shares of Stock related to the Restricted Stock Units (including any that vest pursuant are not paid to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled you upon or as soon as practicable after the date of such a Change in Control as a result of the limitations described in the preceding sentence, the payment date of the Stock related to your Restricted Stock Units shall be the extent such acceleration earlier to occur of: (i) the time or times specified in Section 4 of payment can be made this Agreement; (ii) your separation from service with the Company (determined in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption the Company’s written and generally applicable policies regarding what constitutes a “separation from the general prohibitions on accelerations service” for purposes of payments under Section 409A of the Code) and not result ); provided that, if at the time of the Change in any tax, penalty or interest under Control you are a “specified employee” within the meaning of Section 409A of the Code. In connection , as determined in accordance with any such the procedures specified or established by the Company in accordance with the Nonqualified Deferred Compensation Rules (a “Specified Employee”), this date shall be the earlier of (A) the date of your death, or (B) the date that is six months and one day following the date of your separation from service with the Company; or (iii) a Change in Control where payment of outstanding Restricted Stock Units subject to that constitutes a “change in the Award will not be made ownership or effective control” or “in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value ownership of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any substantial portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 assets” of this Agreementthe Company within the meaning of the Nonqualified Deferred Compensation Rules.

Change in Control. Notwithstanding anything to In the contrary in Section 3, Section 5 or Section 7 event of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control that occurs prior to the Settlement Date, the PSUs will vest in accordance with this Section II.A.6(f). (as defined in i) Notwithstanding anything set forth herein to the Employment Agreement): A. If contrary, if at any time before the Settlement Date or forfeiture of the PSUs, and while Grantee is continuously a Service Provider, a Change in Control occurs and occurs, then the then-outstanding and unvested portion of this PSUs will vest (except to the extent that a Replacement Award is not continued following such event provided to Grantee in accordance with Section II.A.6(f)(ii) to continue, replace or assumed or converted into restricted stock units of any successor entity to assume the Company or a parent thereof PSUs covered by this Agreement (the “Successor EntityReplaced Award”), ) as follows: the continued Service vesting requirement set forth number of PSUs under Section 3(A) of this Award that shall be deemed to be satisfied, become vested and non-forfeitable (the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such “Change in Control constitutes a Payout Level”) shall equal the greater of (A) the Target number set forth in “change Number of PSUs in Award” in Section I, and (B) the ownership or effective control” number of PSUs that would have been actually earned due to the achievement of the Company, or a change “performance measures specified in Appendix A if the ownership of a substantial portion date of the assets” Change in Control had been the last day of the Company within Performance Period (as determined by the meaning of Section 409A of Committee as constituted immediately prior to the Code (a “Section 409A Change in Control”), outstanding and less the number of PSUs that had already become vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions as of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control, but in no event may negative discretion be exercised with respect to the number of PSUs vested. Any PSUs that are not earned and do not vest in accordance with the foregoing sentence shall terminate and be forfeited. (ii) For purposes of this Agreement, a “Replacement Award” means an award: (A) consisting of an award of time-based restricted stock units that is not subject to performance conditions; (B) that has a value at least equal to the value of the Replaced Award, which shall be the value of the PSUs at the Change in Control Payout Level; (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control; (D) if Grantee holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Grantee under the Code are not less favorable to such Grantee than the tax consequences of the Replaced Award; and (E) the other terms and conditions of which are not less favorable to Grantee holding the Replaced Award than the terms and conditions of the Replaced Award, specifically taking into account the Change in Control Payout Level for any subsequent vesting of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and it does not result in any tax, penalty the Replaced Award or interest under Replacement Award failing to comply with or be exempt from Section 409A of the Code. In connection with any such Change in Control where payment Without limiting the generality of outstanding Restricted Stock Units subject to the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section II.A.6(f)(ii) are satisfied will not be made in connection with by the Committee, as constituted immediately before the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesits sole discretion. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything In the event there is a Change in Control of the ownership of the Company, the Executive may at any time immediately resign upon written notice to the contrary Company. In this event, the Company shall pay to the Executive in Section 3a lump sum upon such resignation an amount equal to 200% of his Base Salary as in effect at the time of such resignation. In addition, Section 5 or Section 7 of this Agreement or any provision of earned but unpaid Base Salary and Incentive Compensation Awards will be paid on a pro-rated basis for the year in which resignation occurs. Any stock options granted to the Executive prior to termination pursuant to the Plan, the following provisions shall apply but subject to vesting restrictions, will be fully vested upon a Change in Control whether or not the Executive resigns. The benefits and perquisites described in this Agreement as in effect at the date of termination of employment will also be continued for eighteen (as defined in 18) months from the Employment Agreement):effective date of termination pursuant to Change of Control. A. If a A " Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award Control" shall be deemed to have occurred if (i) a tender offer shall be satisfied, made and consummated for the ownership of more than 50% of the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” voting securities of the Company, (ii) the Company shall be merged or consolidated with another corporation and as a change “result of such merger or consolidation less than 75% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the ownership of a substantial portion aggregate by the former shareholders of the assets” of Company, as the same shall have existed immediately prior to such merger or consolidation, (iii) the Company shall sell all or substantially all of its assets to another corporation which is not a wholly-owned subsidiary, or (iv) a person, within the meaning of Section 409A 3(a)(9) or of Section 13(d)(3) (as in effect on the date hereof) of the Code Securities and Exchange Act of 1934 (a “Section 409A Change in Control”"Exchange "Act")), shall acquire more than 50% of the outstanding voting securities of the Company (whether directly, indirectly, beneficially or of record). For purposes hereof, ownership of voting securities shall take into account and vested Restricted Stock Units shall include ownership as determined by applying the provisions of Rule 13d-3(d)(1)(i) (including any that vest as in effect on the date hereof) pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesExchange Act. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything (a) In the event that a “Change in Control” (as hereinafter defined) occurs, (A) all outstanding New Options shall be subject to the contrary agreement pursuant to which such Change in Section 3, Section 5 or Section 7 of this Agreement or any provision Control is consummated (the “COC Agreement”) and (B) the vesting schedule of the PlanNew Options held by Optionee shall accelerate such that (y) on the date the Change in Control is completed, 50% of any then-unvested shares subject to the following New Options held by Optionee shall immediately vest, irrespective of which of the provisions shall apply upon described in clauses (i) through (v) below are set forth in the COC Agreement is consummated (except in the case of clauses (iv) or (v), in which case 100% of the New Options would become vested), and (z) if Optionee is a Company employee at the time of the Change of Control and, in connection with or within the first two years after a Change in Control, Optionee’s employment is terminated “Without Cause” (as hereinafter defined), the vesting schedule of the New Options held by Optionee shall accelerate such that on the termination of employment in connection with such Change in Control, 100% of any then-unvested shares subject to the New Option held by Optionee that remain outstanding shall immediately vest and shall be exercisable during the five-year period following the date of termination of employment (but not after the end of the New Option’s original term) irrespective of which of the provisions described in clauses (i) through (v) below are set forth in the COC Agreement (except in the case of clauses (iv) or (v), in which case 100% of the New Options would become vested). The COC Agreement shall provide for one or more of the following: (i) The continuation of such outstanding New Options by the Company (if the Company is the surviving corporation). (ii) The assumption of such outstanding New Options by the surviving corporation or its parent in a manner that complies with Section 424(a) of the Code (whether or not such New Options are ISOs). (iii) The substitution by the surviving corporation or its parent of new options for such outstanding New Options in a manner that complies with Section 424(a) of the Code (whether or not such New Options are ISOs). (iv) Full exercisability of such outstanding New Options and full vesting of the Shares subject to such New Options, followed by the cancellation of such New Options. The full exercisability of such New Options and full vesting of the Shares subject to such New Options may be contingent on the closing of such Change in Control. The Optionees shall be able to exercise such New Options during a period of not less than five full business days preceding the closing date of such Change in Control, unless (A) a shorter period is required to permit a timely closing of such Change in Control and (B) such shorter period still offers the Optionee a reasonable opportunity to exercise such New Options. Any exercise of such New Options during such period may be contingent on the closing of such Change in Control. (v) The cancellation of such outstanding New Options and a payment to the Optionee equal to the excess of (A) the Fair Market Value (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(APlan) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units Shares subject to such portion shall be deemed New Options (whether or not such New Options are then exercisable or such Shares are then vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” as of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the closing date of such Change in Control to the extent such acceleration of over (B) their aggregate exercise price. Such payment can shall be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (the form of cash, cash equivalents, or other exemption from the general prohibitions on accelerations of payments under Section 409A securities of the Code) and not result in any tax, penalty surviving corporation or interest under Section 409A of the Code. In connection its parent with any such Change in Control where payment of outstanding Restricted Stock Units subject a Fair Market Value equal to the Award will not required amount. Such payment may be made in connection with installments and may be deferred until the Change in Control, the Committee date or dates when such New Options would have become exercisable or such Shares would have vested. Such payment may make provision for such Restricted Stock Units be subject to become payable in cash vesting based on the Optionee’s continuing service to the Company or its affiliates, provided that the vesting schedule shall not be less favorable to the Optionee than the schedule under which such New Options would have become exercisable or such Shares would have vested. If the aggregate exercise price of the Shares subject to such New Options exceeds the Fair Market Value of a share such Shares by greater than ten percent (10%) of Common Stock at the time Fair Market Value of such Shares, then such New Options may be cancelled without making a payment to the Optionee. For purposes of this Section 4(a)(v), the Fair Market Value of any security shall be determined without regard to any vesting conditions that may apply to such security. (b) A “Change in Control Control” of the Company shall be deemed to have occurred if: (with interest for i) Any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the period from Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who did not own shares of the capital stock of the Company on the date of grant of the New Option shall, together with his, her or its “Affiliates” and “Associates” (as such Change terms are defined in Control Rule 12b-2 promulgated under the Exchange Act), become the “Beneficial Owner” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities (any such person being hereinafter referred to as an “Acquiring Person”); (ii) The “Continuing Directors” (as hereinafter defined) shall cease to constitute a majority of the Company’s Board of Directors; (iii) There should occur (A) any consolidation or merger involving the Company and the Company shall not be the continuing or surviving corporation or the shares of the Company’s capital stock shall be converted into cash, securities or other property; provided, however, that this subclause (A) shall not apply to a merger or consolidation in which (i) the Company is the surviving corporation and (ii) the stockholders of the Company immediately prior to the applicable payment date at such rate as determined by transaction have the Committee based on same proportionate ownership of the interest earned by interest bearingcapital stock of the surviving corporation immediately after the transaction; (B) any sale, FDIC insured depositslease, exchange or other transfer (in one transaction or a series of related transactions) as opposed to being payable of all or substantially all of the assets of the Company; or (C) any liquidation or dissolution of the Company; or (iv) The majority of the Continuing Directors determine, in securities. B. If the then-outstanding their sole and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entityabsolute discretion, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such that there has been a Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon (i) Upon a Change in Control (as defined in the Plan), all outstanding Time-Vesting Series A LTIP Awards and Performance-Vesting Series B LTIP Awards shall immediately vest in full. (ii) Upon a Change in Control, in the case of the Performance-Vesting Series A LTIP Awards, all Seven-Year Share Price Hurdles shall be deemed satisfied, and all Performance-Vesting Series A LTIP Awards that remain subject to the Performance-Vesting Service Condition may either (A) remain outstanding or (B) be converted in accordance with Section 2(f)(iii) into an award in respect of stock of, or other equity interests in, the acquirer (or one of its Affiliates) based on the value of such Unvested Award (which value, in the case of an Equitized LTIP Unit, shall be determined as if redeemed for a share of Class A Common Stock, in the case of all such LTIP Units on a one-for-one basis and, in the case of a Non-Equitized LTIP Unit, shall be determined in accordance with Section 3.02(c)(v) of the Operating Agreement at the time of such Change in Control) and, following conversion, any such award will be considered an Unvested Award to the extent provided in this Agreement. In the event that the Member incurs a Termination of Employment Agreement): A. If a following the Change in Control under any circumstance set forth in Section 2(e), all Unvested Awards (and any related Unvested Distribution Amount) shall immediately vest in full, and the Vesting Date shall be the date of the Member’s Termination of Employment. Notwithstanding the foregoing, solely to the extent required to avoid taxation and penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Unvested Awards (and any related Unvested Distribution Amount) shall be settled no later than March 15th of the calendar year (or, if applicable, two and one-half (2 1/2) months after the end of the applicable service recipient’s fiscal year) following the later of (1) the calendar year (or fiscal year, as applicable) in which the Change in Control occurs and (2) the then-outstanding calendar year (or fiscal year, as applicable) in which the Unvested Awards (and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(Arelated Unvested Distribution Amount) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units are no longer subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective controlsubstantial risk of forfeiture” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code Code. (iii) Notwithstanding any other provision of this Agreement, in the event of a “Section 409A Change in Control”), in the case of the Performance-Vesting Series A LTIP Awards, unless (A) either (1) the Unvested Awards remain outstanding and vested Restricted Stock Units (including any that vest pursuant to following the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ixor (2) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be provision is made in connection with the Change in ControlControl for assumption of Unvested Awards or substitution of such Unvested Awards for new awards (“Replacement Awards”) covering equity interests in a successor entity, with appropriate adjustments to the number of Unvested Awards, as determined by the Committee may make provision for such Restricted Stock Units (as defined in the Plan) in accordance with Section 2(f)(ii) of this Agreement and Section 3.02(c)(v) of the Operating Agreement prior to become payable the Change in cash based on Control pursuant to Section 4(c)(ii) of the Fair Market Value of a share of Common Stock at Plan, and (B) the time material terms and conditions of such Unvested Awards (other than the Seven-Year Share Price Hurdle) as in effect immediately prior to the Change in Control are preserved following the Change in Control (including, without limitation, with interest for respect to the period from schedule to satisfy the Performance-Vesting Service Condition, the intrinsic value of the Unvested Awards (or similar potential fair value in accordance with Section 3.02(c)(v) of the Operating Agreement, in the case of a Non-Equitized LTIP Unit), transferability of the Unvested Awards (and interests into which the Unvested Awards may be converted or exchanged) prior to and following the Change in Control and voting power in respect of the Unvested Awards), such Unvested Awards (and any related Unvested Distribution Amount) shall immediately vest in full upon such Change in Control, and the Vesting Date shall be the date of such Change in Control. (iv) To the extent that the conversion, assumption or substitution of the Performance-Vesting Series A LTIP Awards and the related Tandem Common Shares in connection with a Change in Control would result in the Member incurring tax liability with respect to such Awards, subject to applicable law and any policies of the Company or any successor that impose trading restrictions (such as blackout periods), the Member shall be permitted to sell the number of securities subject to the applicable payment date at replacement award that the Company determines to be necessary to satisfy the Member’s tax liability incurred in connection with such rate as determined by exchange. Any such securities that the Committee based on the interest earned by interest bearing, FDIC insured depositsMember is entitled to sell pursuant to this Section 2(f)(iv) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such will no longer be considered Unvested Awards. In connection with a Change in Control, if any Replacement Awards that are granted to the Member pursuant to Section 2(f)(iii) would be taxable to the Member as ordinary income rather than as long-term capital gains, the material terms and any portion conditions of the Award that vests pursuant Unvested Awards shall not be deemed preserved unless the Member is granted an additional number of Replacement Awards to make the Member substantially whole for such provisions incremental tax liability or the Member is otherwise compensated for such incremental tax liability. The amount of the incremental tax liability shall be settled determined using the tax rates in effect as provided in Section 5 of this Agreementthe date of the grant of such Replacement Awards.

Change in Control. Notwithstanding anything to the contrary in In accordance with Section 3, Section 5 or Section 7 of this Agreement or any provision 13 of the Plan, the following provisions shall apply upon if a “Change in Control (Control,” as defined in Appendix A of the Employment Agreement): A. If a Change in Control Plan, occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity prior to the Company or Vesting Date at a parent thereof (time when the “Successor Entity”)RSUs have not been forfeited, the continued Service vesting requirement set forth under Section 3(A) of this Award Performance Measure shall be deemed to be satisfied, and the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” RSUs will vest as of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the closing date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control. Upon vesting pursuant to this ARTICLE III, the Committee may make provision for such Restricted Stock Units to become payable RSUs shall be paid as provided in cash based on ARTICLE VII. In the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control event that due to the applicable payment date at such rate as determined by acceleration of vesting of the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such RSUs upon a Change in Control, Grantee would, but for this ARTICLE III, be subject to the excise tax provisions of Internal Revenue Code (“Code”) Section 4999 as a result of “parachute payments” described in Code Section 280G (whether pursuant to the terms of this Agreement or any other plan, program, agreement or arrangement), the number of RSUs with respect to which vesting is accelerated pursuant to this ARTICLE III (the “Payments”) shall be reduced in such amount that is required to reduce the aggregate present value of such parachute payments to a dollar less than an amount equal to three times the Grantee's “base amount” (as such term is defined in Code Sections 280G(b)(3)(A) and any portion 280G(d)(1) and (2)) so that the Grantee is not subject to the tax under Code Section 4999 and no tax deduction is disallowed by reason of Code Section 280G, provided that the reduction described herein shall be made only after all reductions are made under other plans, programs or agreements applicable to the Grantee that provide for similar reductions; and provided further that the reduction described herein shall only be made if the net amount of the Award that vests pursuant Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such provisions shall reduced Payments), is greater than or equal to the net amount of the Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Payments and the amount of excise tax to which the Grantee would be settled as provided subject in Section 5 respect of this Agreementsuch unreduced Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Payments).

Change in Control. Notwithstanding anything (a) Unless he elects to terminate this Agreement pursuant to subsections b, c or d below, Executive understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the contrary rights and obligations of the Company hereunder or that the Company may undergo another type of Change in Section 3Control. In the event such a merger or consolidation or other Change in Control is initiated prior to the end of the Term or any extension or renewal thereof, Section 5 or Section 7 then the provisions of this Agreement or any provision paragraph 11 shall be applicable. (b) In the event of the Plan, the following provisions shall apply upon a Change in Control wherein the Company and Executive have not received written notice at least five (5) business days prior to the date of the event giving rise to the Change in Control from the successor to all or a substantial portion of the Company's business and/or assets that such successor is willing as of the closing to assume and agrees to perform the Company's obligations under this Agreement in the same manner and to the same extent that the Company is hereby required to perform, then Executive may, at Executive's sole discretion, elect to terminate Executive's employment on such Change in Control by providing written notice to the Company prior to the closing of the transaction giving rise to the Change in Control. In such case, the applicable provisions of paragraph 4(a)(iv) will apply as though the Company had terminated Executive without cause during the Initial Term; however, the amount of the lump sum severance payment due Executive pursuant to this paragraph 11(b) shall be triple the amount calculated under the terms of paragraph 4(a)(iv), but shall in no event exceed four times Executive's base salary. (c) In any Change in Control situation, Executive may, at Executive's sole discretion, elect to terminate Executive's employment upon the effective date of such Change in Control by providing written notice to the Company at least ten (10) business days prior to the closing of the transaction (or ten (10) business days after receipt of notice of such transaction, whichever is later) giving rise to the Change in Control. In such case, the applicable provisions of paragraph 4(a)(iv) will apply as though the Company had terminated Executive without cause during the Initial Term; however, the amount of the lump sum severance payment due Executive pursuant to this paragraph 11(c) shall be double the amount calculated under the terms of paragraph 4(a)(iv), but shall in no event exceed three times Executive's base salary. (d) If, on or within one year following the effective date of a Change in Control the Company terminates Executive's employment other than for cause or if Executive's employment with the Company is terminated by the Company within three months before the effective date of a Change in Control other than for cause and it is reasonably demonstrated that such termination (i) was at the request of a third party that has taken steps reasonably calculated to effect a Change in Control, or (ii) otherwise arose in connection with or anticipation of a Change in Control, then Executive shall receive from Company, in a lump sum payment due on the effective date of termination, the same amount which Executive would have received pursuant to a termination under paragraph 11(b) above. (e) Solely for purposes of applying paragraph 4 under the circumstances described in (b) above, the effective date of termination will be the closing date of the transaction giving rise to the Change in Control and all compensation, reimbursements and lump-sum payments due Executive must be paid in full by the Company at or prior to such closing. (f) A "Change in Control" shall be deemed to have occurred if: (i) any person, other than the Company or benefit plan of the Company, acquires, directly or indirectly, the beneficial ownership (as defined in Section 13(d) of the Employment Agreement): A. If a Change in Control occurs Securities Exchange Act of 1934, as amended) of any voting security of the Company and immediately after such acquisition such person is, directly or indirectly, the beneficial owner of voting securities representing thirty (30%) or more of the total voting power of all of the then-outstanding and unvested portion voting securities of this Award is not continued following such event or assumed or converted into restricted stock units the Company; (ii) the stockholders of any successor entity to the Company shall approve a merger, consolidation, recapitalization or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” reorganization of the Company, or a change “reverse stock split of outstanding voting securities, or consummation of any such transaction if stockholder approval is not obtained, other than any such transaction which would result in at least seventy-five (75%) of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being beneficially owned by at least seventy-five (75%) of the holders of outstanding voting securities of the Company immediately prior to the transactions with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the ownership transaction; or (iii) the stockholders of the Company shall approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the assets” Company's assets (i.e., fifty (50%) or more of the Company within the meaning of Section 409A total assets of the Company). (g) Executive shall be fully "grossed up" by the Company or its successor for any excise taxes that Executive incurs under Section 4999 of the Internal Revenue Code of 1986 (as well as for income tax on the "gross up" amount, as a “Section 409A result of any Change in Control”. Such amount will be due and payable by the Company on the date of the Change of Control. (h) Upon the occurrence of a Change of Control, any unvested portion of any awards of stock options or stock grants pursuant to this Agreement or otherwise shall immediately vest and become exercisable to their fullest extent (notwithstanding any vesting periods specified elsewhere) and Executive shall be entitled to all rights and privileges associated with such awards (subject to applicable securities laws and regulations), outstanding and vested Restricted Stock Units (including any that . With respect to option awards which vest pursuant to the foregoing provisions this paragraph, Executive shall have a period of this sentencetwelve (12) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period months from the date of vesting in which to exercise such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesoptions. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(Aa) of this Award shall be deemed to be satisfied, the outstanding Any Restricted Stock Units subject to this Award at the time of a Change in Control may be assumed by the successor entity or otherwise continued in full force and effect. In the event of such portion shall be deemed vestedassumption or continuation of the Award, and such no accelerated vesting of the Restricted Stock Units shall be settled occur at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” time of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”). (b) In the event the Award is assumed or otherwise continued in effect, outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award shall be adjusted immediately after the consummation of the Change in Control so as to apply to the number and class of securities into which the Shares subject to those units immediately prior to the Change in Control would have been converted in consummation of that Change in Control had those Shares actually been issued and outstanding at that time. (c) If the Restricted Stock Units subject to this Award at the time of the Change in Control are not assumed or otherwise continued in effect in accordance with Paragraph 5(a), then those units will not be made in connection with vest immediately upon the closing of the Change in Control. The Shares subject to those vested units will be issued immediately at that time or as soon as administratively practicable thereafter, but in no event more than fifteen (15) business days after such closing, or will otherwise be converted into the Committee may make provision for such Restricted Stock Units right to become payable in cash based on receive the Fair Market Value of a same consideration per share of Common Stock at payable to the time other shareholders of such the Corporation in consummation of the Change in Control and distributed at the same time as such stockholder payments, but the distribution to the Participant shall in no event be made later than the later of (with interest for i) the period from close of the calendar year in which the Change in Control is effected or (ii) the fifteenth (15th) day of the third (3rd) calendar month following the effective date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesControl. B. If (d) This Agreement shall not in any way affect the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion right of the Award that vests pursuant Corporation to such provisions shall be settled as provided in Section 5 adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of this Agreementits business or assets.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon Upon a Change in Control that satisfies the definition of such term in Internal Revenue Code section 409A (as defined in the Employment Agreement): A. If a Change in Control occurs and the then“409A-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Compliant Change in Control”), outstanding and vested Restricted Stock Units (including any that vest but only if the award is not assumed, continued, or substituted by the surviving legal entity with respect to such Change in Control. In the event payment is made pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents Participant’s Qualifying Termination or 409A-Compliant Change in Control, such payment shall be settled upon made within ninety (90) days following such Qualifying Termination or 409A-Compliant Change in Control, as soon applicable. Notwithstanding anything herein to the contrary, distributions may not be made to an individual who is a Key Employee (as practicable defined below) as of his or her Qualifying Termination before the date which is six (6) months after the date of such Change the Key Employee’s Qualifying Termination (the “Key Employee Delay Period”). Any payments that would otherwise be made during this period of delay shall be accumulated and paid in Control the calendar month following the last day of the Key Employee Delay Period. For purposes of this award, Key Employee means an employee who, as of December 31st of a calendar year, meets the requirements of Internal Revenue Code section 409A(a)(2)(B)(i) to be treated as a “specified employee” of the Company, i.e., a key employee (as defined in Internal Revenue Code section 416(i)(1)(A)(i), (ii) or (iii) applied in accordance with the regulations thereunder and disregarding Internal Revenue Code section 416(i)(5)). If the Participant meets the criteria in the preceding sentence, he or she will be considered a Key Employee for purposes of the Plan and this Award for the 12-month period commencing on the next following April 1. Delivery of earned Performance Units to the extent such acceleration of payment can Participant shall be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiescash. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything (a) Upon the occurrence of a Change in Control, each Holder of Securities shall have the right to require AK Steel to repurchase such Holder's Securities in whole or in part in integral multiples of $1,000 at a purchase price (the "Change in Control Payment Price") in cash in an amount equal to 101% of the principal amount of such Securities plus accrued and unpaid interest thereon, if any, to and including the Change in Control Payment Date (as defined below), in accordance with the procedures set forth in this Section 4.17 (a "Change in Control Offer"). (b) Within 30 days following any Change in Control, AK Steel shall send by first-class mail, postage prepaid, to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision Trustee and to each Holder of the PlanSecurities, at his address appearing in the following provisions shall apply upon Security register, a notice stating: (i) that a Change in Control (as defined has occurred and that such Holder has the right to require AK Steel to repurchase such Holder's Securities in whole or in part in integral multiples of $1,000 at the Employment Agreement): A. If a Change in Control occurs Purchase Price; (ii) the circumstances and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of relevant facts regarding such Change in Control (including but not limited to information with interest for the period from the date of such Change in Control respect to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearingpro forma historical income, FDIC insured deposits) as opposed cash flow and capitalization after giving effect to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control); (iii) a payment date (the "Change in Control Payment Date") which shall be a date no earlier than 45 days nor later than 60 days from the date such notice is mailed or such later date as may be necessary for AK Steel to comply with the requirements under the Exchange Act; (iv) that any Security not tendered will continue to accrue interest; and (v) the instructions a Holder must follow in order to have its Securities repurchased in accordance with subsection (d) of this Section 4.17. (c) Holders electing to have Securities purchased will be required to surrender such Securities with an appropriate form on the back of the Security entitled "Option of Holder to Elect Purchase" duly completed to AK Steel at the address specified in the notice at least three Business Days prior to the Change in Control Payment Date. Any Holder will be entitled to withdraw his or her election if AK Steel receives, not later than three Business Days prior to the Change in Control Payment Date, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Securities delivered for purchase by the Holder as to which his or her election is to be withdrawn and a statement that such Holder is withdrawing his or her election to have such Securities purchased. Holders whose Securities are purchased only in part will be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. (d) On the Change in Control Payment Date, AK Steel shall (i) accept for payment Securities or portions thereof tendered pursuant to the Change in Control Offer, (ii) deposit with the Paying Agent money sufficient to pay the purchase price of all Securities or portions thereof so tendered, and (iii) deliver to the Trustee Securities so accepted together with an Officers' Certificate stating the Securities or portions thereof tendered to AK Steel. The Paying Agent shall promptly mail to the Holder of Securities so accepted payment in an amount equal to the purchase price, and the Trustee shall promptly authenticate and mail to such Holders a new Security equal in principal amount to any unpurchased portion of the Security surrendered. (e) AK Steel will comply with the applicable tender offer rules, including Rule 14e-1 under the Exchange Act, and any portion of the Award that vests pursuant to such provisions shall be settled as provided other applicable securities laws or regulations in Section 5 of this Agreementconnection with a Change in Control Offer.

Change in Control. Notwithstanding anything (i) In the event of any Change in Control (defined below) during the term of Executive’s employment with the Company, notwithstanding any provision to the contrary in Section 3Executive’s options under the Option Plan or other plan (including, Section 5 without limitation, the expiration dates or Section 7 of this Agreement vesting provisions thereof) or any provision restricted stock agreement (1) (A) 50% of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and any unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award options shall be deemed to be satisfied, have vested on the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at date of the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in and (B) the ownership or effective control” of the Company, or a change “in the ownership of a substantial remaining unvested portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that such options shall vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after on the date that is 12 months from the closing of such Change in Control, subject to Executive’s continuing service with the Company or any parent or subsidiary or successor on such date, and (2) (A) the restrictions with respect to 50% of the restricted shares of the Company’s capital stock that Executive then holds shall immediately lapse on the date of the Change in Control and (B) the restrictions with respect to any remaining restricted shares shall lapse on the date that is 12 months from the closing of such Change in Control, subject to Executive’s continuing service with the Company or any parent or subsidiary or successor on such date. (ii) Following a Change in Control, if Executive’s employment with the Company is voluntarily terminated by Executive pursuant to Paragraph 7(c)(i) (i.e., Good Reason), or if the Company terminates Executive’s employment with the Company other than pursuant to Paragraphs 7(a) or 7(b)(i), then, in addition to the extent application of Paragraph 7(d)(iii) to such acceleration of payment can be made situation, notwithstanding any provision to the contrary in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (Executive’s options under the Option Plan or other exemption from plan (including, without limitation, the general prohibitions expiration dates or vesting provisions thereof) or any restricted stock agreement, (1) any unvested portion of such options shall be deemed to have vested on accelerations the date of payments termination and Executive shall have the lesser of (i) 180 days or (ii) the maximum period permitted under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of Internal Revenue Code (the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from “Code”)from the date of termination to exercise such Change in Control options and (2) any restrictions with respect to restricted shares of the applicable payment date at such rate as determined by the Committee based Company’s capital stock that Executive then holds shall immediately lapse on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesdate of termination. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything In addition to (and without limiting) the actions that may be taken under Section 12(c), in the event of a Change in Control in which the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) does not continue, assume or settle (subject to vesting) outstanding Awards (other than Stock Purchase Rights), or substitute similar stock awards for outstanding Awards (other than Stock Purchase Rights), then with respect to any such Awards that have not been continued, assumed, settled or substituted, the Committee may determine, at the time of granting an Award or thereafter, that the vesting (and exercisability, if applicable) of any such Awards (or portion thereof) will be accelerated in full (and with respect to any such Awards subject to performance-based vesting, that vesting shall be deemed satisfied at the target level or based on actual performance measured in accordance with the applicable performance goals as of the date of the Change in Control, or the greater thereof) to a date prior to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision effective time of the PlanChange in Control (contingent upon the closing or completion of the Change in Control) as the Committee will determine (or, if the Committee does not determine such a date, to the date that is five days prior to the effective time of the Change in Control), and any reacquisition or repurchase rights held by the Company with respect to such vested Awards will lapse (contingent upon the closing or completion of the Change in Control). In addition, the following provisions Committee may determine, at the time of granting an Award (other than Stock Purchase Rights) or thereafter, that such Award shall apply become exercisable or vested as to all or part of the Shares subject to such Award in the event that a Change in Control occurs with respect to the Company. The Committee will have no obligation to treat all Awards, all Awards held by a Participant, or all Awards of the same type, similarly. Notwithstanding the foregoing, upon a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award Stock Purchase Rights shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion terms of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this AgreementESPP Addendum.

Change in Control. Notwithstanding anything (a) Unless Executive elects to terminate this Agreement pursuant to subparagraph (c) below, Executive understands and acknowledges that MarineMax may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the contrary rights and obligations of MarineMax hereunder or that MarineMax may undergo another type of Change in Section 3, Section 5 Control. In the event such a merger or Section 7 of this Agreement consolidation or any provision of the Plan, the following provisions shall apply upon a other Change in Control is initiated prior to the end of the Term, then the provisions of this paragraph 11 shall be applicable. (as defined in b) In the Employment Agreement): A. If event of a pending Change in Control occurs wherein MarineMax and/or the Company and Executive have not received written notice at least five (5) business days prior to the then-outstanding and unvested anticipated closing date of the transaction giving rise to the Change in Control from the successor to all or a substantial portion of MarineMax's and/or the Company's business and/or assets that such successor is willing as of the closing to assume and agree to perform MarineMax's and/or the Company's obligations under this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity Agreement in the same manner and to the same extent that MarineMax and/or the Company or a parent thereof (the “Successor Entity”)is hereby required to perform, the continued Service vesting requirement set forth under Section 3(A) of this Award then such Change in Control shall be deemed to be satisfieda termination of this Agreement by MarineMax and/or the Company without Good Cause during the Term and the applicable portions of paragraph 4(d) hereof will apply; however, under such circumstances, the outstanding Restricted Stock Units subject amount of the lump-sum severance payment due to such portion Executive shall be deemed vested, triple the amount calculated under the terms of paragraph 4(d) hereof and such Restricted Stock Units the non-competition provisions of paragraph 3 hereof shall be settled at the time(snot apply whatsoever. (c) otherwise provided in Section 5; provided that if such In any Change in Control constitutes a “change in situation, Executive may, at his sole discretion, elect to terminate this Agreement by providing written notice to the ownership or effective control” Company and MarineMax at least five (5) business days prior to the anticipated closing of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant transaction giving rise to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control. In such case, the Committee may make provision applicable provisions of paragraph 4(d) hereof will apply as though the Company had terminated the Agreement without Good Cause during the Term; however, under such circumstances, the amount of the lump-sum severance payment due to Executive shall be double the amount calculated under the terms of paragraph 4(d) hereof and the non-competition provisions of paragraph 3 hereof shall all apply for such Restricted Stock Units to become payable in cash based on the Fair Market Value a period of a share of Common Stock at the time of such Change in Control one (with interest for the period 1) year from the effective date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiestermination. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to Except as otherwise determined by the contrary in Section 3Committee at the time of grant of an award, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs of Motorola, all outstanding Stock Options and the then-outstanding SARs shall become vested and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award exercisable; all restrictions on Restricted Stock and Restricted Stock Units shall lapse; all performance goals shall be deemed to be satisfied, the outstanding Restricted achieved at target levels and all other terms and conditions met; all Performance Stock Units subject to such portion shall be deemed vested, delivered; all Performance Units and such Restricted Stock Units shall be settled paid out as promptly as practicable; all Annual Management Incentive Awards shall be paid out based on the consolidated operating earnings of the immediately preceding year or such other method of payment as may be determined by the Committee at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership time of award or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant thereafter but prior to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted ; and all Other Stock Units to become payable or Cash Awards shall be delivered or paid. A “Change in cash based on the Fair Market Value of a share of Common Stock at the time of such Control” shall mean: A Change in Control (with interest for of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the period from the date of Exchange Act, or any successor provision thereto, whether or not Motorola is then subject to such reporting requirement; provided that, without limitation, such a Change in Control shall be deemed to have occurred if (a) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Motorola representing 20% or more of the combined voting power of Motorola’s then outstanding securities (other than Motorola or any employee benefit plan of Motorola; and, for purposes of the Plan, no Change in Control shall be deemed to have occurred as a result of the “beneficial ownership,” or changes therein, of Motorola’s securities by either of the foregoing), (b) there shall be consummated (i) any consolidation or merger of Motorola in which Motorola is not the surviving or continuing corporation or pursuant to which shares of common stock would be converted into or exchanged for cash, securities or other property, other than a merger of Motorola in which the holders of common stock immediately prior to the applicable payment date merger have, directly or indirectly, at least a 65% ownership interest in the outstanding common stock of the surviving corporation immediately after the merger, or (ii) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of Motorola other than any such rate transaction with entities in which the holders of Motorola common stock, directly or indirectly, have at least a 65% ownership interest, (c) the stockholders of Motorola approve any plan or proposal for the liquidation or dissolution of Motorola, or (d) as determined the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent solicitation (other than by the Committee based on the interest earned by interest bearingBoard), FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event contested election or is assumed or converted into restricted substantial stock units of any Successor Entityaccumulation (a “Control Transaction”), the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion members of the Award that vests pursuant Board immediately prior to the first public announcement relating to such provisions Control Transaction shall be settled as provided in Section 5 thereafter cease to constitute a majority of this Agreementthe Board.

Change in Control. Notwithstanding anything (i) Upon a Change in Control occurring during the five-year period described in Section 1(a) above while Grantee is an employee of the Company or a Subsidiary, to the contrary in Section 3, Section 5 or Section 7 of extent the Deferred Share Equivalents covered by this Agreement or and any provision Dividend Equivalents accumulated with respect thereto have not been forfeited, the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto shall immediately become nonforfeitable (except to the extent that a Replacement Award is provided to Grantee for such Deferred Share Equivalents and Dividend Equivalents). If Grantee is deemed to be in the continuous employ of the PlanCompany or a Subsidiary pursuant to Section 1(b), the following provisions shall apply 2(c) or 2(d), then, upon a Change in Control prior to the third anniversary of the Date of Grant, then the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto will immediately become nonforfeitable, except that to the extent that Section 2(d) applies, the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto will immediately become nonforfeitable only to the extent that the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto would have become nonforfeitable during the severance period pursuant to Section 2(d). (ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of deferred share equivalents, (B) that has a value at least equal to the value of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control), (D) the tax consequences of which, under the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto, (E) that becomes nonforfeitable full upon a termination of Grantee’s employment with the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the “Successor”) for Good Reason by Grantee or without Cause (as defined in Section 2(d)) by the Employment Agreement): A. If Successor within a Change in Control occurs and period of two years after the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto (including any the provisions that vest pursuant to would apply in the foregoing provisions event of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such a subsequent Change in Control Control). A Replacement Award may be granted only to the extent such acceleration it conforms to the requirements of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ixTreasury Regulation 1.409A-3(i)(5)(iv)(B) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and otherwise does not result in the Deferred Share Equivalents covered by this Agreement and any taxDividend Equivalents then accumulated with respect thereto, penalty or interest under Replacement Award, failing to comply with Section 409A of the Code. In connection Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with any such Change in Control where payment respect thereto if the requirements of outstanding Restricted Stock Units subject to the Award preceding sentence are satisfied. The determination of whether the conditions of this Section 2(b)(ii) are satisfied will not be made in connection with by the Committee, as constituted immediately before the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesits sole discretion. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to the contrary in Section 3foregoing, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon if there is a Change in Control (during the Performance Period and the successor to Repay does not assume or provide for a substitute for this Award of PSUs, the Grantee’s PSUs shall become earned, vested and payable as defined in of the Employment Agreement): A. If a date of the Change in Control occurs and at that Vesting Percentage that corresponds to Repay’s TSR rank compared against the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” TSRs of the Company, or a change “in other companies included within the ownership of a substantial Relative Comparator Group for the portion of the assets” Performance Period ending as of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, subject to the Committee may make provision for such Restricted Stock Units to become payable continued employment of the Grantee by Repay or an Affiliate (or any successor thereof) from the Grant Date until the date of the Change in cash based on the Fair Market Value of Control. If there is a share of Common Stock at the time of such Change in Control (during the Performance Period and the successor company assumes or provides a substitute award for this Award of PSUs, with interest for appropriate adjustments to the period number and kind of shares of stock underlying this Award of PSUs as may result from the Change in Control, this Award of PSUs shall become earned and automatically convert, as of the date of such the Change in Control, into service-based restricted stock units (“RSUs”) with respect to the number and kind of shares of stock as may result from the Change in Control that relates to the applicable payment date at such rate as determined Grantee’s PSUs multiplied by the Committee based Vesting Percentage that corresponds to Repay’s TSR rank compared against the TSRs of the other companies included within the Relative Comparator Group for the portion of the Performance Period ending on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If date of the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion such service-based RSUs will become vested and payable, on the Vesting Date, subject to the continued employment of the Award that vests pursuant to Grantee by the Company or an Affiliate (or any successor thereof) from the Grant Date through such provisions shall be settled as provided in Section 5 of this AgreementVesting Date.

Change in Control. Subject to Section 9.8 of the Plan: (a) Notwithstanding anything any provision in this Agreement, in the event of a Change in Control pursuant to Section 2.5(c) or (d) of the contrary Plan in connection with which (i) holders of Shares receive consideration consisting solely of shares of common stock that are registered under Section 3, Section 5 12 of the Exchange Act (and disregarding the payment of cash in lieu of fractional shares) and (ii) this Stock Agreement is assumed or Section 7 provision is made for the continuation of this Agreement or any provision Stock Agreement, then subject to Section 4.3 of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion number of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity Shares equal to the Company or a parent thereof product of (x) the “Successor Entity”), number of Target Shares multiplied by (y) the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of percentage used by the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made determined in accordance with Treas. Reg. §1.409A-3(j)(4)(ixExhibit A) (or other exemption from the general prohibitions on accelerations of payments when determining compensation expense under Section 409A Generally Accepted Accounting Principles as of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject most recent quarter end prior to the Award will not be made in connection with effective date of the Change in Control, shall become fully vested as of 5:00 p.m., Central Time, on the Committee may make provision date of the Change in Control and the remainder of the Period of Restriction shall lapse and there shall be substituted for such each Share of Restricted Stock Units then subject to become payable this Stock Agreement, the number and class of shares into which each outstanding Share shall be converted pursuant to such Change in Control. (b) Notwithstanding any provision in this Agreement to the contrary, in the event of a Change in Control pursuant to Section 2.5(a) or (b) of the Plan, or in the event of a Change in Control pursuant to Section 2.5(c) or (d) of the Plan as to which Section 5(a) above does not apply, this Stock Agreement shall be surrendered to the Company by the Participant, and this Stock Agreement shall immediately be canceled by the Company, and the Participant shall receive, within 10 days following the effective date of the Change in Control, a cash based on payment from the Company in an amount equal to the product of (x) the number of Target Shares multiplied by (y) the vesting percentage used by the Company (determined in accordance with Exhibit A) when determining compensation expense under Generally Accepted Accounting Principles as of the most recent quarter end prior to the effective date of the Change in Control, multiplied by (z) the greater of (i) the highest per Share price offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (ii) the Fair Market Value of a share of Common Stock at Share on the time of such Change in Control (with interest for the period from the effective date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to the contrary contained in Section 3, Section 5 or Section 7 this Agreement but subject to the subsections of this Agreement or Section 4(b), if at any provision of the Plan, the following provisions shall apply upon time a Change in of Control (as defined in below) of the Employment Agreement): A. If a Change in Control Company occurs and the then-outstanding and unvested portion of this Award is not continued following immediately prior to such event or assumed or converted into restricted stock units of any successor entity to transaction you are employed by the Company or one of its Affiliates, you will be entitled to the payment of the Target Award whether or not the Objectives have been attained. i. If the actual Change of Control: (A) is a parent thereof permissible distribution event under Section 409A of the IRC or payment of the Award promptly upon such event is otherwise permissible under Section 409A of the IRC (including, for the “Successor Entity”avoidance of doubt, by reason of the inapplicability of Section 409A of the IRC to the Award), then the continued Service vesting requirement set forth under Section 3(A) of this Target Award shall be deemed paid to be satisfiedyou by the Company promptly following the Change of Control; or (B) is not a permissible distribution event under Section 409A of the IRC and payment of the Award promptly upon such event is not otherwise permissible under Section 409A of the IRC, then the outstanding Restricted Stock Units subject to such portion Target Award shall be deemed vested, and paid to you by the Company (together with interest thereon pursuant to Section 4(b)(ii) below) on the earliest to occur of: (1) any subsequent date on which you are no longer employed by the Company or any of its Affiliates for any reason other than termination of your employment by one of such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; entities for Cause (provided that if such Change in Control constitutes you are determined by the Company to be a “change in the ownership or effective controlspecified employee” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code IRC, six months from such date); (2) any other date on which such payment or any portion thereof would be a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments permissible distribution under Section 409A of the CodeIRC; or (3) January 1, 2014. ii. Upon any Change of Control, to the extent any amounts are due to be paid to you at a later date pursuant to Section 4(b)(i)(B) above, the Company shall promptly following the Change of Control set aside such amount for your benefit in a “rabbi trust” that satisfies the requirements of Revenue Procedure 92-64, and not result on a monthly basis shall deposit into such trust interest in any taxarrears (compounded quarterly at the rate provided below) until such time as such amount, penalty together with all accrued interest thereon, is paid to you in full pursuant to Section 4(b)(i)(B) above); provided, that no payment will be made to such rabbi trust if it would be contrary to law or interest cause you to incur additional tax under Section 409A of the CodeIRC. In connection with any such Change in Control where payment The initial interest rate shall be the average of outstanding Restricted Stock Units subject the one-year LIBOR fixed rate equivalent for the ten business days prior to the Award will not be made in connection with date of the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash of Control and shall adjust annually based on the Fair Market Value of a share of Common Stock at the time average of such Change in Control (with interest rate for the period from ten business days prior to each anniversary of the date Change of such Change in Control Control. If and to the applicable extent that any payment date at such rate as under this Section 4 is determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed Company to being payable in securities. B. If the thenconstitute “non-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in qualified deferred compensation” subject to Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion 409A of the Award that vests pursuant IRC and is payable to you by reason of your termination of employment, then such provisions payment shall be settled made to you only upon a “separation from service” as provided in defined for purposes of Section 5 409A of this Agreementthe IRC under applicable regulations.

Change in Control. (a) Notwithstanding anything to the contrary in this Agreement, but subject to Section 38(c), Section 5 or Section 7 of this Agreement or if, at any provision time before the end of the PlanVesting Period or forfeiture of the PSUs, and during the following provisions shall apply upon Participant’s Employment, a Change in Control occurs, then the PSUs shall Vest (except to the extent that a Replacement Award is provided to the Participant in accordance with Section 7(b) hereof to continue, replace or assume the PSUs covered by this Agreement (the “Replaced Award”)) as defined in follows: the Employment Agreement): A. If a Vesting Period will terminate and the Committee as constituted immediately before the Change in Control occurs will determine and certify the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity Vested PSUs based on actual performance through the most recently practicable date prior to the Company or a parent thereof Change in Control for which achievement of the Performance Goals for each Measurement Period can reasonably be determined (the “Successor EntityCIC Vested PSUs” and such date, the “CIC Measurement Date”); provided, however, that if the number of CIC Vested PSUs is less than the target number of PSUs evidenced by this Agreement (the “Target PSUs”), the continued Service vesting requirement set forth under Participant shall Vest in the Target PSUs. Any PSUs that Vest in accordance with this Section 3(A7(a) shall become payable in accordance with Section 8(b) hereof. (b) A “Replacement Award” means an award (i) of this Award shall be deemed the same type (e.g., performance-based restricted stock units) as the Replaced Award, (ii) that has a value at least equal to be satisfiedthe value of the Replaced Award, (iii) that relates to publicly traded equity securities of GrafTech or its successor in the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in (or another entity that is affiliated with GrafTech or its successor following the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding (iv) if the Participant holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Participant under the Code are not less favorable to such Participant than the tax consequences of the Replaced Award, and vested Restricted Stock Units (v) the other terms and conditions of which are not less favorable to the Participant holding the Replaced Award than the terms and conditions of the Replaced Award (including any the provisions that vest pursuant to would apply in the foregoing provisions event of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such a subsequent Change in Control Control). A Replacement Award may be granted only to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and it does not result in any tax, penalty the Replaced Award or interest under Replacement Award failing to comply with or be exempt from Section 409A of the Code. In connection with any such Change in Control where payment Without limiting the generality of outstanding Restricted Stock Units subject to the foregoing, the Replacement Award may take the form of a continuation of the Replaced Award if the requirements of the two preceding sentences are satisfied. The determination of whether the conditions of this Section 7(b) are satisfied will not be made in connection with by the Committee, as constituted immediately before the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesits sole discretion. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything (i) Upon a Change in Control occurring during the three-year period described in Section 1(a) above while Grantee is an employee of the Company or a Subsidiary, to the contrary in Section 3, Section 5 or Section 7 of extent the Common Shares covered by this Agreement or and any provision Deferred Cash Dividends accumulated with respect thereto have not been forfeited, the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto shall immediately become nonforfeitable (except to the extent that a Replacement Award is provided to Grantee for such Common Shares and Deferred Cash Dividends). If Grantee is deemed to be in the continuous employ of the PlanCompany or a Subsidiary pursuant to Section 1(b), the following provisions shall apply 2(c) or 2(d), then, upon a Change in Control prior to the third anniversary of the Date of Grant, the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto will immediately become nonforfeitable, except that to the extent that Section 2(d) applies, the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto will immediately become nonforfeitable only to the extent that the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto would have become nonforfeitable during the severance period pursuant to Section 2(d). (ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of deferred shares, (B) that has a value at least equal to the value of the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the "Successor"), (D) the tax consequences of which, under the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto, (E) that becomes nonforfeitable in full upon a termination of Grantee’s employment with the Company or its Successor in the Change in Control (or another entity that is affiliated with the Company or the Successor for Good Reason by Grantee or without Cause (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to Section 2(d)) by the Company or the Successor within a parent thereof (period of two years after the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto (including any the provisions that vest pursuant to would apply in the foregoing provisions event of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such a subsequent Change in Control Control). A Replacement Award may be granted only to the extent such acceleration it conforms to the requirements of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ixTreasury Regulation 1.409A-3(i)(5)(iv)(B) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and otherwise does not result in the Common Shares covered by this Agreement and any taxDeferred Cash Dividends then accumulated with respect thereto, penalty or interest under the Replacement Award, failing to comply with Section 409A of the Code. In connection Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with any such Change in Control where payment respect thereto if the requirements of outstanding Restricted Stock Units subject to the Award preceding sentence are satisfied. The determination of whether the conditions of this Section 2(b)(ii) are satisfied will not be made in connection with by the Committee, as constituted immediately before the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesits sole discretion. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to the contrary in Section 3(i) If, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the a Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of Participant is provided with a share of Common Stock at the time of such Change in Control Replacement Award (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured depositsdefined below) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply within two years following such Change in Control, Participant incurs a Termination of Employment without Cause, due to Participant’s resignation with Good Reason or due to Participant’s death or Disability, the restrictions applicable to the Replacement Award shall lapse and any portion such Replacement Award shall become free of all restrictions as if the Service Condition and the Performance Condition had been achieved and become fully vested and transferable, notwithstanding anything contained in the Plan or the this Agreement. If Participant is not provided with a Replacement Award in connection with a Change in Control, the Restricted Stock will vest in accordance with Section 2(c)(ii) below. (ii) Notwithstanding anything in the Plan or otherwise set forth in this Agreement to the contrary, upon the occurrence of a Change in Control, all restrictions on the Restricted Stock shall immediately lapse and the Restricted Stock shall be fully vested, except to the extent that another award meeting the requirements of this Section 2(c)(ii) is provided to Participant to replace the Restricted Stock award (an award meeting the requirements of this Section 2(c)(ii), a “Replacement Award”). An award shall meet the requirements of this Section 2(c)(ii) (and hence, qualify as a Replacement Award) if: (A) it is a restricted publicly traded equity security of NBHC or the surviving corporation or the ultimate parent of the applicable entity following the Change in Control, (B) it has a fair market value at least equal to the value of the Restricted Stock as of the date of the Change in Control, (C) it contains terms relating to vesting (including with respect to Termination of Employment) that are substantially identical to the terms set forth in this Agreement, and (D) its other terms and conditions are not less favorable to Participant than the terms and conditions set forth in this Agreement or in the Plan (including provisions that apply in the event of a subsequent Change in Control) as of the date in the Change in Control. Without limiting the generality of the foregoing, a Replacement Award that vests pursuant to such provisions may take the form of a continuation of the Restricted Stock award granted hereunder if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Restricted Stock shall not vest upon a Change in Control. The determination of whether the conditions of this Section 2(c)(ii) are satisfied shall be settled made by NBHC’s Compensation Committee, as provided constituted immediately prior to the Change in Section 5 of this AgreementControl, in its sole discretion.

Change in Control. Notwithstanding anything any other provision in the Plan to the contrary (but subject to the proviso contained in the definition of "Change in Control" in Section 32), Section 5 or Section 7 upon the occurrence of this Agreement or any provision of the Plana Change in Control, the following provisions shall apply upon a Change apply. (a) All Performance Goals and individual goals and objectives with respect to the Plan Year in Control (as defined in which the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A"Year of Change") of this Award shall be deemed to be satisfiedhave been attained to the full and maximum extent, and the outstanding Restricted Stock Units subject to such portion Actual Awards Pool for the Year of Change shall be deemed vested, and determined by multiplying the Target Awards Pool for such Restricted Stock Units shall be settled at year by the time(shighest percentage thereof established by the Committee under Section 5(a)(iii) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in for determining the ownership or effective control” amount of the Company, or a change “in Actual Awards Pool for such year. (b) Unless another formula shall have been designated by the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant Committee prior to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, each Participant shall be allocated a portion of the Actual Awards Pool for the Year of Change, as determined under (a) above, equal to the amount of such Actual Awards Pool, multiplied by a fraction, the numerator of which is the portion of the anticipated annual compensation of the Participant which was taken into account by the Committee may make provision in determining the Target Awards Pool for the Year of Change, and the denominator of which is the sum of such Restricted Stock Units amounts for all Participants. (c) As soon as practicable following the Change in Control, all Awards which under (a) above are deemed to become have been earned to the full and maximum extent upon the occurrence of the Change in Control shall be payable in full in single cash based lump sums, reduced by any taxes withheld pursuant to Section 10 and by the amount of any ESOP Contributions to be made on behalf of Participants under the Fair Market Value 401(k) Plan for the Year of Change. (d) No Awards payable in accordance with this Section shall be forfeitable on account of a share Participant's termination of Common Stock employment upon or following the Change in Control. (e) All Restricted Units granted or credited to a Participant hereunder that had not previously become vested shall become vested upon the occurrence of the Change in Control. (f) The Corporation shall make payment to each Participant with respect to all of the Restricted Units standing to his or her credit under the Plan at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control. Payment to each Participant shall be made in the form of a single lump sum payment, and any portion in an amount determined by multiplying the aggregate number of Restricted Units then standing to the Award that vests Participant's credit by the Determined Value of one Common Share. All amounts payable to Participants pursuant to such provisions this Section 9(f), reduced by any taxes withheld pursuant to Section 10, shall be settled paid to such Participants as provided soon as practicable following the Change in Section 5 of this AgreementControl.

Change in Control. a. Notwithstanding anything to the contrary in Section 3this Agreement, Section 5 or Section 7 provided you have not previously ceased to satisfy the Continuous Service Requirement, upon the occurrence of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in during the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided Performance Period that if such Change in Control constitutes a “change in the ownership or effective controlcontrol event” of the Company, or a change “as defined in the ownership of a substantial portion of the assets” of the Company within the meaning of regulations and guidance issued under Section 409A of the Code Code: (a “A) any PSUs determined to be Vested PSUs in accordance with the provisions of Attachment A shall be payable to you as soon as reasonably practical following the date of such Change in Control (but in no event later than the 74th day following such date) in the form of Common Stock, and (ii) any accumulated DERs allocated thereto shall be payable at the same time in the form of cash. b. Notwithstanding anything else contained above in this Section 409A 4 to the contrary, the Committee may elect, at its sole discretion by resolution adopted prior to the occurrence of the Change in Control”), outstanding and vested Restricted Stock Units to have the Company satisfy your rights in respect of the PSUs (including any that vest as determined pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon Section 4), in whole or as soon as practicable after in part, by having the date Company make a cash payment to you within five business days of such the occurrence of the Change in Control in respect of all such PSUs or such portion of such PSUs as the Committee shall determine. Any cash payment made pursuant to the extent such acceleration of payment can foregoing sentence for any PSUs shall be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash calculated based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from on the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control. c. Notwithstanding anything else contained in this Section 4 to the contrary, if a Change of Control occurs that is not also a “change in control event” as defined in the regulations and guidance issued under Section 409A of the Code, the payment amounts described in this Section 4 shall be made on the earlier to occur of (i) the Payment Date specified in Section 2(a) hereof, and any portion (ii) the occurrence of an event that constitutes a “change in control event” as defined in the regulations and guidance issued under Section 409A of the Award that vests pursuant Code with respect to the Company (with payment made as soon as reasonably practicable following such provisions shall be settled as provided in Section 5 of this Agreementevent).

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon (i) Upon a Change in Control that occurs during the Restriction Period (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion A) while Grantee is an employee of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof Subsidiary on or prior to the Transition Date, (B) after the “Successor Entity”)Transition Date if Grantee remains in the continuous employ of the Company or a Subsidiary from the Date of Grant through the Transition Date, or (C) during the continued Service vesting requirement set forth under Section 3(A) of this Award shall be period that Grantee is deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” continuous employ of the Company within the meaning of or a Subsidiary pursuant to Section 409A of the Code (a “Section 409A Change in Control”4(a), 4(c) or 4(d), any PRSUs that remain outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or have not yet Vested as soon as practicable after the date of such Change in Control will Vest (except to the extent such acceleration that a Replacement Award for the PRSUs is provided to Grantee) as follows: the Performance Period will terminate and the Committee as constituted immediately before the Change in Control will determine and certify the Vested PRSUs based on actual performance through the most recent date prior to the Change in Control for which achievement of payment the Performance Metrics can reasonably be made determined. PRSUs that Vest in accordance with Treas. Reg. §1.409A-3(j)(4)(ixthis Section 4(b)(i) will be paid as set forth in Section 6(b) of this Agreement. (ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of performance-based restricted stock units, (B) that has a value at least equal to the value of the PRSUs, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (or other exemption from the general prohibitions on accelerations “Successor”), (D) the tax consequences of payments which, under Section 409A the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the CodePRSUs, (E) that Vests upon a termination of Grantee’s employment with the Company or the Successor for Good Reason by Grantee or without Cause (as defined in Section 4(d)) by the Company or the Successor within a period of two years after the Change in Control based on actual performance through the date of such termination, and (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the PRSUs (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in any tax, penalty the PRSUs or interest under Replacement Award failing to comply with Section 409A of the Code. In connection with any such Change in Control where payment Without limiting the generality of outstanding Restricted Stock Units subject to the foregoing, the Replacement Award may take the form of a continuation of the PRSUs if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(b)(ii) are satisfied will not be made in connection with by the Committee, as constituted immediately before the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesits sole discretion. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything (i) Upon a Change in Control that occurs during the period that commences on the Date of Grant and ends on the fourth Vesting Date (such period, the “Restriction Period”) while Grantee is an employee of the Company or a Subsidiary, any RSUs that remain outstanding and have not yet Vested as of such Change in Control will immediately Vest in full, except to the contrary extent that a Replacement Award for the RSUs is provided to Grantee. If Grantee is deemed to be in Section 3, Section 5 or Section 7 of this Agreement or any provision the continuous employ of the PlanCompany or a Subsidiary pursuant to Section 4(b), the following provisions shall apply 4(d) or 4(e), then, upon a Change in Control (as defined in that occurs during the Employment Agreement): A. If a Change in Control occurs and the then-Restriction Period, any RSUs that remain outstanding and unvested portion of this Award is that have not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or yet Vested as soon as practicable after the date of such Change in Control will immediately Vest in full, except that if Section 4(e) applies, the RSUs will Vest only to the extent such acceleration that the RSUs would have become Vested during the severance period pursuant to Section 4(e). (ii) For purposes of payment can be made this Agreement, a “Replacement Award” shall mean an award (A) of restricted stock units, (B) that has a value at least equal to the value of the RSUs, (C) that relates to publicly traded equity securities of the Company or its successor in accordance the Change in Control (or another entity that is affiliated with Treas. Reg. §1.409A-3(j)(4)(ixthe Company or its successor following the Change in Control) (or other exemption from the general prohibitions on accelerations “Successor”), (D) the tax consequences of payments which, under Section 409A the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the CodeRSUs, (E) that Vests in full upon a termination of Grantee’s employment with the Company or the Successor for Good Reason by Grantee or without Cause (as defined in Section 4(e)) by the Company or the Successor within a period of two years after the Change in Control, and (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the RSUs (including the provisions that would apply in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent it conforms to the requirements of Treasury Regulation 1.409A-3(i)(5)(iv)(B) or otherwise does not result in any tax, penalty the RSUs or interest under Replacement Award failing to comply with Section 409A of the Code. In connection with any such Change in Control where payment Without limiting the generality of outstanding Restricted Stock Units subject to the foregoing, the Replacement Award may take the form of a continuation of the RSUs if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 4(c)(ii) are satisfied will not be made in connection with by the Committee, as constituted immediately before the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesits sole discretion. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to (a) In the contrary in Section 3, Section 5 or Section 7 event of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in at a time when the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion common stock of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”)any of its affiliates is not readily tradeable on an established securities market or otherwise, the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A 280G(b)(5)(A)(ii) of the Code Code, the parties will use their Initial 8 best efforts to satisfy the “shareholder approval requirements” of that section in a manner designed to preserve the full economic benefit to the executive of any payments or benefits otherwise due to the Executive. (b) In the event of a Change in Control other than at a time when the common stock of the Company or any of its affiliates is not readily tradeable on an established securities market or otherwise, within the meaning of Section 280G(b)(5)(A)(ii) of the Code, and it is determined that any payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Section 409A Change in ControlPayment”), outstanding would constitute an “excess parachute payment” within the meaning of Section 280G of the Code, the Company will pay the Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by the Executive after deduction of any Excise Tax (as defined below), and vested Restricted Stock Units (including any that vest pursuant federal, state and local income tax, employment tax and Excise Tax imposed upon the Gross-Up Payment, will be equal to the Payment. Notwithstanding the foregoing provisions of this sentence) and related Dividend Equivalents Section 7, if it is determined that the Executive is entitled to the Gross-Up Payment, but that the payment does not exceed 110% of the Safe Harbor Amount (as defined below), then no Gross-Up Payment shall be settled upon or as soon as practicable after the date of such Change in Control made to the extent such acceleration Executive and the amounts payable under Section 5 will be reduced so that the Payment equals the Safe Harbor Amount. The reduction of payment can the amounts payable hereunder, if applicable, will be made in accordance with Treassuch a manner as to maximize the value of all payments actually made to the Executive. Reg. §1.409A-3(j)(4)(ix) (or other exemption from For purposes of reducing the general prohibitions on accelerations of payments Payment to the Safe Harbor Amount, only amounts payable under Section 409A 5 may be reduced. If the reduction of the amount payable under Section 5 above would not result in a reduction of the Payment to the Safe Harbor Amount, no amounts payable under the Agreement will be reduced pursuant to this Section 7. The term “Excise Tax” means the excise tax imposed under Section 4999 of the Code) , together with any interest or penalties imposed with respect to such excise tax. For purposes of determining the amount of the Gross-Up Payment, unless the Executive specifies that other rates apply, the Executive will be deemed to pay federal income tax and not result employment taxes at the highest marginal rate of federal income and employment taxation in any taxthe calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Executive’s Date of Termination, penalty or interest under Section 409A net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes. The term “Safe Harbor Amount” means the maximum Payment that the Executive may receive without the Payment constituting an “excess parachute payment” within the meaning of 280G of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything (a) Unless he elects to terminate this Agreement pursuant to (c) below, Employee understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the contrary rights and obligations of the Company hereunder. (b) In the event of a pending Change in Section 3Control wherein the Employee has not received written notice at least fifteen (15) business days prior to the anticipated closing date of the transaction giving rise to the Change in Control from the successor to all or a substantial portion of the Company’s business and/or assets that such successor is willing as of the closing to assume and agree to perform the Company’s obligations under this Agreement in the same manner and to the same extent that the Company is hereby required to perform, Section 5 or Section 7 such Change in Control shall be deemed to be a termination of this Agreement by the Company and the amount of the lump-sum severance payment due to Employee shall be 1.22 times the sum of Employee’s annual salary plus maximum bonus opportunity in effect immediately prior to the Change in Control and the non-competition provisions of Section 3 shall not apply whatsoever. Payment shall be made either at closing of the transaction if notice is served at least five (5) days before closing or within ten (10) days of Employee’s written notice. (c) In any Change in Control situation in which Employee has received written notice from the successor to the Company that such pending successor is willing to assume the Company’s obligations hereunder or Employee receives notice after (or within 15 business days prior to) the Change in Control that Employee is being terminated, Employee may nonetheless, at his sole discretion, elect to terminate this Agreement by providing written notice to the Company at any time prior to closing of the transaction and up to two (2) years after the closing of the transaction giving rise to the Change in Control. In such case, the amount of the lump-sum severance payment due to Employee shall be 1.22 times the sum of Employee’s annual salary plus maximum bonus opportunity in effect immediately prior to the Change in Control and the non-competition provisions of Section 3 shall all apply. Payment shall be made either at closing if notice is served at least five (5) days before closing or within ten (10) days of written notice by Employee. (d) For purposes of applying Section 5 under the circumstances described in (b) and (c) above, the effective date of termination will be the later of the closing date of the transaction giving rise to the Change in Control or Employee’s notice as described above, and all compensation, reimbursements and lump-sum payments due Employee must be paid in full by the Company at such time. Further, Employee will be given sufficient time in order to comply with the Securities and Exchange Commission’s regulations to elect whether to exercise and sell all or any provision of his vested options to purchase Common Stock of the PlanCompany, including any options with accelerated vesting under the provisions of the Company’s stock option or similar plan, as amended or any warrants, such that he may convert the options or warrants to shares of Common Stock of the Company at or prior to the closing of the transaction giving rise to the Change in Control, if he so desires. (e) A “Change in Control” shall be deemed to have occurred if: (i) any person, other than the Company or an employee benefit plan of the Company, acquires directly or indirectly the Beneficial Ownership (as defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) of any voting security of the Company and immediately after such acquisition such person is, directly or indirectly, the Beneficial Owner of voting securities representing 30% or more of the total voting power of all of the then-outstanding voting securities of the Company; (ii) the individuals (A) who, as of the closing date of the Company’s initial public offering, constitute the Board of Directors of the Company (the “Original Directors”) or (B) who thereafter are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds (2/3) of the Original Directors then still in office (such directors becoming “Additional Original Directors” immediately following provisions their election) or (C) who are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds (2/3) of the Original Directors and Additional Original Directors then still in office (such directors also becoming “Additional Original Directors” immediately following their election), cease for any reason to constitute a majority of the members of the Board of Directors of the Company; (iii) the consummation of a merger, consolidation, recapitalization or reorganization of the Company, a reverse stock split of outstanding voting securities of the Company, or consummation of any such transaction if stockholder approval is not sought or obtained, other than any such transaction which would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being Beneficially Owned by holders of at least 75% of the outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction; or (iv) the consummation of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the Company’s assets (i.e., 50% or more of the total assets of the Company (including the Company’s subsidiaries)). (f) The Executive shall apply upon not be required to seek other employment following a Change in Control Termination and any compensation earned from other employment shall not reduce the amounts otherwise payable under this Agreement. (g) If any portion of the severance benefits, Change in Control benefits or any other payment under this Agreement, or under any other agreement with, or plan of the Company, including but not limited to stock options, warrants and other long-term incentives (in the aggregate “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the Code, as amended (or any similar tax that may hereafter be imposed) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Employee shall be entitled to receive from the Company an additional payment (the “Gross-up Payment”) (i.e., in addition to such other severance benefits, Change in Control benefits or any other payments under this Agreement) in an amount such that the net amount of Total Payments and Gross-up Payment retained by the Employee, after the calculation and deduction of all Excise Tax on the Total Payments and all federal, state and local income tax, employment tax and Excise Tax on the Gross-up Payment, shall be equal to the Total Payments. For purposes of this Section Employee’s applicable Federal, state and local taxes shall be computed at the maximum marginal rates, taking into account the effect of any loss of personal exemptions resulting from receipt of the Gross-Up Payment. All determinations required to be made under this Section 12, including whether a Gross-Up Payment is required under this Section, and the assumptions to be used in determining the Gross-Up Payment, shall be made by the Company’s current independent accounting firm, or such other firm as the Company may designate in writing prior to a Change in Control (as defined in the Employment Agreement): A. If “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Employee within twenty business days of the receipt of notice from Employee that there will likely be a Change in Control, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the party effecting the Change in Control occurs or is otherwise unavailable, Employee (together with all other employees with comparable appointment rights in their respective employment agreements such that all such employees may collectively select a single accounting firm) may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the then-outstanding and unvested portion Accounting Firm with respect to such determinations described above shall be borne solely by the Company. Employee agrees (unless requested otherwise by the Company) to use reasonable efforts to contest in good faith any subsequent determination by the Internal Revenue Service that Employee owes an amount of Excise Tax greater than the amount determined pursuant to this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity Section; provided, that Employee shall be entitled to reimbursement by the Company (on an after tax basis) of all fees and expenses reasonably incurred by Employee in contesting such determination. In the event the Internal Revenue Service or a parent thereof any court of competent jurisdiction determines that Employee owes an amount of Excise Tax that is greater than the amount previously taken into account and paid under this Agreement (such additional Excise Tax being the “Successor EntityAdditional Excise Tax”), the continued Service vesting requirement set forth under Section 3(A) Company shall promptly pay to Employee the amount of this Award shall be deemed to be satisfied, such shortfall. In the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided case of any payment that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within is required to make to Employee pursuant to the meaning of Section 409A of the Code preceding sentence (a “Section 409A Change in ControlLater Payment”), outstanding the Company shall also pay to Employee an additional amount such that after payment by Employee of all of Employee’s applicable Federal, state and vested Restricted Stock Units (local taxes, including any that vest pursuant interest and penalties assessed by any taxing authority, on the Later Payment, Employee will retain from the Later Payment an amount equal to the foregoing provisions Additional Excise Tax, which Employee shall use to pay the Additional Excise Tax. (h) In the event of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the a Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on Company shall require that the Fair Market Value ultimate parent entity (or if no parent entity, the acquiring entity itself) of any entity that acquires control (through ownership of securities or assets, consistent with the definitional triggers of a share Change in Control set forth above) of Common Stock at the time of Company in connection with such Change in Control (with interest for assume or guaranty the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured depositsCompany’s obligations under Section 12(g) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the The following provisions shall apply upon only to the extent a Change in Control (as defined is consummated prior to the completion of the Performance Period and shall have no force or effect in the Employment Agreement):event the effective date of the Change in Control occurs after the completion of such Performance Period. A. If (a) Should (i) the Change in Control occur within the first twelve (12) months of the Performance Period and (ii) Participant remain in Continuous Service through the effective date of that Change in Control, then Participant shall immediately vest in that number of shares of Common Stock equal to the designated number of Performance Shares set forth in Paragraph 1, without any measurement of Performance Goal attainment to date. (b) Should (i) the Change in Control occur at any time on or after the completion of the first twelve (12) months of the Performance Period and (ii) Participant remain in Continuous Service through the effective date of that Change in Control, then Participant shall immediately vest in that number of shares of Common Stock equal to the greater of: (i) the designated number of Performance Shares set forth in Paragraph 1, or (ii) the number of Performance-Qualified Shares determined by multiplying (A) the number of Performance Shares set forth in Paragraph 1 by (B) the applicable percentage (determined in accordance with the percentile matrix in attached Schedule I) for the levels at which the Performance Goals are attained over an abbreviated Performance Period ending with the close of the Corporation’s fiscal quarter coincident with or immediately preceding the effective date of the Change in Control. (c) The provisions of subparagraphs (a) and (b) of this Paragraph 5 shall also apply should Participant’s Continuous Service terminate, by reason of an involuntary termination other than for Cause or his or her resignation due to Constructive Termination, at any time during the period beginning with the execution date of the definitive agreement for the Change in Control transaction and ending with the earlier of (i) the effective date of that Change in Control or (ii) the termination of the definitive agreement without the consummation of the Change in Control; provided, however, that in no event shall Participant become entitled to any shares of Common Stock pursuant to this Paragraph 5 if the Change in Control is not in fact consummated. (d) Should Participant cease Continuous Service during the Performance Period by reason of death or Permanent Disability and a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity subsequently occur prior to the Company or a parent thereof (completion of that Performance Period, then the “Successor Entity”)Participant shall, the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control, vest in a pro-rated number of shares of Common Stock calculated by multiplying (i) the number of Performance Shares or Performance-Qualified Shares determined in accordance with the applicable provisions of subparagraphs (a) and (b) of this Paragraph 5 by (ii) a fraction, the numerator of which is the number of months of Continuous Service actually completed by Participant in such Performance Period (rounded to the closest whole month), and the denominator of which is the number of months (rounded to the closest whole number) comprising the portion of the Performance Period ending with the earlier of (i) the effective date of the Change in Control or (ii) the last day of the abbreviated Performance Period (if any) taken into account under Paragraph 5(b)(ii). (e) Should Participant cease Continuous Service by reason of his or her Retirement at any time after the completion of the first twelve (12) months of the Performance Period but prior to the completion of the entire Performance Period and a Change in Control subsequently occur prior to the completion of that Performance Period, then the Participant shall, at the time of such Change in Control, vest in a pro-rated number of shares of Common Stock calculated by multiplying (i) the number of Performance Shares or Performance-Qualified Shares determined in accordance with interest for the period from provisions of subparagraph (b) of this Paragraph 5 by (ii) a fraction, the numerator of which is the number of months of Continuous Service actually completed by Participant in such Performance Period prior to his or her Retirement (rounded to the closest whole month), and the denominator of which is the number of months (rounded to the closest whole number) comprising the portion of the Performance Period ending with the last day of the abbreviated Performance Period (if any) taken into account under Paragraph 5(b)(ii). (f) The number of shares of Common Stock in which Participant vests on the basis of the Performance Shares or Performance-Qualified Shares determined in accordance with the foregoing provisions of this Paragraph 5 shall be issued on the effective date of such Change in Control or as soon as administratively practicable thereafter, but in no event more than fifteen (15) business days after such effective date. Alternatively, those vested shares of Common Stock shall be converted into the right to receive the same consideration per share of Common Stock payable to the applicable payment date at such rate as determined by other stockholders of the Committee based on Corporation in consummation of the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion such consideration shall be distributed to Participant within fifteen (15) business days following the effective date of that Change in Control. Each issuance or distribution made under this Paragraph 5(c) shall be subject to the Corporation’s collection of the Award that applicable Withholding Taxes. (g) Except for the actual number of shares of Common Stock in which Participant vests pursuant in accordance with this Paragraph 5, Participant shall have cease to such provisions have any further right or entitlement to any additional shares of Common Stock under this Agreement following the effective date of the Change in Control. (h) This Agreement shall be settled as provided not in Section 5 any way affect the right of this Agreementthe Corporation to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

Change in Control. Notwithstanding anything to a. Unless the contrary Committee determines otherwise, upon the occurrence of a Change in Section 3Control, Section 5 or Section 7 of this Agreement or any provision of if the Plan, Option is Assumed (as defined below) by the following provisions shall apply upon a entity effecting the Change in Control (or a successor or parent corporation), the Option will vest as defined provided in Section 3(a) or, if earlier, will become fully vested upon the Employment Agreement): A. If termination of the Participant’s employment during the two-year period beginning on the date of a Change in Control occurs Control, if such termination is due to: (i) a termination by the Company without Cause or (ii) a voluntary termination by the Participant due to the existence of Good Reason. Any Options that were or became vested on the date of such termination of employment shall be exercisable until the earlier of six (6) months following the Participant’s termination of employment and the then-outstanding and unvested portion expiration date of this Award the Option. b. Unless the Committee determines otherwise, upon the occurrence of a Change in Control, if the Option is not continued following such event or assumed or converted into restricted stock units of any successor Assumed by the entity to effecting the Company Change in Control (or a successor or parent thereof (the “Successor Entity”corporation), the continued Service vesting requirement set forth under Section 3(AOption will become fully vested on the date of the Change in Control. For each Option covered by this Award Agreement which then has not otherwise expired, the Participant will receive a payment equal to the excess, if any, of the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) which holders of Company Shares received (or will receive) in the Change-in-Control transaction over the exercise price specified in this Agreement. Such payment shall be made in the same form as such consideration and at such date(s) as specified by the Committee. For purposes of this Award shall Agreement, an Option will be deemed to be satisfied, considered assumed (“Assumed”) if the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(sfollowing conditions are met: (1) otherwise provided Options are converted into a replacement award in Section 5; provided a manner that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of complies with Section 409A of the Internal Revenue Code of 1986, as amended; (a “Section 409A Change in Control”), outstanding 2) the replacement award contains provisions for scheduled vesting and vested Restricted Stock Units treatment on termination of employment (including any the definition of Cause and Good Reason) that vest pursuant are no less favorable to the foregoing provisions of Participant than those in this sentence) Agreement, and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or all other exemption from the general prohibitions on accelerations of payments under Section 409A terms of the Code) replacement award (other than the security and not result in any tax, penalty or interest under Section 409A number of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined shares represented by the Committee based on the interest earned by interest bearing, FDIC insured depositsreplacement award) as opposed are substantially similar to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 those of this Agreement; and (3) the security represented by the replacement award is of a class that is publicly held and widely traded on an established stock exchange.

Change in Control. Notwithstanding anything (i) Upon a Change in Control occurring during the five-year period described in Section 1(a) above while Grantee is an employee of the Company or a Subsidiary, to the contrary in Section 3, Section 5 or Section 7 of extent the Deferred Share Equivalents covered by this Agreement or and any provision Dividend Equivalents accumulated with respect thereto have not been forfeited, the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto shall immediately become nonforfeitable (except to the extent that a Replacement Award is provided to Grantee for such Deferred Share Equivalents and Dividend Equivalents). If Grantee is deemed to be in the continuous employ of the PlanCompany or a Subsidiary pursuant to Section 1(b), the following provisions shall apply 2(c) or 2(d), then, upon a Change in Control prior to the fifth anniversary of the Date of Grant, then the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto will immediately become nonforfeitable, except that to the extent that Section 2(d) applies, the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto will immediately become nonforfeitable only to the extent that the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto would have become nonforfeitable during the severance period pursuant to Section 2(d). (ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of deferred share equivalents, (B) that has a value at least equal to the value of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control), (D) the tax consequences of which, under the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents accumulated with respect thereto, (E) that becomes nonforfeitable full upon a termination of Grantee’s employment with the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the “Successor”) for Good Reason by Grantee or without Cause (as defined in Section 2(d)) by the Employment Agreement): A. If Successor within a Change in Control occurs and period of two years after the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with respect thereto (including any the provisions that vest pursuant to would apply in the foregoing provisions event of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such a subsequent Change in Control Control). A Replacement Award may be granted only to the extent such acceleration it conforms to the requirements of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ixTreasury Regulation 1.409A-3(i)(5)(iv)(B) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and otherwise does not result in the Deferred Share Equivalents covered by this Agreement and any taxDividend Equivalents then accumulated with respect thereto, penalty or interest under Replacement Award, failing to comply with Section 409A of the Code. In connection Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Deferred Share Equivalents covered by this Agreement and any Dividend Equivalents then accumulated with any such Change in Control where payment respect thereto if the requirements of outstanding Restricted Stock Units subject to the Award preceding sentence are satisfied. The determination of whether the conditions of this Section 2(b)(ii) are satisfied will not be made in connection with by the Committee, as constituted immediately before the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesits sole discretion. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 any other provision of this Agreement or any provision the Plan: (a) If this Award does not constitute “nonqualified deferred compensation” subject to Section 409A, upon a Change in Control, all of the PlanGrantee’s outstanding RSUs will vest and, subject to applicable law, the following provisions shall apply Shares underlying the Grantee’s outstanding RSUs (or cash equal to the Fair Market Value thereof) will be delivered to the Grantee promptly after but not more than 60 days after the date of the Change in Control. (b) If this Award constitutes “nonqualified deferred compensation” subject to Section 409A, upon a Change in Control that is a Qualified Change in Control, all of the Grantee’s outstanding RSUs will vest and, subject to applicable law, the Shares underlying the Grantee’s outstanding RSUs (as defined or cash equal to the Fair Market Value thereof) will be delivered to the Grantee promptly after but not more than 60 days after the date of the Change in the Employment Agreement):Control. A. (c) If this Award constitutes “nonqualified deferred compensation” subject to Section 409A, upon a Change in Control occurs and the then-outstanding and unvested portion of this Award that is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Qualified Change in Control, all of the Committee may make provision for such Restricted Stock Units Grantee’s outstanding RSUs will vest and, subject to become payable in applicable law, the Shares underlying the Grantee’s outstanding RSUs (or cash based on equal to the Fair Market Value of a share of Common Stock at thereof) will be delivered to the time of such Change Grantee on the Delivery Date in Control (accordance with Section 4. Any cash payment pursuant to this Section 6(c) will be credited with interest for the period from the date of such the Change in Control to through the applicable payment date Delivery Date at such the federal funds rate (as determined by reported in the Committee based on the interest earned by interest bearingWall Street Journal), FDIC insured deposits) as opposed to being payable in securitiescompounded daily. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. (a) Notwithstanding anything any provision herein to the contrary contrary, in Section 3, Section 5 or Section 7 the event of the involuntary termination of Executive's employment during the term of this Agreement or following any provision of the Plan, the following provisions shall apply upon a Change in Control of the Savings Bank or Parent, or within 24 months thereafter of such Change in Control, absent Just Cause, Executive shall be paid an amount equal to the product of 200% of the prior thirty-six month's taxable compensation paid by the Savings Bank or the Parent to the Executive (whether paid or deferred by the Executive), but in no event in an amount greater than 2.999 times the Executive's "base amount" as defined in Section 280G(b)(3) of the Employment Agreement): A. If a Change Internal Revenue Code of 1986, as amended (the "Code") and regulations promulgated thereunder. Said sum shall be paid, at the option of Executive, either in Control occurs and one (1) lump sum within thirty (30) days of such termination of service or in periodic payments over the then-outstanding and unvested portion next 24 months or the remaining term of this Award Agreement, whichever is less, as if Executive's employment had not continued following been terminated, and such event or assumed or converted into restricted stock units payments shall be in lieu of any other future payments which the Executive would be otherwise entitled to receive under Section 6 of this Agreement. Further, such Employee and dependents shall continue to be eligible to participate in the life insurance and medical/dental insurance reimbursement program maintained by the Savings Bank or its successor entity for a period of not less than 24 months following termination of employment and continue to have such costs for enrollment and benefits coverages paid by the Savings Bank or Parent. Notwithstanding the forgoing, all sums payable hereunder shall be reduced in such manner and to such extent so that no such payments made hereunder when aggregated with all other payments to be made to the Company Executive by the Savings Bank or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award Parent shall be deemed an "excess parachute payment" in accordance with Section 280G of the Code and be subject to be satisfiedthe excise tax provided at Section 4999(a) of the Code. The term "Change in Control" shall refer to (i) the control of voting proxies whether related to stockholders or mutual members by any person, other than the Board of Directors of the Savings Bank, to direct more than 25% of the outstanding votes of the Savings Bank, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” control of the Companyelection of a majority of the Savings Bank's directors, or a change “in the ownership exercise of a substantial portion controlling influence over the management or policies of the assets” of the Company Savings Bank by any person or by persons acting as a group within the meaning of Section 409A 13(d) of the Code Exchange Act, (a “Section 409A Change in Control”)ii) an event whereby the FDIC, outstanding and vested Restricted Stock Units the New Jersey Department of Banking (including "Department") or any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon other department, agency or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A quasi-agency of the Code) and not result in any taxfederal government cause or bring about, penalty or interest under Section 409A without the consent of the Code. In connection with any such Change Savings Bank, a change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event corporate structure or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion organization of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.Savings Bank; (iii) an event

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 any other provision of this Agreement or any provision the Plan: (a) If this Award does not constitute “nonqualified deferred compensation” subject to Section 409A, upon a Change in Control, all of the PlanGrantee’s outstanding unvested RSUs will vest and, subject to applicable law, the following provisions shall apply Shares underlying the Grantee’s outstanding unvested RSUs (or cash equal to the Fair Market Value thereof) will be delivered to the Grantee promptly after but not more than 60 days after the date of the Change in Control. (b) If this Award constitutes “nonqualified deferred compensation” subject to Section 409A, upon a Change in Control that is a Qualified Change in Control, all of the Grantee’s outstanding unvested RSUs will vest and, subject to applicable law, the Shares underlying the Grantee’s outstanding unvested RSUs (as defined or cash equal to the Fair Market Value thereof) will be delivered to the Grantee promptly after but not more than 60 days after the date of the Change in the Employment Agreement):Control. A. (c) If this Award constitutes “nonqualified deferred compensation” subject to Section 409A, upon a Change in Control occurs and the then-outstanding and unvested portion of this Award that is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Qualified Change in Control, all of the Committee may make provision for such Restricted Stock Units Grantee’s outstanding unvested RSUs will vest and, subject to become payable in applicable law, the Shares underlying the Grantee’s outstanding unvested RSUs (or cash based on equal to the Fair Market Value of a share of Common Stock at thereof) will be delivered to the time of such Change Grantee on the respective Delivery Date(s) in Control (accordance with Section 4. Any cash payment pursuant to this Section 6(c) will be credited with interest for the period from the date of such the Change in Control to through the applicable payment date respective Delivery Date(s) at such the federal funds rate (as determined by reported in the Committee based on the interest earned by interest bearingWall Street Journal), FDIC insured deposits) as opposed to being payable in securitiescompounded daily. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything 6.1. In the event of a Change in Control, in consideration for the cancellation of the Award, the Participant shall be entitled to an amount, subject to the contrary in Section 3Participant’s continued employment through the Redemption Date, Section 5 or Section 7 equal to the product of this Agreement or any provision (A) the Award Percentage multiplied by (B) (x) the excess, if any, of (a) an amount, as determined by the Board pursuant to a consistent methodology, equal to (1) the aggregate value of all Class A Membership Interests and Class B Membership Interests as of the Plan, Change in Control increased by (2) the following provisions shall apply upon a distributions received by the holders of such Class A Membership Interests and Class B Membership Interests (other than distributions that are deemed attributable to taxes pursuant to the GMAC LLC Agreement) from the Award Date through the Change in Control and reduced by (3) any taxes paid by the Company relating to the Plan from the Award Date through the Change in Control (as defined in such amount, the Employment Agreement): A. If a “Change in Control occurs and Value”) over (b) the thenBase Value, increased by (y) interest at the short-outstanding and unvested portion term applicable federal rate compounded annually (as of this Award is not continued following such event or assumed or converted into restricted stock units the Change in Control), from the Change in Control through the date of any successor entity to the Company or a parent thereof payment (the “Successor EntityChange in Control Payment”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or payable as soon as practicable after in the date of such Change in Control to year following the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any taxapplicable Redemption Date; provided, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with however, that if, following the Change in Control, the Committee may make provision for such Restricted Stock Units Participant’s employment is terminated by the Company without Cause, the Participant shall be entitled to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control Payment within sixty days following such termination of employment. For the avoidance of doubt, if, upon a Change in Control, the Base Value equals or exceeds the Change in Control Value of an Award, such Award shall be forfeited without consideration. 6.2. In the event of the sale or disposition of a business unit of GMAC or a Subsidiary of GMAC, a Participant who (with interest for the period from i) is employed by such business unit or Subsidiary through the date of such Change sale or disposition and (ii) is no longer employed by GMAC or its subsidiaries immediately following such sale or disposition, shall be entitled to an amount, in Control consideration for the cancellation of the Award, equal to the applicable payment date at such rate product of (A) the Award Percentage multiplied by (B) the product of (x) the excess, if any, of (a) an amount, as determined by the Committee based on Board pursuant to a consistent methodology, equal to (1) the interest earned aggregate value of all Class A Membership Interests and Class B Membership Interests as of such sale or disposition increased by interest bearing, FDIC insured deposits(2) as opposed the distributions received by the holders of such Class A Membership Interests and Class B Membership Interests (other than distributions that are deemed attributable to being payable in securities. B. If taxes pursuant to the then-outstanding GMAC LLC Agreement) from the Award Date through the date of such sale or disposition and unvested portion reduced by (3) any taxes paid by the Company relating to the Plan from the Award Date through the date of this Award is continued following such event sale or is assumed or converted into restricted stock units of any Successor Entitydisposition (such amount, the continued Service requirement set forth in Section 3(A“Sale Value”) above over (b) the Base Value multiplied by (y) a fraction, the numerator of which is the number of completed months through the date of such sale or disposition during the Performance Period and the accelerated vesting provisions set forth denominator of which is the number of months in Section 7 above) shall continue to apply following the Performance Period. For the avoidance of doubt, if, upon a sale or disposition of a business unit of GMAC or a Subsidiary of GMAC, the Base Value equals or exceeds the Sale Value of an Award, such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreementforfeited without consideration.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award (to the extent outstanding) is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) Award will vest as of this Award shall be deemed the date of such Change in Control with respect to be satisfied, the outstanding number of Credited Restricted Stock Units subject to such portion shall be deemed vestedas determined under Section 3 (or, if the Change in Control occurs before the end of the Performance Period, the Target Number of Restricted Stock Units), and such Restricted Stock Units (and any related Dividend Equivalents) shall be settled paid at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), the outstanding and vested Restricted Stock Units (including any that vest pursuant subject to the foregoing provisions of this sentence) Award and any related Dividend Equivalents shall be settled paid upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding such Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. The foregoing provisions do not supersede Section 7(C) to the extent the Grantee's employment by the Company terminates and such provision is triggered prior to a Change in Control. B. If the then-outstanding and unvested portion of this Award (to the extent then outstanding) is continued following such event a Change in Control or is assumed or converted into restricted stock units of any Successor Entity, the continued Service employment requirement set forth in Section 3(A3(D) above (and the accelerated vesting provisions set forth in Section 7 7(A) and 7(B) above) shall continue to apply following such Change in Control; provided, however, that if a termination of the Grantee's employment described in Section 7(A) above occurs after a Change in Control and prior to the Vesting Date, the Award will vest as of the date of such termination of the Grantee's employment with respect to the number of Credited Restricted Stock Units as determined under Section 3 (or, if such termination occurs before the last day of the Performance Period, the Target Number of Restricted Stock Units). Any Restricted Stock Units (and any portion of the Award related Dividend Equivalents) that vests vest pursuant to such provisions this Section 8(B) shall be settled as paid at the time(s) otherwise provided in Section 5 5. Section 17 of this Agreementthe Plan shall not apply with respect to the Award.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon If a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(APlan) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within occurs after the meaning date of Section 409A grant and before the end of the Code (a “Section 409A Change Performance Period, any Performance Shares, which, by their terms, were not vested in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant full prior to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control shall become immediately vested and nonforfeitable consistent with and in accordance with the terms of the Plan, including to the extent consistent with the terms of the Plan: (a) upon the Change in Control to the extent the Performance Shares are not continued in effect, assumed or substituted with an equivalent Award by the successor corporation or a parent or subsidiary of the successor corporation; or (b) to the extent the Performance Shares continue in effect, are assumed or are substituted with an equivalent Award by the successor corporation or a parent or subsidiary of the successor corporation, upon the date the surviving or successor company terminates the Grantee’s employment or service without “cause” (as such acceleration term is defined in the sole discretion of payment can the Committee) upon or within twenty-four (24) months following the Change in Control if such date precedes the end of the Restricted Period. For purposes of determining the extent to which the Performance Objectives have been met in the case of a Change in Control, the Performance Objectives shall be deemed satisfied based upon whichever of (a) or (b) results in the greatest payout: (a) actual performance through the date of the Change in Control; provided that the Committee, in its sole discretion, shall determine the level of achieved performance through the date of the Change in Control and whether, and to what extent, Performance Objectives should be modified to appropriately reflect the truncation of the applicable Performance Period, or (b) the assumption that the “Target” level of the Performance Objectives was achieved. Any issuance of Common Stock pursuant to such determination upon a Change in Control or upon a qualifying termination of employment upon or following a Change in Control under this Paragraph 9 will be made in accordance with Treasthe payment and timing provisions of Section 16(a)(iii) or Section 16(b)(iii) of the Plan, whichever is applicable. Reg. §1.409A-3(j)(4)(ixDefinition: Cause means any of the occurrence of any of the following: (i) the Executive’s conviction, or a plea of guilty or no contest, of a felony; (ii) the Executive’s conviction, or a plea of guilty or no contest, of a crime involving dishonesty, disloyalty or fraud; (iii) the Executive reporting to work under the influence of alcohol; (iv) the Executive’s use of illegal drugs (whether or not at the workplace); (v) the Executive’s conviction, or a plea of guilty or no contest, of conduct in conjunction with the Executive’s duties which could reasonably be expected to, or which does, cause the Company or any of its affiliates public disgrace or disrepute or economic harm; (vi) the Executive’s repeated failure to perform duties as reasonably directed by the Board (or other exemption from the general prohibitions on accelerations of payments under Section 409A of person to whom the CodeExecutive directly reports); (vii) the Executive’s gross negligence or willful misconduct with respect to the Company; (viii) the Executive obtaining any personal profit not thoroughly disclosed to and not result approved in any tax, penalty writing by the Board (or interest under Section 409A of the Code. In person to whom the Executive directly reports) in connection with any such Change in Control where payment transaction entered into by, or on behalf of, the Company or its affiliates; (ix) the Executive’s violation of outstanding Restricted Stock Units subject any of the terms of the Company’s established policies which is not cured to the Award will not be made in connection with Board’s reasonable satisfaction within twenty (20) working days after the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control Executive receives written notice thereof; (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured depositsx) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event an Executive’s unauthorized use or is assumed or converted into restricted stock units disclosure of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion confidential or proprietary information of the Award that vests pursuant Company; or (xi) the willful failure of an Executive to such provisions shall be settled as provided cooperate in Section 5 of this Agreementa Company investigation.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or The provisions of this Section 7 of this Agreement or any provision shall govern the treatment of the Plan, PSU Award upon a Change of Control. a. In the following provisions shall apply upon event of a Change in Control (as defined in of the Employment Agreement): A. If a Change in Control occurs Company occurring after the Grant Date and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity prior to the Company or a parent thereof (the “Successor Entity”)Vesting Date, the continued Service vesting requirement set forth under Section 3(APSU Award (if and to the extent not previously forfeited) of this Award shall vest and be deemed to be satisfiedearned, with the outstanding Restricted Stock Units subject Performance Goals deemed achieved at the level of achievement of the Performance Goals as determined by the Committee as of the latest practicable date prior to the Change in Control and in accordance with Exhibit A (treating such portion shall be deemed vesteddate as the final day of the Performance Period for purposes thereof), and such Restricted Stock Units shall be settled at within ten (10) days following the time(s) otherwise provided Change in Section 5; Control (provided that if such Change in Control the PSU Award constitutes a “change in the ownership or effective controlnonqualified deferred compensation” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of subject to Section 409A of the Code Code, settlement shall occur at such time only if (i) the Change in Control is a “Section 409A Change in Control”), outstanding Control and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentenceii) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such settlement would not constitute an impermissible acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code, and otherwise such PSU Award will be settled in accordance with Section 4), except to the extent that another award meeting the requirements of Section 7(b) is provided to Participant to replace the PSU Award (any award meeting the requirements of Section 7(b), a “Replacement Award”). b. An award shall meet the conditions of this Section 7(b) (and not result in any tax, penalty or interest under Section 409A hence qualify as a Replacement Award) if: (1) it relates to publicly traded equity securities of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to Company or the Award will not be made in connection with surviving corporation following the Change in Control, (2) it is of the Committee may make provision same type as the PSU Award (except that the Replacement Award shall be subject solely to time-based vesting for the remainder of the applicable performance period (or such Restricted Stock Units shorter period as determined by the Committee) and the Performance Goals shall be deemed to become payable in cash based on the Fair Market Value of a share of Common Stock be achieved at the time level of such Change in Control (with interest for achievement of the period from the date of such Change in Control to the applicable payment date at such rate Performance Goals as determined by the Committee as of the latest practicable date prior to the Change in Control and in accordance with Exhibit A, treating such date as the final day of the Performance Period for purposes thereof), (3) it has a value at least equal to the value of the PSU Award as of the date of the Change in Control (other than in respect of customary fractional rounding of share amounts and exercise price), (4) it contains terms relating to time-based on vesting (including with respect to Termination of Service) that are substantially identical to those of this Award, and (5) its other terms and conditions are not less favorable to Participant than the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding terms and unvested portion conditions of this Award is continued following such (including provisions that apply in the event or is assumed or converted into restricted stock units of any Successor Entitya subsequent Change in Control) as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the continued Service requirement set forth in form of a continuation of this Award if the requirements of the preceding sentence are satisfied. The determination of whether the conditions of this Section 3(A7(b) above (and are satisfied shall be made by the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Committee, as constituted immediately before the Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreementits sole discretion.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service employment vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service employment requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything (a) In the event that the Executive is terminated without Cause in connection with (i) a merger of OFFC with another entity as a result of which the shareholders of OFFC prior to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision such transaction do not own a majority of the Planvoting power of the resulting entity, (ii) the following provisions shall apply upon acquisition of greater than fifty percent (50%) of Bank’s voting stock by an entity or group of individuals acting in concert, (iii) the sale or disposition of all or substantially all of Bank’s assets to an entity in which OFFC does not control a majority of the voting power, or (iv) the determination (which may be made effective as of a particular date specified by the Board) by the Board that a change of control has occurred or is about to occur (each a “Change in of Control (as defined in the Employment Agreement): A. If a Change in Control occurs Event”) and the then-outstanding and unvested portion of this Award Executive is not continued following such event or assumed or converted into restricted stock units of any retained by the successor entity to the Company or a parent thereof group (the “Successor Entity”)) for a period of at least the then remaining Term pursuant to a written agreement (the “New Agreement”) which provides that the Executive shall have (A) the same or substantially equal position with similar title and responsibilities and the same or greater salary, benefits and bonuses that the Executive was entitled to receive from the Bank immediately prior to the Change of Control Event, and (B) a commuting distance that is not greater than twenty five (25) miles from the Executive’s principal office described in Section 5 hereof, the continued Service vesting requirement set forth Executive shall be entitled to the Remaining Term Payment from the Bank; provided, however, that the Executive shall only be entitled to such Remaining Term Payment if she agrees to remain as an employee of the Bank and assist in the transition until the effective date of the Change of Control Event. In the event that the Executive is to receive the Remaining Term Payment as provided for herein, the Severance shall be payable in-full by the Bank within ten (10) days after delivery by the Executive of the executed Release provided for under Section 3(A23 hereof. (b) Notwithstanding the forgoing, in no event shall any payments provided for hereunder constitute an “excess parachute payment” under Section 280G of this Award shall be deemed to be satisfiedthe Internal Revenue Code of 1986, the outstanding Restricted Stock Units subject to such portion shall be deemed vestedas amended, and in order to avoid such Restricted Stock Units shall a result the benefits provided for hereunder will be settled at reduced, if necessary, to an amount which is $1.00 less than an amount equal to 2.99 times the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a Executive’s “change in the ownership or effective controlbase amount” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made determined in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under such Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.280G.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon (i) Upon a Change in Control (as defined in the Plan), all outstanding Time-Vesting Series A LTIP Awards shall immediately vest in full. (ii) Upon a Change in Control, in the case of the Performance-Vesting Series A LTIP Awards, all Seven-Year Share Price Hurdles shall be deemed satisfied, and all Performance-Vesting Series A LTIP Awards that remain subject to the Performance-Vesting Service Condition may either (A) remain outstanding or (B) be converted in accordance with Section 2(f)(iii) into an award in respect of stock of, or other equity interests in, the acquirer (or one of its Affiliates) based on the value of such Unvested Award (which value, in the case of an Equitized LTIP Unit, shall be determined as if redeemed for a share of Class A Common Stock, in the case of all such LTIP Units on a one-for-one basis and, in the case of a Non-Equitized LTIP Unit, shall be determined in accordance with Section 3.02(c)(v) of the Operating Agreement at the time of such Change in Control) and, following conversion, any such award will be considered an Unvested Award to the extent provided in this Agreement. In the event that the Member incurs a Termination of Employment Agreement): A. If a following the Change in Control under any circumstance set forth in Section 2(e), all Unvested Awards (and any related Unvested Distribution Amount) shall immediately vest in full, and the Vesting Date shall be the date of the Member’s Termination of Employment. Notwithstanding the foregoing, solely to the extent required to avoid taxation and penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the Unvested Awards (and any related Unvested Distribution Amount) shall be settled no later than March 15th of the calendar year (or, if applicable, two and one-half (2 1/2) months after the end of the applicable service recipient’s fiscal year) following the later of (1) the calendar year (or fiscal year, as applicable) in which the Change in Control occurs and (2) the then-outstanding calendar year (or fiscal year, as applicable) in which the Unvested Awards (and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(Arelated Unvested Distribution Amount) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units are no longer subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective controlsubstantial risk of forfeiture” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code Code. (iii) Notwithstanding any other provision of this Agreement, in the event of a “Section 409A Change in Control”), in the case of the Performance-Vesting Series A LTIP Awards, unless (A) either (1) the Unvested Awards remain outstanding and vested Restricted Stock Units (including any that vest pursuant to following the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ixor (2) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be provision is made in connection with the Change in ControlControl for assumption of Unvested Awards or substitution of such Unvested Awards for new awards (“Replacement Awards”) covering equity interests in a successor entity, with appropriate adjustments to the number of Unvested Awards, as determined by the Committee may make provision for such Restricted Stock Units (as defined in the Plan) in accordance with Section 2(f)(ii) of this Agreement and Section 3.02(c)(v) of the Operating Agreement prior to become payable the Change in cash based on Control pursuant to Section 4(c)(ii) of the Fair Market Value of a share of Common Stock at Plan, and (B) the time material terms and conditions of such Unvested Awards (other than the Seven-Year Share Price Hurdle) as in effect immediately prior to the Change in Control are preserved following the Change in Control (including, without limitation, with interest for respect to the period from schedule to satisfy the Performance-Vesting Service Condition, the intrinsic value of the Unvested Awards (or similar potential fair value in accordance with Section 3.02(c)(v) of the Operating Agreement, in the case of a Non-Equitized LTIP Unit), transferability of the Unvested Awards (and interests into which the Unvested Awards may be converted or exchanged) prior to and following the Change in Control and voting power in respect of the Unvested Awards), such Unvested Awards (and any related Unvested Distribution Amount) shall immediately vest in full upon such Change in Control, and the Vesting Date shall be the date of such Change in Control. (iv) To the extent that the conversion, assumption or substitution of the Performance-Vesting Series A LTIP Awards and the related Tandem Common Shares in connection with a Change in Control would result in the Member incurring tax liability with respect to such Awards, subject to applicable law and any policies of the Company or any successor that impose trading restrictions (such as blackout periods), the Member shall be permitted to sell the number of securities subject to the applicable payment date at replacement award that the Company determines to be necessary to satisfy the Member’s tax liability incurred in connection with such rate as determined by exchange. Any such securities that the Committee based on the interest earned by interest bearing, FDIC insured depositsMember is entitled to sell pursuant to this Section 2(f)(iv) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such will no longer be considered Unvested Awards. In connection with a Change in Control, if any Replacement Awards that are granted to the Member pursuant to Section 2(f)(iii) would be taxable to the Member as ordinary income rather than as long-term capital gains, the material terms and any portion conditions of the Award that vests pursuant Unvested Awards shall not be deemed preserved unless the Member is granted an additional number of Replacement Awards to make the Member substantially whole for such provisions incremental tax liability or the Member is otherwise compensated for such incremental tax liability. The amount of the incremental tax liability shall be settled determined using the tax rates in effect as provided in Section 5 of this Agreementthe date of the grant of such Replacement Awards.

Change in Control. Notwithstanding anything (a) Unless the Executive elects to terminate this Agreement pursuant to (c) below, the Executive understands and acknowledges that Enfinity may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the contrary rights and obligations of Enfinity hereunder or that Enfinity may undergo another type of Change in Section 3, Section 5 Control. In the event such a merger or Section 7 of this Agreement consolidation or any provision of the Plan, the following provisions shall apply upon a other Change in Control (as defined in is initiated prior to the end of the Employment Agreement):Period, then the provisions of this Section 13 shall be applicable. A. If (b) In the event of a pending Change in Control occurs wherein Enfinity and the then-outstanding and unvested Executive have not received written notice at least five (5) business days prior to the anticipated closing date of the transaction giving rise to the Change in Control from the successor to all or a substantial portion of Enfinity's business and/or assets that such successor is willing as of the closing to assume and agree to perform Enfinity's obligations under this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity Agreement in the same manner and to the Company or a parent thereof (the “Successor Entity”)same extent that Enfinity is hereby required to perform, the continued Service vesting requirement set forth under Section 3(A) of this Award then such Change in Control shall be deemed to be satisfieda termination of this Agreement by Enfinity without cause during the Employment Period and the applicable portions of Section 4(b) will apply; however, under such circumstances, the outstanding Restricted Stock Units subject amount of the lump-sum severance payment due to such portion the Executive shall be deemed vestedan amount equal to three times his then applicable base salary, plus any accrued salary and declared but unpaid bonus and reimbursement or expenses, and such Restricted Stock Units the provisions of Section 9 of this Agreement shall be settled at effective for two years following such date. Notwithstanding any statement contained herein to the time(scontrary, Enfinity shall require, as a condition to any transaction constituting a Change in Control, that any successor to all or any portion of Enfinity's business and/or assets expressly assume and agree to perform Section 3(d) otherwise provided of this Agreement in Section 5; provided the same manner and to the same extent that Enfinity would be required to perform it if no such Change in Control constitutes a “change had taken place . (c) In any Change in Control situation, the ownership or effective control” Executive may elect to terminate this Agreement by providing written notice to Enfinity at least five (5) business days prior to the anticipated closing of the Company, or a change “in transaction giving rise to the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”). In such case, outstanding and vested Restricted Stock Units (including any that vest pursuant the applicable provisions of Section 4(b) will apply as though Enfinity had terminated the Agreement without cause during the Employment Period; however, under such circumstances, the amount of the lump-sum severance payment due to the foregoing Executive shall be an amount equal to two times his then applicable base salary, plus any accrued salary and declared but unpaid bonus and reimbursement or expenses, and the provisions of Section 9 of this sentence) and related Dividend Equivalents Agreement shall be settled upon effective for two years following such date. Notwithstanding any statement contained herein to the contrary, Enfinity shall require, as a condition to any transaction constituting a Change in Control, that any successor to all or as soon as practicable after any portion of Enfinity's business and/or assets expressly assume and agree to perform Section 3(d) of this Agreement in the date of same manner and to the same extent that Enfinity would be required to perform it if no such Change in Control had taken place. (d) For purposes of applying Section 4 hereof under the circumstances described in (b) and (c) above, the effective date of termination will be the closing date of the transaction giving rise to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment and all compensation, reimbursements and lump-sum payments due the Executive must be paid in full by Enfinity at or prior to such closing. In addition, immediately prior to any Change in Control, any options or rights to purchase securities of outstanding Restricted Stock Units subject Enfinity held by the Executive shall immediately vest and become and remain fully exercisable and any restrictions or forfeiture provisions applicable to any securities of Enfinity owned beneficially or of record by the Executive (or his spouse or estate) shall immediately lapse, such that the Executive, at his discretion, may exercise such options or rights prior to the Award will not Change in Control and receive the consideration to be made received by the stockholders of Enfinity in connection with the Change in Control, Control or convert such options or rights into options or rights to purchase equivalent securities of the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such acquiring corporation or other entity. (e) A "Change in Control Control" shall be deemed to have occurred if: (with interest for i) any person (as such term is used in Sections 13(d) and 14(d)(2) of the period from Securities Exchange Act of 1934, as amended (the date "Exchange Act")) , other than Enfinity or an employee benefit plan of Enfinity, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act , directly or indirectly, of any voting security of Enfinity and immediately after such Change in Control to acquisition, such person, directly or indirectly, is the applicable payment date at such rate as determined by beneficial owner of voting securities representing 35% or more of the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If total voting power of all of the then-outstanding voting securities of Enfinity and unvested portion has a larger percentage of this Award voting securities of Enfinity than any other person, entity or group holding voting securities of Enfinity, unless the transaction pursuant to which such acquisition is continued made is approved by more than two-thirds (2/3) of the Board; or (ii) the following individuals no longer constitute a majority of the members of the Board: (A) the individuals who, as of the closing date of Enfinity's IPO, constitute the Board (the "Original Directors"); (B) the individuals who thereafter are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of more than two-thirds (2/3) of the Original Directors then still in office (such event directors becoming "Additional Original Directors" immediately following their election); and (C) the individuals who are elected to the Board and whose election, or nomination for election, to the Board was approved by a vote of more than two-thirds (2/3) of the Original Directors and Additional Original Directors then still in office (such directors also becoming "Additional Original Directors" immediately following their election). (iii) there shall be consummated any merger or consolidation of Enfinity in which Enfinity is assumed not the continuing or surviving corporation or pursuant to which shares of Enfinity's capital stock are converted into restricted cash, securities or other property, other than a consolidation or merger of Enfinity in which the holders of Enfinity's voting stock units immediately prior to the consolidation or merger, own at least 50% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction or any Successor Entitysale, lease, exchange or other transfer (in one transaction or a series or transaction contemplated or arranged by any party as a single plan) of all or substantially all of the continued Service requirement set forth assets of Enfinity; or (iv) the stockholders of Enfinity approve a plan of complete liquidation of Enfinity. (f) The Executive must be notified in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such writing by Enfinity at any time that Enfinity or any member of its Board anticipates that a Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this AgreementControl may take place.

Change in Control. Notwithstanding anything to (a) In the contrary event of a Change in Control in which the Restricted Stock Units will not be continued, assumed or substituted with Substitute Awards (as defined below), the Operating Income requirements of the Target Level in Section 3, Section 5 or Section 7 5(c) of this Agreement or any provision shall automatically be deemed satisfied and all of the Plan, Restricted Stock Units not otherwise forfeited shall vest immediately prior to the following provisions shall apply upon Change in Control. (b) In the event of a Change in Control (i) occurring prior to the certification of the achievement of the combined Operating Income for the Company, and (ii) following which the Restricted Stock Units will be continued, assumed or substituted with Substitute Awards, the Operating Income requirements of the Target Level in Section 5(c) of this Agreement shall be automatically deemed satisfied, with such number of Substitute Awards not otherwise forfeited vesting in three equal annual installments as defined set forth in Section 5(c) of this Agreement. (c) In the Employment Agreement): A. If event of a Change in Control occurs (i) occurring following the certification of the achievement of the combined Operating Income for the Company, and (ii) following which the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall will be deemed vestedcontinued, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of substituted with Substitute Awards, any Successor Entity, the continued Service requirement Substitute Awards not otherwise forfeited shall vest in three equal annual installments as set forth in Section 3(A5(b), 5(c) above or 5(d) of this Agreement, as applicable. (and d) If the accelerated vesting provisions Restricted Stock Units are substituted with Substitute Awards as set forth in subclauses (b) or (c) of this Section 7 above) shall continue to apply 6, and within 12 months following such the Change in ControlControl the Grantee is terminated by the Successor (or an affiliate thereof) without Cause or resigns for Good Reason, and any portion of the Award that vests pursuant Substitute Awards not otherwise forfeited shall immediately vest upon such termination or resignation. (e) The following definitions shall apply to such provisions shall be settled as provided in this Section 5 of this Agreement.6:

Change in Control. Notwithstanding anything to (a) Upon a Change in Control of the contrary Corporation as defined in Section 3, Section 5 or Section 7 of this Agreement or any provision 11.1 of the Plan, the following provisions performance objectives shall apply be conclusively deemed to have been attained immediately upon a the occurrence of such Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity Control. The Performance Shares subject to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed released without restriction on transfer to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled Employee at the time(s) otherwise provided in Section 5end of the Performance Period; provided that if provided, however, that, following such Change in Control constitutes but prior to the end of the Performance Period: (i) in the event of the Employee’s death, termination due to permanent disability, retirement after age 55 with ten or more years of full-time service, or involuntary termination other than for Cause, the Performance Shares subject to the Award shall be vested immediately and released without restriction on transfer as soon as administratively practicable; (ii) in the event of the Employee’s resignation or termination for Cause, the Performance Shares subject to the Award shall be forfeited; and (iii) in the event of a “change in the ownership or effective controlCorporation’s capital structure,” the Performance Shares subject to the Award shall be vested immediately and, at the election of the CompanyEmployee, released without restriction on transfer or shall be converted and paid in cash. The amount of the cash payment made under this Section 5 will be an amount equal to the number of Performance Shares subject to the Award multiplied by the highest price per share paid in any transaction reported on the New York Stock Exchange Composite Index: (A) during the sixty (60) day period preceding and including the date of a “change in the Corporation’s capital structure;” or (B) during the sixty (60) day period preceding and including the date of the Change in Control. An Award in Performance Shares or cash shall be paid as soon as administratively practicable following a “change in the Corporation’s capital structure,” but no later than the end of the calendar year in which the change in the Corporation’s capital structure occurs. (b) For purposes hereof, a “change in the Corporation’s capital structure” shall be deemed to have occurred if: (i) the Common Stock is no longer the only class of the Corporation’s common stock; (ii) the Common Stock ceases to be, or a change “is not readily, tradable on an established securities market (in the ownership of a substantial portion of the assets” of the Company United States) within the meaning of Section 409A 409 (l)(1) of the Internal Revenue Code of 1986, as amended; (a “Section 409A Change in Control”)iii) the Corporation issues warrants, outstanding and vested Restricted Stock Units convertible debt, or any other security that is exercisable or convertible into Common Stock, except for rights granted under the Plan; or (including any that vest pursuant iv) the ratio of total debt to total capitalization exceeds 45 percent. Total debt is the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treastotal debt for borrowed money. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A Total capitalization is consolidated total assets of the Code) and not result in any tax, penalty or interest under Section 409A Corporation less consolidated total liabilities of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesCorporation. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award (to the extent outstanding) is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed will vest as of the date of such Change in Control with respect to be satisfied, the outstanding Target Number of Restricted Stock Units subject to such portion shall be deemed vested, and Units. Any such Restricted Stock Units (and any related Dividend Equivalents) that become vested pursuant to this Section 8(A) shall be settled paid at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), the outstanding and vested Restricted Stock Units (including subject to this Award and any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled paid upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding such Restricted Stock Units subject to the this Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. The foregoing provisions do not supersede Section 7(C) to the extent the Grantee’s Service to the Company terminates and such provision is triggered prior to a Change in Control. B. If the then-outstanding and unvested portion of this Award (to the extent then outstanding) is continued following such event a Change in Control or is assumed or converted into restricted stock units of any Successor Entity, the continued performance-based vesting conditions of Section 3 shall no longer apply to this Award, and the Target Number of Restricted Stock Units subject to this Award shall remain eligible to vest on the original Vesting Date (without such date being modified due to the occurrence of the Change in Control), subject to the Grantee remaining continuously in Service requirement set forth with the Company following such Change in Section 3(A) above Control through the Vesting Date (and subject to the accelerated vesting provisions set forth in Section 7 7(A) and 7(B) above); provided, however, that if a termination of the Grantee’s Service described in Section 7(A) or 7(B) above occurs after such Change in Control and prior to the Vesting Date, this Award will vest as of the date of such termination of the Grantee’s Service with respect to the Target Number of Restricted Stock Units. Any Restricted Stock Units (and any related Dividend Equivalents) that vest pursuant to this Section 8(B) shall continue be paid at the time(s) otherwise provided in Section 5. C. If a termination of the Grantee’s Service described in Section 7(A) occurs prior to apply following such a Change in Control, and any portion a Change in Control then occurs within twelve (12) months after such termination of the Grantee’s employment (whether such Change in Control occurs before or after the end of the Performance Period), the Award shall vest on the date of the Change in Control as follows: i. If the Change in Control occurs after the end of the Performance Period, an additional number of Restricted Stock Units subject to this Award shall vest, with the number of Restricted Stock Units vesting equal to the number necessary to cause the total number of Restricted Stock Units subject to this Award that vests pursuant vest (including Restricted Stock Units subject to such provisions this Award that previously vested) equal to the number of Restricted Stock Units subject to this Award that would have vested had the pro-ration provision of Section 7(A) not applied. ii. If the Change in Control occurs on or before the last day of the Performance Period, the Award shall be settled treated as provided in Section 5 8(A) as though it was not continued following such event or assumed or converted into restricted stock units of this Agreementany Successor Entity and the pro-ration provision of Section 7(A) shall not apply.

Change in Control. Notwithstanding anything (a) Unless he elects to terminate this Agreement pursuant to (c) below, Employee understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision rights and obligations of the Plan, Company hereunder. (b) In the following provisions shall apply upon event of a pending Change in Control wherein the Employee has not received written notice at least fifteen (as defined in 15) business days prior to the Employment Agreement): A. If a anticipated closing date of the transaction giving rise to the Change in Control occurs and from the then-outstanding and unvested successor to all or a substantial portion of the Company’s business and/or assets that such successor is willing as of the closing to assume and agree to perform the Company’s obligations under this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity Agreement in the same manner and to the same extent that the Company or a parent thereof (the “Successor Entity”)is hereby required to perform, the continued Service vesting requirement set forth under Section 3(A) of this Award such Change in Control shall be deemed to be satisfieda termination of this Agreement by the Company and the amount of the lump-sum severance payment due to Employee shall be five (5) times the sum of Employee’s annual salary plus maximum bonus opportunity in effect immediately prior to the Change in Control and the non-competition provisions of Section 3 shall not apply whatsoever. Payment shall be made either at closing of the transaction if notice is served at least five (5) days before closing or within ten (10) days of Employee’s written notice. (c) In any Change in Control situation in which Employee has received written notice from the successor to the Company that such pending successor is willing to assume the Company’s obligations hereunder or Employee receives notice after (or within 15 business days prior to) the Change in Control that Employee is being terminated, Employee may nonetheless, at his sole discretion, elect to terminate this Agreement by providing written notice to the Company at any time prior to closing of the transaction and up to two (2) years after the closing of the transaction giving rise to the Change in Control. In such case, the outstanding Restricted amount of the lump-sum severance payment due to Employee shall be five times the sum of Employee’s annual salary plus maximum bonus opportunity in effect immediately prior to the Change in Control and the non-competition provisions of Section 3 shall all apply. Payment shall be made either at closing if notice is served at least five (5) days before closing or within ten (10) days of written notice by Employee. (d) For purposes of applying Section 5 under the circumstances described in (b) and (c) above, the effective date of termination will be the later of the closing date of the transaction giving rise to the Change in Control or Employee’s notice as described above, and all compensation, reimbursements and lump-sum payments due Employee must be paid in full by the Company at such time. Further, Employee will be given sufficient time in order to comply with the Securities and Exchange Commission’s regulations to elect whether to exercise and sell all or any of his vested options to purchase Common Stock Units subject of the Company, including any options with accelerated vesting under the provisions of the Company’s stock option or similar plan, as amended or any warrants, such that he may convert the options or warrants to such portion shares of Common Stock of the Company at or prior to the closing of the transaction giving rise to the Change in Control, if he so desires. (e) A “Change in Control” shall be deemed vestedto have occurred if: (i) any person, and such Restricted Stock Units shall be settled at other than the time(s) otherwise provided Company or an employee benefit plan of the Company, acquires directly or indirectly the Beneficial Ownership (as defined in Section 5; provided that if 13(d) of the Securities Exchange Act of 1934, as amended) of any voting security of the Company and immediately after such Change acquisition such person is, directly or indirectly, the Beneficial Owner of voting securities representing 30% or more of the total voting power of all of the then-outstanding voting securities of the Company; (ii) the individuals (A) who, as of the closing date of the Company’s initial public offering, constitute the Board of Directors of the Company (the “Original Directors”) or (B) who thereafter are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds (2/3) of the Original Directors then still in Control constitutes office (such directors becoming “Additional Original Directors” immediately following their election) or (C) who are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds (2/3) of the Original Directors and Additional Original Directors then still in office (such directors also becoming “change in Additional Original Directors” immediately following their election), cease for any reason to constitute a majority of the ownership members of the Board of Directors of the Company; (iii) the consummation of a merger, consolidation, recapitalization or effective control” reorganization of the Company, a reverse stock split of outstanding voting securities of the Company, or a change “consummation of any such transaction if stockholder approval is not sought or obtained, other than any such transaction which would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being Beneficially Owned by holders of at least 75% of the outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the ownership transaction; or (iv) the consummation of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the assets” Company’s assets (i.e., 50% or more of the total assets of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesCompany’s subsidiaries)). B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything any other provision to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plancontrary, the following provisions shall apply upon will govern in the event of a Change change in Control (control as defined herein. a. A change in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award control shall be deemed to be satisfiedhave occurred if, at any time, (I) substantially all the assets of the Company shall have been sold or transferred by sale, merger or otherwise, or if any "person" (as such term is used in Sections 13(d) or 14(d) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the then-existing outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” securities of the Company, or . b. In the event of a change “in control as defined in Section 6(a) above, Executive shall be entitled to a lump sum payment which shall be equal to two times the ownership Executive's Base Salary and two times the amount equal to the maximum bonus the Executive could have earned under the applicable bonus plan for the year in which such change in control occurs in lieu of a substantial portion payment under the bonus plan. Upon payment of the assets” lump sum provided under this subsection, the obligations of the Company within to employ Executive under this Agreement shall cease. c. In the meaning event of a change in control as defined in Section 409A 6(a) above, all stock options to which Executive has been granted shall immediately vest and become exercisable. Such acceleration of the Code (a “Section 409A Change vesting of stock options shall be in Control”)addition to, outstanding and vested Restricted Stock Units (including shall have no affect on, any that vest payments accrued pursuant to subsection 6(b). d. In the foregoing provisions event of a change in control as defined in Section 6(a) above, the Company shall also pay to Executive an amount equal to the sum of (x) excise taxes imposed on the Executive under Section 4999 of the Internal Revenue Code and (y) income taxes due from the Executive with respect to the payment of the amount in subsection (x) above as well as the payment for income taxes under this subsection 6(d). e. In the event of a change in control as defined in Section 6(a) above, or any successor changes in control thereafter, the payment of all retirement benefits as defined in Section 5(d) of this sentence) Agreement shall become the obligation and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A responsibility of the Code) and not result in any tax, penalty successor company or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth "person" noted in Section 3(A6(a) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to In the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If event that a Change in Control occurs prior to the Vesting Date, prior to the date on which the Award has otherwise expired or been forfeited, and prior to Participant’s Termination Date and either (a) Participant’s Termination Date occurs on or within twenty-four (24) months following the Change in Control due to termination by Prologis or the successor to Prologis or a Related Company which is Participant’s employer for reasons other than Cause, or (b) the Plan is terminated by Prologis or its successor upon or following a Change in Control without provision for the continuation of the Award to the extent then unvested and outstanding, then the Restricted Stock Units and Dividend Equivalent Units, to the extent they have not otherwise expired or been cancelled or forfeited, shall immediately vest and the then-outstanding date of the vesting shall be the “Vesting Date.” Any Restricted Stock Units and unvested portion Dividend Equivalent Units that vest pursuant to this paragraph 11 shall be paid in accordance with the terms and conditions of paragraph 3 above and the other terms and conditions of the Plan. For purposes of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”)paragraph 11, the continued Service vesting requirement set forth under Section 3(A) of this Award Participant’s Termination Date shall be deemed to be satisfiedhave occurred on account of termination by Prologis or the successor to Prologis (or a Related Company) for reasons other than for Cause if Participant terminates employment after, absent the outstanding Restricted Stock Units subject to such portion shall be deemed vestedwritten consent of Participant, and such Restricted Stock Units shall be settled at the time(s(i) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change substantial adverse alteration in the ownership nature of Participant’s status or effective control” of the Company, or a change “responsibilities from those in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant effect immediately prior to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, or (ii) a material reduction in Participant’s annual base salary and target bonus, if any, as in effect immediately prior to the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearingControl. In any event, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entityif, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such upon a Change in Control, and any portion awards in other shares or securities are substituted for outstanding Awards pursuant to Section 4 of the Award that vests pursuant Plan (or a successor provision), and immediately following the Change in Control, Participant becomes employed by the entity into which Prologis merged, or the purchaser of substantially all of the assets of Prologis, or a successor to such provisions entity or purchaser, Participant shall not be settled treated as having terminated employment for purposes of this paragraph 11 until such time as Participant ceases to be an employee and/or ceases to provide services to the merged entity or purchaser (or successor), as applicable. Notwithstanding the foregoing, unless otherwise provided in Section 5 the Plan or by Prologis in its discretion, the Restricted Stock Units and the benefits evidenced by this Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Stock of this AgreementPrologis.

Change in Control. Notwithstanding anything (i) To the extent not sooner vested, expired, or forfeited, all unvested Awards shall vest (and, as to Options, also become exercisable and, as to Performance Share Units, also become Earned Shares) upon the contrary occurrence of a Change in Section 3Control; provided, Section 5 or Section 7 of this Agreement or any provision that Participant must still be an employee of the Plan, Company upon the following provisions occurrence of such Change in Control. The number of Performance Share Units that shall apply become Earned Shares which vest upon the occurrence of a Change in Control shall be equal to the number of Performance Share Units granted as the Target Award. (as defined in the Employment Agreement): A. If a ii) In connection with any Change in Control occurs Control, (a) Participant may exercise Options on a conditional basis, contingent upon the occurrence of such Change in Control, vesting of such Options and the then-outstanding and unvested portion Participant being an employee of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if upon such Change in Control constitutes a “change and (b) GrafTech may, in its sole discretion, without Participant’s consent, cancel any Option (in whole or in part and whether or not vested) and pay Participant the ownership or effective control” excess of (I) the Company, or a change “in the ownership Fair Market Value of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after Share on the date of such Change in Control, over (II) the Exercise Price, multiplied by the number of Shares subject to the Option which is being cancelled. (iii) Notwithstanding anything contained herein, in the Plan or, with respect to any Option, Restricted Stock or Performance Share (including Performance Share Unit) Awards granted under any prior Award Agreement (“Specific Prior Awards”), in such prior Award Agreement, the term “Change in Control” as used herein or as applied to Specific Prior Awards shall have the meaning set forth in the Plan, except that any event or circumstance that would otherwise constitute a Change of Control under Section 2(f)(i) or 2(f)(ii) of the definition of Change in Control in the Plan shall not constitute a Change in Control hereunder or as applied to Specific Prior Awards to the extent that such acceleration of payment can be made event or circumstance results only from a Routine Buy Back (as defined herein) that is not commenced in accordance with Treasresponse to any action or proposal by an Activist Investor (as defined herein). Reg. §1.409A-3(j)(4)(ix) “Activist Investor” means any person who (or other exemption from who is a member of a group that): (I) has filed or is required to file a Schedule 13D under the general prohibitions on accelerations Exchange Act; (II) would be required to file a Schedule 13D under the Exchange Act if determined without regard to the number of payments under Section 409A shares beneficially owned or voting power beneficially held; (III) seeks to effect a “takeover,” a “breakup” or a “change of control” of the CodeCorporation (as commonly understood from time to time by the Board or such Committee) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Board or any Committee based on thereof; or (IV) has been designated by the interest earned Board or any Committee thereof as an “activist shareholder” (as commonly understood from time to time by interest bearingthe Board or such Committee). “Routine Buy Back” means any open market or privately negotiated repurchase of Common Stock by the Corporation pursuant to a management initiated plan or program that is: (X) certified, FDIC insured deposits) as opposed prior to being payable in securities. B. If first commencement thereof, by the then-outstanding Chief Executive Officer and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion Chief Financial Officer of the Award that vests pursuant Corporation serving prior to such provisions shall be settled first proposal thereof, as provided being commenced and conducted in Section 5 the ordinary course of this Agreementbusiness and not as part of a plan or arrangement to effect, or with a view toward effecting, a change in effective management, control or ownership of the Corporation or its business (however effected); and (Y) approved by two-thirds of the directors in office prior to the first proposal thereof who were Present Directors or New Directors (each, as defined in the Plan) prior to first proposal thereof.

Change in Control. Notwithstanding anything (a) In the event of a Change in Control, (so long as the PRU’s are assumed by a Proper Assumption the successor corporation after the consummation of the Change in Control), the Company shall deliver to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision Recipient at the end of the Planoriginal Performance Period, subject to continued employment, the following provisions shall apply upon greater of (i) the Target Amount of Shares subject to the PRU Award or (ii) (A) the calculation of the PRU’s that would have been granted if the financial results and TSR results were measured as such results were at the time of the Change of Control on a pro-forma basis, pro-rated for the amount of the performance period elapsed plus (B) the remainder of the Target Amount of Shares that would have vested after the Change of Control. (b) To the extent that, after a Change in Control, (i) the Recipient’s Continuous Service is terminated without cause within 12 months of a Change in Control, (ii) the Recipient terminates his/her continuous service for Good Reason within 12 months of a Change in Control or (as defined in iii) the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is PRU’s provided for herein are not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made substituted in connection with the Change in ControlControl by a Proper Assumption (as defined herein), the Committee may make provision for such Restricted Stock Units Shares the recipient would have been eligible to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control receive, subject to the applicable payment date at such rate continued employment as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A12(a) above above, shall fully vest. (c) The provisions of this Section 12 supersede any inconsistent provisions with respect to the impact of a Change in Control on the PRU Award made by this Agreement, including, but not limited to Section 5 of any Executive Change in Control Severance Agreement between the Company and the accelerated vesting provisions set forth Recipient. In the event of any such inconsistency, this Agreement shall control. A Proper Assumption shall be defined as an assumption or substitution of awards as such relate to (i) the Company’s stock, (ii) common stock for which the Company’s stock is exchanged at the exchange ratio or for cash consideration provided for the Company’s stock upon the Change in Section 7 aboveControl or (iii) shall continue common stock of a successor or acquirer entity, for which there is a generally recognized U.S. public market, and the awards remain subject to apply following such terms and conditions that are no less favorable to the employee than such terms and conditions that were applicable to the awards prior to the Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to (i) If at any time before the contrary in Section 3PRSUs have Vested or been forfeited, Section 5 and while the Holder is continuously employed by the Company or Section 7 of this Agreement or any provision of the Plana Subsidiary, the following provisions shall apply upon a Change in Control (as defined in occurs, then, except to the Employment Agreement): A. If extent that a Change in Control occurs and the then-outstanding and unvested portion of this Replacement Award is not continued following such event or assumed or converted into restricted stock units of any successor entity provided to the Company Holder in accordance with Section 4(b)(ii) to continue, replace or a parent thereof assume the PRSUs covered by this Agreement (the “Successor EntityReplaced Award”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after on the date of such Change in Control (notwithstanding anything in the Statement of Management Objectives to the contrary): (A) the PRSUs will be earned on the basis of the relative achievement of the applicable Management Objectives determined in accordance with Section 3(a), except that the Performance Period will be deemed to have ended on the date of such Change in Control; and (B) the Holder will Vest in the number of PRSUs earned in accordance with Section 4(b)(i)(A). PRSUs that Vest in accordance with this Section 4(b)(i) will be paid as provided for in Section 6 of this Agreement. (ii) For purposes of this Agreement, a “Replacement Award” means an award (A) of the same type (e.g., performance-based restricted stock units), (B) that has a value at least equal to the value of the Replaced Award, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control or another entity that is affiliated with the Company or its successor following the Change in Control, (D) if the Holder holding the Replaced Award is subject to U.S. federal income tax under the Code, the tax consequences of which to such Holder under the Code are not less favorable to such Holder than the tax consequences of the Replaced Award, and (E) the other terms and conditions of which are not less favorable to the Holder holding the Replaced Award than the terms and conditions of the Replaced Award (including the provisions that would apply for certain qualifying terminations as set forth in Section 4(a) or in the event of a subsequent Change in Control). A Replacement Award may be granted only to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and it does not result in any tax, penalty the Replaced Award or interest under Replacement Award failing to comply with or be exempt from Section 409A of the Code. In connection with any such Change in Control where payment The determination of outstanding Restricted Stock Units subject to whether the Award conditions of this Section 4(b)(ii) are satisfied will not be made in connection with by the Committee, as constituted immediately before the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesits reasonable sole discretion. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything the provisions of Section 1 through Section 4 hereof or the terms of any Change in Control Agreement between you and the Company or a Subsidiary (a “CIC Agreement”), if you have been continuously employed from the grant date specified above until the date that the Change in Control occurs (the “Change in Control Date”) or you are treated, for purposes of such CIC Agreement, to have remained in employment through the contrary Change in Section 3Control Date, Section 5 or Section 7 upon the occurrence of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control your rights in respect of the Performance Units shall be determined as provided in this Section 5. If your employment shall have terminated prior to the Change in Control Date, but at least some of your Performance Units remain outstanding pursuant to Section 4(b) or Section 4(c), your rights in respect of your outstanding Performance Units shall be determined as provided in this Section 5. (as defined in the Employment Agreement): A. a) If a Change in Control occurs occurs, the Performance Period shall be deemed to end on the Change in Control Date. The determination of whether, and to what extent, the Performance Objective is achieved is based on actual performance against the stated performance criteria through the Change in Control Date and the then-number of Earned Performance Units will be equal to your Initial Performance Units multiplied by the percentage under the applicable “Percentage of Initial Performance Units Earned” column of Appendix A based on such performance through the Change in Control Date. In the event that you had Performance Units that remained outstanding and unvested portion of this Award is not continued following such event pursuant to Section 4(b) or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”4(c), the continued Service resulting Earned Performance Units will also be multiplied by any applicable Pro-Rata Fraction. (b) The Earned Performance Units will be converted into time-based Restricted Stock Unit awards on a one-for-one basis. (c) With respect to each outstanding Restricted Stock Unit, the Company shall credit a book entry account with an amount equal to the amount of any cash dividend paid following the Change in Control Date on one share of Common Stock (or any other security in lieu of Common Stock pursuant to Section 5(g)). The amount credited to such book entry account shall be payable to you at the same time or times, and subject to the same terms and conditions as are applicable to, your Restricted Stock Units. (d) Subject to any acceleration or forfeiture events described within Section 4, each outstanding Restricted Stock Unit shall ▇▇▇▇▇ ▇▇▇▇ on the last day of the Performance Period (determined without regard to the occurrence of the Change in Control; i.e., vesting requirement set forth under will not accelerate solely on account of the Change in Control). (e) In the event that your employment with the Company and each of its Subsidiaries by which you are employed is terminated following the Change in Control Date and prior to the end of the Performance Period (determined without regard to the occurrence of the Change in Control): (i) Section 3(A4 shall be applied after giving effect to the conversion of your Performance Units into Restricted Stock Units in accordance with this Section 5 (e.g., the term “Initial Performance Units” within Section 4(a)(i) shall be replaced with “Restricted Stock Units”), (ii) for purposes of paragraph (c) of this Award Section 4, a “Termination for Good Reason” shall include a termination by you due to Forced Relocation (as such term is defined in the Termination Agreement, if applicable), (iii) for purposes of paragraphs (a) and (c) of Section 4, the Pro-Ration Fraction shall be deemed to be satisfied100%, and (iv) none of the outstanding Restricted conditions set forth in items (ii))-(iv) of Section 4(b) or the covenants contained in items (v) and (vi) of Section 4(b) shall apply. (f) In the event that your employment with the Company and each of its Subsidiaries by which you are employed is terminated following the Change in Control Date and prior to the end of the Performance Period (determined without regard to the occurrence of the Change in Control) and shares of Common Stock Units become distributable to you pursuant to paragraphs (a), (b) or (c) of Section 4 and of this Section 5, subject to such portion shall be deemed vestedthe following paragraph (g), and such vested Restricted Stock Units shall be settled at in shares of Common Stock, as follows: (i) If you are not a Section 409A Participant, the time(sapplicable shares shall be paid to you immediately (and in no event later than 30 days) otherwise provided following the earliest to occur of (x) the last day of the Performance Period (determined without regard to the occurrence of the Change in Control), (y) the termination of your employment relationship with the Company and each of its Subsidiaries, and (z) your death. (ii) If you are a Section 5; provided that if such 409A Participant, the Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code and the regulations and other authoritative guidance promulgated thereunder (a “Section 409A Change in Control’), and your termination of employment occurs within the two year period immediately following such 409A Change in Control, then the applicable shares shall be paid to you immediately (and in no event later than 30 days) following the earliest to occur of (x) the last day of the Performance Period (determined without regard to the occurrence of the Change in Control), (y) the date that is six months and one day following the date of your separation from service with the Company (determined in accordance with the Company’s written and generally applicable policies regarding what constitutes a “separation from service” within the meaning of Section 409A of the Code and the regulations and other authoritative guidance promulgated thereunder) (“Separation from Service”), outstanding and vested (z) your death. (iii) If you are a Section 409A Participant, and either the Change in Control does not constitute a 409A Change in Control, or your termination of employment does not occur within the two year period immediately following a 409A Change in Control, then the applicable shares shall be paid to you immediately (and in no event later than 30 days) following the earliest to occur of (x) the last day of the Performance Period (determined without regard to the occurrence of the Change in Control) and (y) your death. (g) Notwithstanding anything else contained in this Section 5 to the contrary, if the Change in Control involves a merger, reclassification, reorganization or other similar transaction pursuant to which the Common Stock is exchanged for stock of the surviving corporation in such merger, the successor to the corporation or the direct or indirect parent of such a corporation (collectively, the “Successor Corporation”) or other securities, cash or property, then instead of each share of Common Stock, your Restricted Stock Units shall relate to and be settled in the same consideration (including whether stock, securities, cash or other property) payable or distributable in such transaction in respect of a share of Common Stock. Any property distributed pursuant to this Section 5, whether in shares of the Successor Corporation or otherwise, shall in all cases be freely transferable without any restriction (other than any such restriction that vest may be imposed at applicable law), and any securities issued hereunder shall be listed for trading on a U.S. national securities exchange and registered to trade under Section 12(b) of the 1934 Act, and shall have been registered under the Securities Act of 1933, as amended (the “1933 Act”). (h) Notwithstanding anything else contained in this Section 5 to the contrary, the Committee may elect, at its sole discretion by resolution adopted prior to the Change in Control Date, to satisfy your rights in respect of the Performance Units (as determined pursuant to the foregoing provisions of this sentenceSection 5), in whole or in part, by making a cash payment to you within 5 business days of the vesting date in respect of all or any portion of the Earned Performance Units or Restricted Stock Units, as applicable, as the Committee shall determine. Any cash payment for any Earned Performance Units or Restricted Stock Units shall be equal to the Fair Market Value of the number of shares of Common Stock or other property as described in Section 5(g) into which it would convert, determined on the vesting date. (i) Notwithstanding anything else contained in this Section 5 to the contrary, in the event that this Award is not Assumed (as defined below) upon a Change in Control, then all of the Earned Performance Units calculated pursuant to Section 5(a) of this Agreement shall become unconditionally vested and related Dividend Equivalents unrestricted immediately prior to the Change in Control. The Earned Performance Units shall be settled upon in shares of Common Stock (or, if Section 5(g) applies above, in the securities, cash or as soon as practicable after the date other property provided pursuant to Section 5(g)), a cash settlement pursuant to Section 5(h), or a combination of such equity and cash, in accordance with the timing of settlement of the Change in Control consideration provided to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Common Stock Units subject to the Award will not be made holders generally in connection with the Change in Control event; provided, however, that in the event the Change in Control does not constitute a 409A Change in Control, and you are a 409A Participant, your settlement of the Committee may make provision for applicable Earned Performance Shares shall be paid to you immediately following (and not later than 5 business days) the first to occur of: (i) a 409A Change in Control; (ii) the date that is six months and one day following the date of your Separation from Service; or (iii) the end of the Performance Period (determined without regard to the occurrence of the Change in Control). For purposes of this Agreement, the term, “Assumed,” means that, prior to or concurrently with the consummation of the transaction resulting in a Change in Control, either (i) this Agreement is expressly affirmed by the Company or (ii) the contractual obligations represented by this Agreement are expressly (and not merely by operation of law) assumed by the surviving or successor corporation or entity to the Company, or any parent or subsidiary of either thereof, or any other corporation or entity that is a party to the transaction resulting in the Change in Control, in connection with such Restricted Stock Units Change in Control, with appropriate adjustments to become payable in cash based on the Fair Market Value number and kind of a share securities of Common Stock such surviving or successor corporation or entity, or such other applicable parent, subsidiary, corporation or entity, subject to this Award, which preserves the compensation element of this Agreement existing at the time of such Change in Control Control, and provides for subsequent payout in accordance with the same (or more favorable) payment and vesting schedule applicable to this Award, as determined in accordance with interest the instruments evidencing the agreement to assume this Agreement; provided, however, that in no event will this Agreement be deemed to be “Assumed” unless the assumption is made by the entity that will be the issuer of the securities, cash or other property provided in exchange for Common Stock in the period from the date of such Change in Control to the applicable payment date at such rate as determined transaction in question. The determination of comparability for this purpose shall be made by the Committee based on prior to the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions its determination shall be settled as provided in Section 5 of this Agreementfinal, binding and conclusive.

Change in Control. Notwithstanding anything to the contrary contained in Section 37.2 hereof, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined change in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion ownership, or effective control of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” Company's assets (any one of the Company within the meaning of Section 409A of the Code (a “Section 409A which shall be referred to herein as "Change in Control”"), outstanding and vested Restricted Stock Units in the event Employee's employment is terminated either voluntarily or involuntarily within three (including any that vest pursuant to the foregoing provisions 3) months of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units Company shall immediately pay to become payable in cash based on Employee the Fair Market Value Base Salary, that portion of a share Employee's Minimum Bonus which shall have been earned but unpaid as of Common Stock at the time of such Change in Control (with interest assuming that the Minimum Bonus shall have been earned on a daily basis and, but for the period from a Change in Control, payable only on a quarterly basis), Employee's accrued vacation and reimbursable expenses through the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any an amount equal to three (3) times the total compensation received by Employee during the immediately preceding calendar year (the "Change in Control Bonus"); provided, however, that, if applicable, the amount of the Change in Control Bonus shall be reduced so that no portion of the Award that vests pursuant to such provisions Change in Control Bonus shall be settled deemed to be an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986, as provided amended, or any replacement statute. The determination of the existence of an "excess parachute payment" shall be made by the Company's independent accountants who prepare and file the federal income tax returns for the Company. In addition, any options to purchase the common stock of the Company previously granted to Employee and not otherwise vested shall be fully vested as of the date of the Change in Section 5 of this Agreement.Control. The Company shall pay the expenses incurred by such

Change in Control. Notwithstanding anything (i) Upon a Change in Control occurring during the fifth-year period described in Section 1(a) above while Grantee is an employee of the Company or a Subsidiary, to the contrary in Section 3, Section 5 or Section 7 of extent the Common Shares covered by this Agreement or and any provision Deferred Cash Dividends accumulated with respect thereto have not been forfeited, the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto shall immediately become nonforfeitable (except to the extent that a Replacement Award is provided to Grantee for such Common Shares and Deferred Cash Dividends). If Grantee is deemed to be in the continuous employ of the PlanCompany or a Subsidiary pursuant to Section 1(b), the following provisions shall apply 2(c) or 2(d), then, upon a Change in Control prior to the fifth anniversary of the Date of Grant, the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto will immediately become nonforfeitable, except that to the extent that Section 2(d) applies, the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto will immediately become nonforfeitable only to the extent that the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto would have become nonforfeitable during the severance period pursuant to Section 2(d). (ii) For purposes of this Agreement, a “Replacement Award” shall mean an award (A) of deferred shares, (B) that has a value at least equal to the value of the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto, (C) that relates to publicly traded equity securities of the Company or its successor in the Change in Control (or another entity that is affiliated with the Company or its successor following the Change in Control) (the "Successor"), (D) the tax consequences of which, under the Code, if Grantee is subject to U.S. federal income tax under the Code, are not less favorable to Grantee than the tax consequences of the Common Shares covered by this Agreement and any Deferred Cash Dividends accumulated with respect thereto, (E) that becomes nonforfeitable in full upon a termination of Grantee’s employment with the Company or its Successor in the Change in Control (or another entity that is affiliated with the Company or the Successor for Good Reason by Grantee or without Cause (as defined in the Employment Agreement): A. If a Change in Control occurs and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to Section 2(d)) by the Company or the Successor within a parent thereof (period of two years after the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (F) the other terms and conditions of which are not less favorable to Grantee than the terms and conditions of the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with respect thereto (including any the provisions that vest pursuant to would apply in the foregoing provisions event of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such a subsequent Change in Control Control). A Replacement Award may be granted only to the extent such acceleration it conforms to the requirements of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ixTreasury Regulation 1.409A-3(i)(5)(iv)(B) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and otherwise does not result in the Common Shares covered by this Agreement and any taxDeferred Cash Dividends then accumulated with respect thereto, penalty or interest under the Replacement Award, failing to comply with Section 409A of the Code. In connection Without limiting the generality of the foregoing, the Replacement Award may take the form of a continuation of the Common Shares covered by this Agreement and any Deferred Cash Dividends then accumulated with any such Change in Control where payment respect thereto if the requirements of outstanding Restricted Stock Units subject to the Award preceding sentence are satisfied. The determination of whether the conditions of this Section 2(b)(ii) are satisfied will not be made in connection with by the Committee, as constituted immediately before the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesits sole discretion. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything (a) Unless he elects to terminate this Agreement pursuant to (c) below, Employee understands and acknowledges that the Company may be merged or consolidated with or into another entity and that such entity shall automatically succeed to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision rights and obligations of the Plan, Company hereunder. (b) In the following provisions shall apply upon event of a pending Change in Control wherein the Employee has not received written notice at least fifteen (as defined in 15) business days prior to the Employment Agreement): A. If a anticipated closing date of the transaction giving rise to the Change in Control occurs and from the then-outstanding and unvested successor to all or a substantial portion of the Company’s business and/or assets that such successor is willing as of the closing to assume and agree to perform the Company’s obligations under this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity Agreement in the same manner and to the same extent that the Company or a parent thereof (the “Successor Entity”)is hereby required to perform, the continued Service vesting requirement set forth under Section 3(A) of this Award such Change in Control shall be deemed to be satisfieda termination of this Agreement by the Company and the amount of the lump-sum severance payment due to Employee shall be 3.64 times the sum of Employee’s annual salary plus maximum bonus opportunity in effect immediately prior to the Change in Control and the non-competition provisions of Section 3 shall not apply whatsoever. Payment shall be made either at closing of the transaction if notice is served at least five (5) days before closing or within ten (10) days of Employee’s written notice. (c) In any Change in Control situation in which Employee has received written notice from the successor to the Company that such pending successor is willing to assume the Company’s obligations hereunder or Employee receives notice after (or within 15 business days prior to) the Change in Control that Employee is being terminated, Employee may nonetheless, at his sole discretion, elect to terminate this Agreement by providing written notice to the Company at any time prior to closing of the transaction and up to two (2) years after the closing of the transaction giving rise to the Change in Control. In such case, the outstanding Restricted amount of the lump-sum severance payment due to Employee shall be 3.64 times the sum of Employee’s annual salary plus maximum bonus opportunity in effect immediately prior to the Change in Control and the non-competition provisions of Section 3 shall all apply. Payment shall be made either at closing if notice is served at least five (5) days before closing or within ten (10) days of written notice by Employee. (d) For purposes of applying Section 5 under the circumstances described in (b) and (c) above, the effective date of termination will be the later of the closing date of the transaction giving rise to the Change in Control or Employee’s notice as described above, and all compensation, reimbursements and lump-sum payments due Employee must be paid in full by the Company at such time. Further, Employee will be given sufficient time in order to comply with the Securities and Exchange Commission’s regulations to elect whether to exercise and sell all or any of his vested options to purchase Common Stock Units subject of the Company, including any options with accelerated vesting under the provisions of the Company’s stock option or similar plan, as amended or any warrants, such that he may convert the options or warrants to such portion shares of Common Stock of the Company at or prior to the closing of the transaction giving rise to the Change in Control, if he so desires. (e) A “Change in Control” shall be deemed vestedto have occurred if: (i) any person, and such Restricted Stock Units shall be settled at other than the time(s) otherwise provided Company or an employee benefit plan of the Company, acquires directly or indirectly the Beneficial Ownership (as defined in Section 5; provided that if 13(d) of the Securities Exchange Act of 1934, as amended) of any voting security of the Company and immediately after such Change acquisition such person is, directly or indirectly, the Beneficial Owner of voting securities representing 30% or more of the total voting power of all of the then-outstanding voting securities of the Company; (ii) the individuals (A) who, as of the closing date of the Company’s initial public offering, constitute the Board of Directors of the Company (the “Original Directors”) or (B) who thereafter are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds (2/3) of the Original Directors then still in Control constitutes office (such directors becoming “Additional Original Directors” immediately following their election) or (C) who are elected to the Board of Directors of the Company and whose election, or nomination for election, to the Board of Directors of the Company was approved by a vote of at least two-thirds (2/3) of the Original Directors and Additional Original Directors then still in office (such directors also becoming “change in Additional Original Directors” immediately following their election), cease for any reason to constitute a majority of the ownership members of the Board of Directors of the Company; (iii) the consummation of a merger, consolidation, recapitalization or effective control” reorganization of the Company, a reverse stock split of outstanding voting securities of the Company, or a change “consummation of any such transaction if stockholder approval is not sought or obtained, other than any such transaction which would result in at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction being Beneficially Owned by holders of at least 75% of the outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the ownership transaction; or (iv) the consummation of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a substantial portion of the assets” Company’s assets (i.e., 50% or more of the total assets of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesCompany’s subsidiaries)). B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this Agreement.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 (a) For purposes of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control shall occur upon any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)) first becoming after the Effective Date a “beneficial /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Executive /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Corporation owner” (as defined in Rule 13d under the Employment Agreement):Exchange Act), directly or indirectly, of securities of the Corporation representing 40% or more of the combined voting power of the Corporation’s then outstanding securities. A. If (b) Executive agrees that, subject to the provisions of this Section 5, in the event of a Change in Control occurs and of the then-outstanding and unvested portion Corporation occurring after the Effective Date, Executive will remain in the employ of this Award is not continued the Corporation until the later of 38 months following such event or assumed or converted into restricted stock units of any successor entity to the Company Effective Date or a parent thereof period of twenty-four (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A24) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period months from the date of such Change in Control to the applicable payment date Control. The Corporation may terminate Executive’s employment at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued any time following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such a Change in Control, however any such termination of employment prior to the later of 38 months following the Effective Date or a period of twenty-four (24) months following the Change in Control, shall be deemed for purposes of this Agreement to constitute a termination in conjunction with the Change in Control. (c) Upon termination of Executive’s employment in conjunction with a Change in Control: (1) If Executive’s employment shall be terminated (a) by the Corporation other than for Cause, or (b) by Executive for Good Reason as defined below, then Executive shall be entitled to compensation and severance benefits as provided below: (A) The Corporation shall pay Executive, through the date of termination, the Executive’s salary as in effect at the time the notice of termination is given and any portion other form or type of compensation otherwise payable for such period including but not limited to prorated bonus; (B) The Corporation shall also provide a monthly severance benefit determined on the basis of twelve (12) months of Executive’s monthly base salary, as defined in Section 3(a), as of the Award that vests pursuant to such provisions date of termination. The severance benefit shall be settled paid in installments, each equal to Executive’s monthly base salary as provided of the date of termination, net of any required withholdings, for a period of twelve (12) months from the date of Executive’s termination of employment, or until such earlier date as the President or Chief Executive Officer of the Corporation has made a determination based on substantial evidence that Executive has materially violated any of the provisions of Sections 8, 9, 10 or 11, whichever occurs earlier. Any severance payment owed to Executive which is more than thirty (30) days in Section 5 arrears (the “late date”) shall be credited with interest from such late date at a rate of ten percent (10%) per annum. /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Executive /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Corporation (2) Executive shall be entitled to terminate his employment in conjunction with a Change in Control for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the failure of the Corporation to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, in accordance with Section 14.

Change in Control. Notwithstanding anything to In the contrary in Section 3, Section 5 or Section 7 event of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in Section 1.3, the Employment Bank shall take all actions necessary to ensure that such corporation or transferee is bound by the provisions of this Agreement): A. If . In the event Executive’s employment is terminated (or “constructively terminated”) prior to the First Retirement Date as a result of or with or within one (1) year following a Change in Control, Executive shall be one hundred percent (100%) vested in the amount of the retirement benefits described in Section 2.1 of this Agreement which would have been due had Executive retired at age seventy (70). In such event, Executive shall receive his retirement benefits as described in the preceding sentence, beginning at age seventy (70), in equal installments in the manner specified in Section 2.1 of this Agreement. In the event Executive is terminated or constructively terminated following a Change in Control occurs between the First Retirement Date and the then-outstanding Last Retirement Date, Executive shall be entitled to receive the full retirement benefits which would have been due to him had he retired on the Next Future Retirement Date, and unvested portion would begin to receive such benefits on that Retirement Date. For purposes of this Award is not continued following such event Agreement, “constructive termination” shall include: (i) any decrease in salary or assumed or converted into restricted stock units of any successor entity benefits below those in effect for Executive immediately prior to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units (ii) any demotion to become payable in cash based on the Fair Market Value a position below that of an executive officer, or (iii) any relocation of Executive to a share location more than fifty (50) miles from that of Common Stock at the time his principal place of such Change in Control (with interest for the period from the date of such Change in Control business immediately prior to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control. Notwithstanding the prior paragraph, and any portion of the Award that vests no payment shall be made to Executive pursuant to this Agreement to the extent that such provisions payment, when aggregated with all other payments considered for purposes of calculating a parachute payment, results in an excess parachute payment as defined under Internal Revenue Code Section 280G (“Section 280G”); provided, however, that Bank and Executive agree to cooperate with each other and use all reasonable efforts to minimize the impact of Section 280G to the fullest extent possible. If the Internal Revenue Service or any other tax authority makes any claim, demand or assessment in any form based directly or indirectly, in whole or in part, on the allegation that any payment under this Agreement and/or any other payment by the Bank to or for the benefit of Executive at any time constitutes a “parachute payment” under Section 280G or any similar or successor provision of federal or state law, Executive agrees that the Bank, its successors and assigns shall have no obligation, whether for defense, indemnification, reimbursement or otherwise, with respect to such claim, demand or assessment. No benefit payments provided in this Section 5 shall be settled as made to Executive, or Executive’s designated beneficiary, surviving spouse or estate, if Executive is entitled to benefits provided in Section 5 by any other section of this Agreement.

Change in Control. Notwithstanding anything to (a) In the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon a Change in Control (as defined in the Employment Agreement): A. If event a Change in Control occurs before the end of the Performance Period, unless otherwise determined by the Administrator in its discretion and subject to Section 5(b), the then-outstanding and unvested portion of this Award is not continued following such event or assumed or PSUs shall be converted into time-vesting restricted stock units of any successor entity to or such other rights as determined by the Company or a parent thereof Administrator (collectively, “RSUs”) as follows. If the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change occurs prior to the last day of the first fiscal year in the ownership Performance Period, the number of RSUs shall equal the PSUs that would have been earned based on achievement at the Target Sales Growth Goal and the Target EBITDA Goal. If the Change in Control occurs on or effective control” after the first day of the Company, or a change “second fiscal year in the ownership Performance Period, the number of a substantial portion RSUs shall equal the number of PSUs that are earned through the date of the assets” of Change in Control as determined by the Company within Administrator in its discretion based on actual performance (using the meaning of Section 409A of annual goals for the Code (a “Section 409A three fiscal years in the Performance Period taken into account by the Administrator in determining the Sales Growth and Adjusted EBITDA goals for the entire Performance Period) through the day immediately preceding the Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents . Any such RSUs shall be settled upon or as soon as practicable after eligible to vest on the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units Vesting Date subject to the Award will not be made in connection with Participant remaining continuously employed by the Employer through that date; provided, however, that if the Participant’s Termination of Employment is by the Employer without Cause within 12 months following the Change in Control, the Committee may make provision RSUs shall vest upon such termination. (b) Notwithstanding Section 5(a), if the PSUs (or, as applicable, RSUs) are not continued, assumed or substituted for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for Control, the period from the date of such Change in Control PSUs shall be earned to the applicable payment date at such rate as extent determined by the Committee based on Administrator (taking into account the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth principles in Section 3(A5(a) above (and for conversion to RSUs), such earned PSUs shall vest upon the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion the Participant will receive with respect to such PSUs either (i) the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Shares for each Share held on the effective date of the Award that vests pursuant Change in Control, (ii) common stock of the successor to such provisions shall be settled the Company with a value equal to the Change in Control Price, or (iii) cash equal to the Change in Control Price, as provided determined by the Administrator in Section 5 of this Agreementits discretion.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon (a) If a Change in Control (as defined hereinafter defined) shall occur prior to a Conversion Trigger Event, and, as a result of such Change in Control the Employment Agreement):Shares cease to be convertible into an equity security that is listed on a stock exchange or authorized for quotation on an automated quotation system, then each holder of Shares shall have the right to require that the Company purchase such holder’s Shares, in whole or in part, out of Company Funds legally available therefore under the JCL (the “Legally Available Funds”) and subject to necessary procedures under the JCL at a cash purchase price (a “Change in Control Payment”) in an amount equal to 100% of the liquidation preference of such Shares, plus accrued and unpaid dividends (including on any Additional Dividends, if any, to the date of purchase, pursuant to the offer described below (the “Change in Control Offer”) and the other procedures set forth herein. A. If (b) Within the time period specified in subsection 9.18(d), the Company shall mail a notice to each holder of Shares, with the following information: (i) a Change in Control occurs Offer is being made pursuant to this Section 9.18 and the then-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity that all Shares properly tendered pursuant to the Company or a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes Offer will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed, except as may be otherwise required by applicable Law (the “Change in Control Payment Date”); (iii) any Shares not properly tendered will remain outstanding and continue to accrue dividends; (iv) unless the Company defaults in making the Change in Control Payment, all Shares accepted for payment pursuant to the Change in Control Offer will cease to accumulate dividends on the Change in Control Payment Date; (v) holders of Shares electing to have any Shares purchased pursuant to a “change Change in Control Offer will be required to surrender such Shares, properly endorsed for transfer, to the transfer agent for the Shares at the address specified in the ownership or effective control” notice prior to the close of business on the third Business Day preceding the Change in Control Payment Date; (vi) holders of Shares will be entitled to withdraw their tendered Shares and their election to require the Company to purchase such Shares, provided that the transfer agent receives, not later than the close of business on the last day of the Companyoffer period, a telegram, telex, facsimile transmission or letter setting forth the name of the holder of Shares, the number of Shares tendered for purchase, and a change “statement that such holder is withdrawing his tendered Shares and his election to have such Shares purchased; and (vii) that holders whose Shares are being purchased only in part will be issued, to the ownership of extent applicable, a substantial new certificate or certificates for Shares equal in number to the unpurchased portion of the assets” Shares surrendered. (c) On the Change in Control Payment Date, the Company shall, to the extent permitted by Law, (i) accept for payment all Shares properly tendered pursuant to the Change in Control Offer, (ii) deposit with the transfer agent for the Shares an amount in cash equal to the aggregate Change in Control Payment in respect of all Shares so tendered and (iii) deliver, or cause to be delivered, to such transfer agent for cancellation the Shares so accepted. The Company shall promptly mail, or cause to be mailed, to each holder of Shares the Change in Control Payment for such Shares, and new Shares equal in aggregate liquidation preference to any unpurchased portion of Shares surrendered, if any. (d) The Company shall mail the notice referred to in Section 9.13(b) above not later than 60 days after learning of a Change in Control specified in Section 9.15(e)(i) or (ii) below or not more than 60 days after an occurrence specified in Section 9.15(e)(iii) (such 60th day being the “Notice Trigger Date”). Prior to making a Change in Control Offer, but in any event not later than the Notice Trigger Date, the Company covenants to (i) repay in full all indebtedness under agreements containing change of control puts or defaults (and terminate all commitments thereunder) or offer to repay in full all such indebtedness (and terminate all commitments) and to repay the indebtedness owed to (and terminate the commitments of) each creditor which has accepted such offer or (ii) obtain the requisite consents in respect of such indebtedness to permit the purchase of Shares. The Company will first comply with the covenant in the preceding sentence before it will be required to repurchase Shares pursuant to the provisions described below. (e) The occurrence of any of the Company following events will constitute a “Change in Control”: (i) any person or group within the meaning of Section 409A 13(d)(3) of the Code Securities Exchange Act of 1934 (the “1934 Act”) other than RHJI (an “other entity”) shall attain beneficial ownership, within the meaning of Rule 13d-3 adopted under the 1934 Act, of capital stock representing a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A majority of the Code) and not result in any tax, penalty or interest under Section 409A voting power for the election of the Code. In connection Directors of the Company; or (ii) the Company, directly or indirectly, consolidates or merges with any other entity or sells or leases it properties and assets substantially as an entirety to any other entity, and, immediately following such Change in Control where payment transaction, a person or group, within the meaning of outstanding Restricted Stock Units subject to Section 13(d)(3) of the Award will not be made in connection with 1934 Act, other than RHJI, beneficially owns capital stock representing a majority of the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest voting power for the period from the date election of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion Directors of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 of this AgreementCompany.

Change in Control. Notwithstanding anything (a) In the event of a termination of the Officer’s employment in connection with, or within twenty-four (24) months after, a “Change in Control” (as defined in Subparagraph (d) below) of ACB other than for Cause (as defined in Paragraph 8), the Officer shall be entitled to receive liquidated damages as set forth in Subparagraph (c) below. Said sum shall be payable as provided in Subparagraph (e) below. (b) In addition to any rights the contrary in Section 3, Section 5 or Section 7 of Officer might have to terminate this Agreement or contained in Paragraph 8, the Officer shall have the right to terminate this Agreement upon the occurrence of any provision of the Plan, following events (the “Termination Events”) within twenty-four months following provisions shall apply upon a Change in Control of ACB: (i) Officer is assigned any duties and/or responsibilities that are inconsistent with or constitute a demotion or reduction in his position, duties, responsibilities or status at the time of the Change in Control or with his reporting responsibilities or titles with the Bank or ACB in effect at such time, regardless of Officer’s resulting position; or (ii) Officer’s annual base salary rate is reduced below the annual amount in effect as defined in of the Employment Agreement): A. If effective date of a Change in Control occurs and or as the then-outstanding and unvested portion of this Award is not continued same shall have been increased from time to time following such event effective date; or assumed (iii) Officer’s life insurance, medical or converted into restricted hospitalization insurance, disability insurance, stock units of any successor entity options plans, stock purchase plans, deferred compensation plans, management retention plans, retirement plans or similar plans or benefits being provided by the Bank or ACB to the Company Officer as of the effective date of the Change in Control are reduced in their level, scope or coverage, or any such insurance, plans or benefits are eliminated, unless such reduction or elimination applies proportionately to all salaried employees of the Bank or ACB who participated in such benefits prior to such Change in Control; or (iv) Officer is transferred to a parent thereof location which is more than twenty (20) miles from his current principal work location without the “Successor Entity”), the continued Service vesting requirement set forth under Section 3(A) of this Award Officer’s express written consent. A Termination Event shall be deemed to be satisfiedhave occurred on the date such action or event is implemented or takes effect. (c) In the event that the Officer terminates this Agreement pursuant to this Paragraph 10, the outstanding Restricted Stock Units subject Bank will be obligated to pay or cause to be paid to Officer liquidated damages in an amount equal to 1.5 times the Officer’s “base amount” as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). (d) For the purposes of this Agreement, the term Change in Control shall mean any of the following events: (i) after the effective date of this Agreement, any “person” (as such portion term is defined in Section 7(j)(8)(A) of the Change in Bank Control Act of 1978), directly or indirectly, acquires beneficial ownership of voting stock, or acquires beneficial ownership of voting stock, or acquires irrevocable proxies or any combination of voting stock and irrevocable proxies, representing twenty-five percent (25%) or more of any class of voting securities of ACB, or acquires control of, in any manner, the election of a majority of the directors of ACB; or (ii) ACB consolidates or merges with or into another corporation, association or entity, or is otherwise reorganized, where ACB is not the surviving corporation in such transaction; or (iii) all or substantially all of the assets of ACB are sold or otherwise transferred to or are acquired by any other corporation, association or other person, entity or group; Notwithstanding the other provisions of this Paragraph 10, a transaction or event shall not be considered a Change in Control if, prior to the consummation or occurrence of such transaction or event, Officer and Bank agree in writing that the same shall not be treated as a Change in Control for purposes of this Agreement. (e) Such amounts payable pursuant to this Paragraph 10 shall be paid, at the option of the Officer, either in one lump sum or in equal monthly payments following termination of this Agreement. (f) Following a Termination Event which gives rise to Officer’s rights hereunder, the Officer shall have twelve (12) months from the date of occurrence of the Termination Event to terminate this Agreement pursuant to this Paragraph 10. Any such termination shall be deemed vested, and such Restricted Stock Units shall be settled at to have occurred only upon delivery to the time(sBank or ACB (or to any successor corporation or other successor) otherwise provided in Section 5; provided that if such of written notice of termination which describes the Change in Control constitutes a “change in and the ownership or effective control” Termination Event. If Officer does not so terminate this Agreement within such twelve-month period, he shall thereafter have no further rights hereunder with respect to that Termination Event, but shall retain rights, if any, hereunder with respect to any other Termination Event as to which such period has not expired. (g) It is the intent of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any parties hereto that vest all payments made pursuant to this Agreement be deductible by the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) Bank for federal income tax purposes and not result in the imposition of an excise tax on the Officer. Notwithstanding anything contained in this Agreement to the contrary, any tax, penalty payments to be made to or interest under for the benefit of the Officer which are deemed to be “parachute payments” as that term is defined in Section 409A 280G of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject , shall be modified or reduced to the Award will not extent deemed to be made in connection with necessary by the Change in Control, Directors to avoid the Committee may make provision for such Restricted Stock Units to become payable in cash based imposition of excise taxes on the Fair Market Value Officer under Section 4999 of the Code or the disallowance of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control deduction to the applicable payment date at such rate as determined by Bank under Section 280(a) of the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securitiesCode. B. If (h) In the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, dispute shall arise between the continued Service requirement set forth in Section 3(A) above (Officer and the accelerated vesting provisions set forth in Section 7 above) shall continue Bank as to apply following such Change in Control, and any portion of the Award that vests pursuant to such provisions shall be settled as provided in Section 5 terms or interpretation of this Agreement, including this Paragraph 10, whether instituted by formal legal proceedings or otherwise, including any action taken by the Officer to enforce the terms of this Paragraph 10 or in defending against any action taken by the Bank, the Bank shall reimburse the Officer for all costs and expenses, proceedings or actions, in the event the Officer prevails in any such action.

Change in Control. (a) Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any other provision of the Plan, in the following provisions event of a Change in Control, unless the Administrator elects to (i) terminate an Award in exchange for cash, rights or property, or (ii) cause an Award to become fully exercisable and no longer subject to any forfeiture restrictions prior to the consummation of a Change in Control, pursuant to Section 9.2, (A) such Award (other than any portion subject to performance-based vesting) shall apply upon continue in effect or be assumed or an equivalent Award substituted by the successor corporation or a parent or subsidiary of the successor corporation and (B) the portion of such Award subject to performance-based vesting shall be subject to the terms and conditions of the applicable Award Agreement and, in the absence of applicable terms and conditions, the Administrator’s discretion. (b) In the event that the successor corporation in a Change in Control refuses to assume or substitute for an Award (as defined in the Employment Agreement): A. If a Change in Control occurs and the thenother than any portion subject to performance-outstanding and unvested portion of this Award is not continued following such event or assumed or converted into restricted stock units of any successor entity to the Company or a parent thereof (the “Successor Entity”based vesting), the continued Service vesting requirement set forth under Section 3(A) Administrator shall cause such Award to become fully vested and, if applicable, exercisable immediately prior to the consummation of this such transaction and all forfeiture restrictions on such Award to lapse and, to the extent unexercised upon the consummation of such transaction, to terminate in exchange for cash, rights or other property. The Administrator shall notify the Participant of any Award that becomes exercisable pursuant to the preceding sentence that such Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes fully exercisable for a “change in the ownership or effective control” period of the Company, or a change “in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after 15 days from the date of such notice, contingent upon the occurrence of the Change in Control, and such Award shall terminate upon the consummation of the Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ixthe preceding sentence. (c) (or other exemption from For the general prohibitions on accelerations purposes of payments under this Section 409A of the Code) and not result in any tax9.3, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the an Award will not shall be made in connection with considered assumed if, following the Change in Control, the Committee may make provision Award confers the right to purchase or receive, for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control each Share subject to the applicable payment date at such rate as determined by Award immediately prior to the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the Award transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that vests pursuant if such consideration received in the Change in Control was not solely common stock of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to such provisions shall be settled as provided received upon the exercise of the Award, for each Share subject to an Award, to be solely common stock of the successor corporation or its parent equal in Section 5 fair market value to the per-share consideration received by holders of this AgreementCommon Stock in the Change in Control.

Change in Control. Notwithstanding anything to the contrary in Section 3, Section 5 or Section 7 of this Agreement or any provision of the Plan, the following provisions shall apply upon (a) If a "Change in Control (as defined in Control" occurs while Employee is employed by the Employment Agreement): A. If a Change in Control occurs Company, and the then-outstanding and unvested portion of this Award Employee's employment is not continued following such event or assumed or converted into restricted stock units of any successor entity to terminated by the Company or Employee, for any reason or no reason, other than a parent thereof (the “Successor Entity”), the continued Service vesting requirement set forth under termination pursuant to Section 3(A4(a) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change in the ownership or effective control” of the Company, or a change “in the ownership of a substantial portion of the assets” of by the Company herein, within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable twelve months after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for Company shall pay the Severance Payment provided in Section 8(b) to Employee within ten days of Employee's date of termination of employment, provide benefits pursuant to Section 8(c) and cause the acceleration of vesting of benefits described in Section 8(d) to occur. Notwithstanding the foregoing, Employee's termination of employment shall not be deemed due to a Change in Control if such Restricted Stock Units termination is due to become payable Employee's death pursuant to Section 4(b), Employee's disability pursuant to Section 5(b), Employee's retirement in cash based accordance with the Company's retirement policy, or pursuant to Section 4(a). In the event of successive Changes of Control, the provisions of this Agreement shall apply with respect to each Change of Control. (b) Employee's Severance Payment shall be an amount equal to the lesser of (i) 2.9 times the amount of Employee's base salary in effect on the Fair Market Value date of the Change in Control and (ii) the product of 2.99 and the "base amount" as defined in Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and applicable rules and regulations thereunder. (c) The Company shall provide to Employee and Employee's spouse or other qualified dependents, at a share cost to Employee no greater than the cost of Common Stock such benefits to Employee at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, such hospitalization, health, medical and any portion dental insurance benefits as were available to Employee (and Employee's spouse or qualified dependents) immediately prior to the Change in Control until the earlier to occur of (i) two years following the date of the Award that vests Change in Control or (ii) Employee accepting employment pursuant to such provisions shall be settled as provided which he is eligible for comparable health insurance benefits. (d) Any non-vested option to purchase securities of the Company will vest and become immediately exercisable upon a Change in Section 5 of this AgreementControl.

Change in Control. Notwithstanding anything (a) In the event of a termination of the Officer’s employment by the Bank other than for Cause, and other than due to the contrary Officer’s death or Disability, at the time of or within twenty-four (24) months after a “Change in Section 3Control” (as defined below), Section 5 or Section 7 the Officer shall be entitled to receive the amount set forth in Subparagraph (c) below, in lieu of the Separation Pay. Said sum shall be payable as provided in Subparagraph (e) below. (b) In addition, the Officer shall have the right to terminate this Agreement or upon the occurrence of any provision of the Plan, following events (the “Termination Events”) without the Officer’s consent within twenty-four (24) months following provisions shall apply upon a Change in Control of the Bank: (as defined i) Officer is assigned any duties and/or responsibilities that are inconsistent with or constitute a demotion or reduction in the Employment Agreement):Officer’s position, duties, responsibilities or status as such existed at the time of the Change in Control or with his reporting responsibilities or titles with the Bank in effect at such time, regardless of Officer’s resulting position; or A. If (ii) Officer’s annual base salary rate is materially reduced below the annual amount in effect as of the effective date of a Change in Control occurs and or as the then-outstanding and unvested portion of this Award is not continued same shall have been increased from time to time following such event effective date; or (iii) Officer’s life insurance, medical or assumed hospitalization insurance, disability insurance, stock options plans, stock purchase plans, deferred compensation plans, management retention plans, retirement plans or converted into restricted stock units of any successor entity similar plans or benefits being provided by the Bank to the Company or a parent thereof (Officer as of the “Successor Entity”), effective date of the continued Service vesting requirement set forth under Section 3(A) of this Award shall be deemed to be satisfied, the outstanding Restricted Stock Units subject to such portion shall be deemed vested, and such Restricted Stock Units shall be settled at the time(s) otherwise provided in Section 5; provided that if such Change in Control constitutes a “change are materially reduced in the ownership their level, scope or effective control” coverage, or any such insurance, plans or benefits are eliminated, unless such reduction or elimination applies proportionately to all salaried employees of the Company, or a change “Bank who participated in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code (a “Section 409A Change in Control”), outstanding and vested Restricted Stock Units (including any that vest pursuant such benefits prior to the foregoing provisions of this sentence) and related Dividend Equivalents shall be settled upon or as soon as practicable after the date of such Change in Control to the extent such acceleration of payment can be made in accordance with Treas. Reg. §1.409A-3(j)(4)(ix) (or other exemption from the general prohibitions on accelerations of payments under Section 409A of the Code) and not result in any tax, penalty or interest under Section 409A of the Code. In connection with any such Change in Control where payment of outstanding Restricted Stock Units subject to the Award will not be made in connection with the Change in Control, the Committee may make provision for such Restricted Stock Units to become payable in cash based on the Fair Market Value of a share of Common Stock at the time of such Change in Control (with interest for the period from the date of such Change in Control to the applicable payment date at such rate as determined by the Committee based on the interest earned by interest bearing, FDIC insured deposits) as opposed to being payable in securities. B. If the then-outstanding and unvested portion of this Award is continued following such event or is assumed or converted into restricted stock units of any Successor Entity, the continued Service requirement set forth in Section 3(A) above (and the accelerated vesting provisions set forth in Section 7 above) shall continue to apply following such Change in Control, and any portion ; or (iv) Officer is transferred to a location that is an unreasonable distance from his current principal work location without the Officer’s express written consent. The Officer shall notify the Bank within ninety (90) days of the Award initial existence of a Termination Event described above. If the Bank does not correct the Termination Event within thirty (30) days following such notification, the Officer shall have the right to terminate this Agreement in accordance with this Paragraph 10(b). If Officer does not so terminate this Agreement within seven (7) days following the end of the thirty (30) day correction period, he shall thereafter have no further rights hereunder with respect to that vests Termination Event, but shall retain rights, if any, hereunder with respect to any other Termination Event occurring in the applicable twenty-four (24) month period. (c) In the event that the Officer terminates this Agreement pursuant to such provisions shall Paragraph 10(b), the Bank will be settled obligated to pay or cause to be paid to Officer an amount equal to 2.5 times the Officer’s “base amount” as provided defined in Section 5 280G(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), in lieu of the Separation Pay. (d) For the purposes of this Agreement., the term “Change in Control” shall mean any of the following events: