Common use of Confirmation of Grant Clause in Contracts

Confirmation of Grant. (a) The Company grants the RSUs to the Recipient and the Recipient agrees to accept the RSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The RSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If and when the RSUs become fully vested pursuant to section 2, and on the satisfaction of all other conditions applicable to the RSUs, the RSUs not forfeited pursuant to section 3 shall be settled in the number of shares of Common Stock as provided in section 1(d) and otherwise in accordance with the Plan. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the RSUs shall be settled by the issuance and delivery of the RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the RSUs; provided, however, that, the number of the RSU Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUs. In settling the RSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs (or any portion thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the RSUs (or the portion thereof) become vested and starting sixty days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (and/or cash), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A.

Confirmation of Grant. (a) The Company grants the RSUs to the Recipient and the Recipient agrees to accept the RSUs and participate in the PlanGrantee, effective as of the Award Datedate of grant set forth in the summary of Award, Restricted Stock Units (“RSUs”) with respect to the RSU Shares. As a condition of the grantThis Agreement is subordinate to, this Agreement and the RSUs shall be governed by the terms and conditions of the Plan RSUs are subject to, the terms and shall be subject to all applicable policies and guidelines conditions of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policiesPlan. (b) The RSUs granted under this Agreement shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs become fully vested pursuant to section Section 2 or Section 7 or are forfeited pursuant to section Section 3. If and when the RSUs become fully vested pursuant to section 2Section 2 or Section 7, and on upon the satisfaction of all other applicable conditions applicable to on the RSUs, the RSUs (and any related Dividend Equivalent Rights described in Section 1(c) below) not forfeited pursuant to section Section 3 shall be settled in the number of shares of Common Stock as provided in section 1(dSection 1(e) and otherwise in accordance with the Plan. (c) With respect to each RSU, whether or not vested, that has not been forfeited (but only to the extent the award of RSUs has not been settled for Common Stock), the Company shall, with respect to any cash dividends paid on the Common Stock, accrue and credit to the Grantee’s bookkeeping account a number of RSUs with a Fair Market Value (as defined in Section 4) as of the date the dividend is paid equal to the cash dividends that would have been paid with respect to the RSU if it were an outstanding share of Common Stock (the “Dividend Equivalent Rights”). These Dividend Equivalent Rights shall (i) be treated as RSUs for purposes of future dividend accruals pursuant to this Section 1(c); and (ii) vest in the amounts (rounded to the nearest whole RSU) at the same time as the RSUs with respect to which the Dividend Equivalent Rights were received. Any dividends or distributions on Common Stock paid other than in cash shall accrue in the Grantee’s bookkeeping account and shall vest at the same time as the RSUs with respect to which they are made (in each case in the same form, based on the same record date and at the same time, as the dividend or other distribution is paid on the Common Stock). (d) The Company’s obligations under this Agreement (with respect to both the RSUs and the Dividend Equivalent Rights, if any) shall be unfunded and unsecured. No , and no special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect theretomade. The rights of the Recipient Grantee under this Agreement shall be no greater than those of a general unsecured creditor of the Company. In addition, the RSUs shall be subject to any restrictions the Company deems advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Common Stock is listed, any Company policy and any applicable federal or state securities law. (de) Except as otherwise provided in Section 10 and elsewhere in this Agreement and Agreement, in accordance with the Planprovisions of this Section 1(e), the RSUs shall be settled by the issuance and delivery of the RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the RSUs; provided, however, that, the number of the RSU Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUs. In settling the RSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs (or any portion thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the RSUs (or the portion thereof) become vested and starting sixty days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (and/or cash), does not violate Code section 409Aas soon as practicable after the RSUs become vested pursuant to Section 2 or Section 7, and upon the Company shall have no liability whatsoever to satisfaction of all other applicable conditions on the Recipient if he or she is subject to any taxes or penalties under Code section 409A.RSUs (including, without limitation, the payment by the Grantee of all applicable withholding taxes).

Confirmation of Grant. (a) The Company grants the RSUs to the Recipient and the Recipient agrees to accept the RSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The RSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If and when the RSUs become fully vested pursuant to section 2, and on the satisfaction of all other conditions applicable to the RSUs, the RSUs not forfeited pursuant to section 3 shall be settled in the number of shares of Common Stock as provided in section 1(d) and otherwise in accordance with the Plan. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the RSUs shall be settled by the issuance and delivery of the RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the RSUs; provided, however, that to the extent the Committee determines that any of the RSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such RSUs shall be made until the earliest of the date (i) set for such RSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the RSU Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUs. In settling the RSUs pursuant to Notwithstanding the foregoing, to the Company (extent the Committee determines that any of the RSUs are subject to Code section 409A and the Recipient is a Specified Employee3 on the date of his or 3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its acquirer or successor) delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee Identification Date”). The Committee’s determination shall have be final and binding on the option (as Recipient. If the Recipient was determined by the Committee in its sole discretion) to make or provide for as a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs (or Specified Employee at any portion thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of a share of Common Stock over the time during such 12-month period ending on the date Specified Employee Identification Date, he or she shall be considered a Specified Employee for the RSUs 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (or the portion thereof) become vested and starting sixty days prior to that date. Anything herein i.e., from February 1st to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (and/or cashfollowing January 31st), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient even if he or she is subject no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to any taxes or penalties Treas. Reg. § 1.409A-1(i) promulgated under Code section 409A.(which is $175,000 for 2017).

Confirmation of Grant. (a) The Company grants the RSUs PSUs to the Recipient and the Recipient agrees to accept the RSUs PSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs PSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The RSUs PSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs PSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If The Recipient acknowledges and when agrees that (i) the RSUs become fully vested pursuant to section 2, PSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PSUs and on the satisfaction of all other conditions applicable to the RSUs, the RSUs are not forfeited pursuant to section 3 shall be settled in necessarily the number of shares of Common Stock as provided that will eventually vest in favor of the Recipient, and (ii) pursuant to section 1(d) 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 200% of the Target PSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the RSUs PSUs shall be settled by the issuance and delivery of the RSU Vested Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to last day of the Vesting Period (a time or fixed schedule specified for the purpose of Code section 2 409A) subject to satisfaction of any other terms and conditions applicable to the RSUsPSUs; provided, however, that, that the number of the RSU Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUsVested Shares. In settling the RSUs PSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs PSUs (or any portion thereof), in an amount equal to the product of (A) the number of the RSU Vested Shares under the cancelled RSUs PSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the RSUs (or the portion thereof) PSUs become vested and starting sixty days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU PSU Shares (and/or cash), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A.

Confirmation of Grant. (a) The Company grants the RSUs PRSUs to the Recipient and the Recipient agrees to accept the RSUs PRSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs PRSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The RSUs PRSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs PRSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If The Recipient acknowledges and when agrees that (i) the RSUs become fully vested pursuant to section 2, PRSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PRSUs and on the satisfaction of all other conditions applicable to the RSUs, the RSUs are not forfeited pursuant to section 3 shall be settled in necessarily the number of shares of Common Stock as provided that will eventually vest in favor of the Recipient, and (ii) pursuant to section 1(d) 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100% of the Target PRSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the RSUs PRSUs shall be settled by the issuance and delivery of the RSU Vested Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs PRSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the RSUsPRSUs; provided, however, that to the extent the Committee determines that any of the PRSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs shall be made until the earliest of the date (i) set for such PRSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the RSU Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUsVested Shares. In settling the RSUs pursuant to Notwithstanding the foregoing, to the Company (or its acquirer or successor) shall have extent the option (as determined Committee determines that any of the PRSUs are subject to Code section 409A and the Recipient is a Specified Employee 3 on 3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee in or its sole discretion) delegate pursuant to make or provide for a cash payment to the Recipient, in exchange Code section 409A for the cancellation of the vested RSUs (or any portion thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of a share of Common Stock over the 12-month period ending on every December 31st (the date the RSUs (or the portion thereof) become vested and starting sixty days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (and/or cash), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A.“Specified Employee Identification

Confirmation of Grant. (a) The Company grants the RSUs PRSUs to the Recipient and the Recipient agrees to accept the RSUs PRSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs PRSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The RSUs PRSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs PRSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If The Recipient acknowledges and when agrees that (i) the RSUs become fully vested pursuant to section 2, PRSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PRSUs and on the satisfaction of all other conditions applicable to the RSUs, the RSUs are not forfeited pursuant to section 3 shall be settled in necessarily the number of shares of Common Stock as provided that will eventually vest in favor of the Recipient, and (ii) pursuant to section 1(d) 2 and otherwise in accordance with this Agreement and the Plan., the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100% of the Targeted PRSU Shares as defined on Exhibit A. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the RSUs PRSUs shall be settled by the issuance and delivery of the RSU Vested Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs PRSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the RSUsPRSUs; provided, however, that to the extent the Committee determines that any of the PRSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs shall be made until the earliest of the date (i) set for such PRSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the RSU Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUsPRSUs. In settling the RSUs pursuant to Notwithstanding the foregoing, to the Company (extent the Committee determines that any of the PRSUs are subject to Code section 409A and the Recipient is a Specified Employee4 on the date of his or its acquirer or successor) shall have 4 The determination of whether the option (as determined Recipient is a Specified Employee will be made annually by the Committee in or its sole discretion) delegate pursuant to make or provide for a cash payment to the Recipient, in exchange Code section 409A for the cancellation of the vested RSUs (or any portion thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of a share of Common Stock over the 12-month period ending on every December 31st (the date the RSUs (or the portion thereof) become vested and starting sixty days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (and/or cash), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A.“Specified Employee Identification

Confirmation of Grant. (a) The Company grants the RSUs PSUs to the Recipient and the Recipient agrees to accept the RSUs PSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs PSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The RSUs PSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs PSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If . (c) The Recipient acknowledges and when agrees that (i) the RSUs become fully vested pursuant to section 2, PSU Shares represent the maximum number of shares of Common Stock that are granted under the PSUs and on the satisfaction of all other conditions applicable to the RSUs, the RSUs are not forfeited pursuant to section 3 shall be settled in necessarily the number of shares of Common Stock as provided that will eventually vest in favor of the Recipient, and (ii) pursuant to section 1(d) 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 200% of the Target PSU Shares. (cd) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (de) Except as otherwise provided in this Agreement and the Plan, the RSUs PSUs shall be settled by the issuance and delivery of the RSU Vested Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to last day of the Vesting Period (a time or fixed schedule specified for the purpose of Code section 2 409A) subject to satisfaction of any other terms and conditions applicable to the RSUsPSUs; provided, however, that, that the number of the RSU Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUs. Vested Shares. (f) In settling the RSUs PSUs pursuant to the foregoingSection 1(e), the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs PSUs (or any portion thereof), in an amount equal to the product of (A) the number of the RSU Vested Shares under the cancelled RSUs PSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the RSUs (or the portion thereof) PSUs become vested and starting sixty days prior to that date. . (g) Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU PSU Shares (and/or cash), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A.

Confirmation of Grant. (a) The Company grants the RSUs to the Recipient and the Recipient agrees to accept the RSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The RSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If and when the RSUs become fully vested pursuant to section 2, and on the satisfaction of all other conditions applicable to the RSUs, the RSUs not forfeited pursuant to section 3 shall be settled in the number of shares of Common Stock as provided in section 1(d) and otherwise in accordance with the Plan. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the RSUs shall be settled by the issuance and delivery of the RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the RSUs; provided, however, that to the extent the Committee determines that any of the RSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such RSUs shall be made until the earliest of the date (i) set for such RSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the RSU Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUsRSU Shares. In settling the RSUs pursuant to Notwithstanding the foregoing, to the Company (extent the Committee determines that any of the RSUs are subject to Code section 409A and the Recipient is a Specified Employee3 on the 3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its acquirer or successor) delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee Identification Date”). The Committee’s determination shall have be final and binding on the option (as Recipient. If the Recipient was determined by the Committee in its sole discretion) to make or provide for as a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs (or Specified Employee at any portion thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of a share of Common Stock over the time during such 12-month period ending on the date Specified Employee Identification Date, he or she shall be considered a Specified Employee for the RSUs 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (or the portion thereof) become vested and starting sixty days prior to that date. Anything herein i.e., from February 1st to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (and/or cashfollowing January 31st), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient even if he or she is subject to any taxes no longer employed or penalties under Code engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 409A.1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than $150,000; and/or

Confirmation of Grant. (a) The Company grants the RSUs to the Recipient and the Recipient agrees to accept the RSUs and participate in the PlanGrantee, effective as of the Award Datedate of this Agreement, Restricted Stock Units (“RSUs”) with respect to the RSU Shares. As a condition of the grantThis Agreement is subordinate to, this Agreement and the RSUs shall be governed by the terms and conditions of the Plan RSUs are subject to, the terms and shall be subject to all applicable policies and guidelines conditions of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policiesPlan. (b) The RSUs granted under this Agreement shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs become fully vested pursuant to section Section 2 or Section 7 or are forfeited pursuant to section Section 3. If and when the RSUs become fully vested pursuant to section 2Section 2 or Section 7, and on upon the satisfaction of all other applicable conditions applicable to on the RSUs, the RSUs (and any related Dividend Units described in Section 1(c) below) not forfeited pursuant to section Section 3 shall be settled in the number of shares of Common Stock as provided in section 1(dSection 1(e) and otherwise in accordance with the Plan. (c) With respect to each RSU, whether or not vested, that has not been forfeited (but only to the extent the award of RSUs has not been settled for Common Stock), the Company shall, with respect to any cash dividends paid on the Common Stock, accrue and credit to the Grantee’s bookkeeping account a number of RSUs with a Fair Market Value (as defined in Section 4) as of the date the dividend is paid equal to the cash dividends that would have been paid with respect to the RSU if it were an outstanding share of Common Stock (the “Dividend Units”). These Dividend Units shall (i) be treated as RSUs for purposes of future dividend accruals pursuant to this Section 1(c); and (ii) vest in the amounts (rounded to the nearest whole RSU) at the same time as the RSUs with respect to which the Dividend Units were received. Any dividends or distributions on Common Stock paid other than in cash shall accrue in the Grantee’s bookkeeping account and shall vest at the same time as the RSUs with respect to which they are made (in each case in the same form, based on the same record date and at the same time, as the dividend or other distribution is paid on the Common Stock). (d) The Company’s obligations under this Agreement (with respect to both the RSUs and the Dividend Units, if any) shall be unfunded and unsecured. No , and no special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect theretomade. The rights of the Recipient Grantee under this Agreement shall be no greater than those of a general unsecured creditor of the Company. In addition, the RSUs shall be subject to any restrictions the Company deems advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Common Stock is listed, any Company policy and any applicable federal or state securities law. (de) Except as otherwise provided in this Agreement and Agreement, in accordance with the Planprovisions of this Section 1(e), the RSUs shall be settled by the issuance and delivery of the RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the RSUs; provided, however, that, the number of the RSU Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUs. In settling the RSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs (or any portion thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the RSUs (or the portion thereof) become vested and starting sixty days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (and/or cash), does not violate Code section 409Aas soon as practicable after the RSUs become vested pursuant to Section 2 or Section 7, and upon the Company shall have no liability whatsoever to satisfaction of all other applicable conditions on the Recipient if he or she is subject to any taxes or penalties under Code section 409A.RSUs (including the payment by the Grantee of all applicable withholding taxes).

Confirmation of Grant. (a) The Company grants the RSUs to the Recipient and the Recipient agrees to accept the RSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The RSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If and when the RSUs become fully vested pursuant to section 2, and on the satisfaction of all other conditions applicable to the RSUs, the RSUs not forfeited pursuant to section 3 shall be settled in the number of shares of Common Stock as provided in section 1(d) and otherwise in accordance with the Plan. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the RSUs shall be settled by the issuance and delivery of the RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the RSUs; provided, however, that to the extent the Committee determines that any of the RSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such RSUs shall be made until the earliest of the date (i) set for such RSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the RSU Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUsRSU Shares. Notwithstanding the foregoing, to the extent the Committee determines that any of the RSUs are subject to Code section 409A and the Recipient is a Specified Employee3 on the date of his or her “separation from service” (as defined in Code section 409A), to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such RSUs that is otherwise payable pursuant to this Section 1(d) upon a separation from service shall be made before the date that is six months after the date of the Recipient’s separation from service. In settling the RSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs (or any portion thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the RSUs (or the portion thereof) become vested and starting sixty days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (and/or cashor cash equivalent), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A.

Confirmation of Grant. (a) The Company grants the RSUs PSUs to the Recipient and the Recipient agrees to accept the RSUs PSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs PSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The RSUs PSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs PSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If . (c) The Recipient acknowledges and when agrees that (i) the RSUs become fully vested pursuant to section 2, PSU Shares represent the maximum number of shares of Common Stock that are granted under the PSUs and on the satisfaction of all other conditions applicable to the RSUs, the RSUs are not forfeited pursuant to section 3 shall be settled in necessarily the number of shares of Common Stock as provided that will eventually vest in favor of the Recipient, and (ii) pursuant to section 1(d) 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of Vested Shares will be between 0% and 200% of the Target PSU Shares. (cd) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (de) Except as otherwise provided in this Agreement and the Plan, the RSUs PSUs shall be settled by the issuance and delivery of the RSU Vested Shares, or as provided in this Section 1(d1(e), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to last day of the Vesting Period (a time or fixed schedule specified for the purpose of Code section 2 409A) subject to satisfaction of any other terms and conditions applicable to the RSUsPSUs; provided, however, that to the extent the Committee determines that any of the Vested Shares are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PSUs shall be made until the earliest of the date (i) for such PSUs (as defined in Code section 409A); and further provided that, the number of the RSU Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUsVested Shares. In settling the RSUs pursuant to Notwithstanding the foregoing, to the Company (or its acquirer or successor) shall have extent the option (as determined Committee determines that any of the PSUs are subject to Code section 409A and the Recipient is a Specified Employee2 2 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee in or its sole discretion) delegate pursuant to make or provide for a cash payment to the Recipient, in exchange Code section 409A for the cancellation of the vested RSUs (or 12-month period ending every December 31st Specified Employee Identification Date Committee as a Specified Employee at any portion thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of a share of Common Stock over the time during such 12-month period ending on the date Specified Employee Identification Date, he or she shall be considered a Specified Employee for the RSUs 12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (or the portion thereof) become vested and starting sixty days prior to that date. Anything herein i.e., from February 1st to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (and/or cashfollowing January 31st), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient even if he or she is subject to any taxes no longer employed or penalties under Code engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 409A.1(e Specified Employee the Recipient owns 5% or more of all outstanding Common Stock;

Confirmation of Grant. (a) The Company grants the RSUs PSUs to the Recipient and the Recipient agrees to accept the RSUs PSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs PSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The RSUs PSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs PSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If The Recipient acknowledges and when agrees that (i) the RSUs become fully vested pursuant to section 2, PSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PSUs and on the satisfaction of all other conditions applicable to the RSUs, the RSUs are not forfeited pursuant to section 3 shall be settled in necessarily the number of shares of Common Stock as provided that will eventually vest in favor of the Recipient, and (ii) pursuant to section 1(d) 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 200% of the Target PSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the RSUs PSUs shall be settled by the issuance and delivery of the RSU Vested Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to last day of the Vesting Period (a time or fixed schedule specified for the purpose of Code section 2 409A) subject to satisfaction of any other terms and conditions applicable to the RSUsPSUs; provided, however, that, that the number of the RSU Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUsVested Shares. In settling the RSUs PSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs PSUs (or any portion thereof), in an amount equal to the product of (A) the number of the RSU Vested Shares under the cancelled RSUs PSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the RSUs (or the portion thereof) PSUs become vested and starting sixty 60 days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU PSU Shares (and/or cash), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A.

Confirmation of Grant. (a) The Company grants the RSUs to the Recipient and the Recipient agrees to accept the RSUs and participate in the PlanGrantee, effective as of the Award Datedate of grant set forth in the summary of Award, Restricted Stock Units (“RSUs”) with respect to the RSU Shares. As a condition of the grantThis Agreement is subordinate to, this Agreement and the RSUs shall be governed by the terms and conditions of the Plan RSUs are subject to, the terms and shall be subject to all applicable policies and guidelines conditions of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policiesPlan. (b) The RSUs granted under this Agreement shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs become fully vested pursuant to section Section 2 or Section 7 or are forfeited pursuant to section Section 3. If and when the RSUs become fully vested pursuant to section 2Section 2 or Section 7, and on upon the satisfaction of all other applicable conditions applicable to on the RSUs, the RSUs (and any related Dividend Equivalent Rights described in Section 1(c) below) not forfeited pursuant to section Section 3 shall be settled in the number of shares of Common Stock as provided in section 1(dSection 1(e) and otherwise in accordance with the Plan. (c) With respect to each RSU, whether or not vested, that has not been forfeited (but only to the extent the award of RSUs has not been settled for Common Stock), the Company shall, with respect to any cash dividends paid on the Common Stock, accrue and credit to the Grantee’s bookkeeping account a number of RSUs with a Fair Market Value (as defined in Section 4) as of the date the dividend is paid equal to the cash dividends that would have been paid with respect to the RSU if it were an outstanding share of Common Stock (the “Dividend Equivalent Rights”). These Dividend Equivalent Rights shall (i) be treated as RSUs for purposes of future dividend accruals pursuant to this Section 1(c); and (ii) vest in the amounts (rounded to the nearest whole RSU) at the same time as the RSUs with respect to which the Dividend Equivalent Rights were received. Any dividends or distributions on Common Stock paid other than in cash shall accrue in the Grantee’s bookkeeping account and shall vest at the same time as the RSUs with respect to which they are made (in each case in the same form, based on the same record date and at the same time, as the dividend or other distribution is paid on the Common Stock). (d) The Company’s obligations under this Agreement (with respect to both the RSUs and the Dividend Equivalent Rights, if any) shall be unfunded and unsecured. No , and no special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect theretomade. The rights of the Recipient Grantee under this Agreement shall be no greater than those of a general unsecured creditor of the Company. In addition, the RSUs shall be subject to any restrictions the Company deems advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Common Stock is listed, any Company policy and any applicable federal or state securities law. (de) Except as otherwise provided in this Agreement and Agreement, in accordance with the Planprovisions of this Section 1(e), the RSUs shall be settled by the issuance and delivery of the RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the RSUs; provided, however, that, the number of the RSU Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUs. In settling the RSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs (or any portion thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the RSUs (or the portion thereof) become vested and starting sixty days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (and/or cash), does not violate Code section 409Aas soon as practicable after the RSUs become vested pursuant to Section 2 or Section 7, and upon the Company shall have no liability whatsoever to satisfaction of all other applicable conditions on the Recipient if he or she is subject to any taxes or penalties under Code section 409A.RSUs (including, without limitation, the payment by the Grantee of all applicable withholding taxes).

Confirmation of Grant. (a) The Company grants the RSUs PRSUs to the Recipient and the Recipient agrees to accept the RSUs PRSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs PRSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The RSUs PRSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs PRSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If The Recipient acknowledges and when agrees that (i) the RSUs become fully vested pursuant to section 2, PRSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PRSUs and on the satisfaction of all other conditions applicable to the RSUs, the RSUs are not forfeited pursuant to section 3 shall be settled in necessarily the number of shares of Common Stock as provided that will eventually vest in favor of the Recipient, and (ii) pursuant to section 1(d) 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100% of the Target PRSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the RSUs PRSUs shall be settled by the issuance and delivery of the RSU Vested Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs PRSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the RSUsPRSUs; provided, however, that to the extent the Committee determines that any of the PRSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs shall be made until the earliest of the date (i) set for such PRSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the RSU Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUsVested Shares. In settling the RSUs pursuant to Notwithstanding the foregoing, to the Company (extent the Committee determines that any of the PRSUs are subject to Code section 409A and the Recipient is a Specified Employee3 on 3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its acquirer or successor) delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee Identification Date”). The Committee’s determination shall have be final and binding on the option (as Recipient. If the Recipient was determined by the Committee in its sole discretion) to make or provide for as a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs (or Specified Employee at any portion thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of a share of Common Stock over the time during such 12-month period ending on the date the RSUs (or the portion thereof) become vested and starting sixty days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (and/or cash), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A.Specified Employee Identification 2 | P a g e 01435\040\8330619.v3

Confirmation of Grant. (a) The Company grants the RSUs to the Recipient and the Recipient agrees to accept the RSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The RSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If and when the RSUs become fully vested pursuant to section 2, and on the satisfaction of all other conditions applicable to the RSUs, the RSUs not forfeited pursuant to section 3 shall be settled in the number of shares of Common Stock as provided in section 1(d) and otherwise in accordance with the Plan. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the RSUs shall be settled by the issuance and delivery of the RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the RSUs; provided, however, that to the extent the Committee determines that any of the RSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such RSUs shall be made until the earliest of the date (i) set for such RSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the RSU Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUsRSU Shares. In settling the RSUs pursuant to Notwithstanding the foregoing, to the Company (or its acquirer or successor) shall have the option (as determined by extent the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation determines that any of the vested RSUs (or any portion thereof), in an amount equal are subject to Code section 409A and the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of Recipient is a share of Common Stock over the period ending Specified Employee3 on the date the RSUs of his or her “separation from service” (or the portion thereof) become vested and starting sixty days prior to that date. Anything herein as defined in Code section 409A), to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, extent necessary to comply with Code section 409A. 409A, no distribution or payment of any amount under such RSUs that is otherwise payable pursuant to this Section 1(d) upon a separation from service shall be made before the date that is six months after the 3 The determination of whether the Recipient agrees is a Specified Employee will be made annually by the Committee or its delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee Identification Date”). The Committee’s determination shall be final and acknowledges that binding on the Company makes no representations that this AgreementRecipient. If the Recipient was determined by the Committee as a Specified Employee at any time during such 12-month period ending on the Specified Employee Identification Date, including he or she shall be considered a Specified Employee for the grant12-month period commencing on the February 1st immediately following the Specified Employee Identification Date (i.e., vesting and/or delivery of from February 1st to the RSU Shares (and/or cashfollowing January 31st), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient even if he or she is subject no longer employed or engaged by the Company on or after the Specified Employee Identification Date. For the purposes of this section 1(d), a “Specified Employee” shall mean: • the Recipient owns 5% or more of all outstanding Common Stock; • the Recipient owns 1% or more of all outstanding Common Stock and has an annual compensation of more than $150,000; and/or • the Recipient is among the top 50 most highly-compensated officers of the Company and the Subsidiaries forming a controlled group of corporations within the meaning of Code section 1563(a) (based on total W-2 compensation plus elective 401(k) plan deferrals) and has an annual compensation exceeding the indexed dollar limit then in effect pursuant to any taxes or penalties Treas. Reg. § 1.409A-1(i) promulgated under Code section 409A.(which is $180,000 for 2019). 2 | P a g e 01435\040\8330543.v3

Confirmation of Grant. (a) The Company grants the RSUs to the Recipient and the Recipient agrees to accept the RSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The RSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If and when the RSUs become fully vested pursuant to section 2, and on the satisfaction of all other conditions applicable to the RSUs, the RSUs not forfeited pursuant to section 3 shall be settled in the number of shares of Common Stock as provided in section 1(d) and otherwise in accordance with the Plan. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company.made (d) Except as otherwise provided in this Agreement and the Plan, the RSUs shall be settled by the issuance and delivery of the RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the RSUs; provided, however, that, the number of the RSU Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUs. In settling the RSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs (or any portion thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the RSUs (or the portion thereof) become vested and starting sixty 60 days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (and/or cash), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A.

Confirmation of Grant. (a) The Company hereby grants the RSUs this Award to the Recipient and the Recipient agrees to accept the RSUs and participate in the PlanGrantee, effective as of the Award Grant Date. As a condition This Award represents the right of the grantGrantee to receive, subject to the terms and conditions set forth in this Agreement and in the RSUs Plan, either (i) one share of the Company’s common stock, par value $0.01 per share (a “Share”) or (ii) a cash payment equal to the Fair Market Value (as defined in Section 4) of one Share as of the applicable vesting date, in each case, for each RSU that has vested in accordance with the terms of this Award Agreement; provided that the Committee shall be governed have the sole discretion to determine, at any time on or after the Grant Date and prior to settlement of the RSU, whether to settle the RSU by delivering a Share or a cash payment. This Agreement is subordinate to, and the terms and conditions of the Plan RSUs are subject to, the terms and shall be subject to all applicable policies and guidelines conditions of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policiesPlan. (b) The RSUs granted under this Agreement shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs become fully vested pursuant to section Section 2 or Section 7 or are forfeited pursuant to section Section 3. If and when the RSUs become fully vested pursuant to section 2Section 2 or Section 7, and on upon the satisfaction of all other applicable conditions applicable to on the RSUs, the RSUs (and any related Dividend Equivalent Rights described in Section 1(c) below) not forfeited pursuant to section Section 3 shall be settled in the number of shares of Common Stock Shares or cash as provided in section 1(dSection 1(a) and Section 5 and otherwise in accordance with the Plan. (c) With respect to each RSU, whether or not vested, that has not been forfeited (but only to the extent the award of RSUs has not been settled), the Company shall, with respect to any cash dividends paid on Shares, accrue and credit to the Grantee’s bookkeeping account a number of RSUs with a Fair Market Value as of the date the dividend is paid equal to the cash dividends that would have been paid with respect to the RSU if it were an outstanding Share (the “Dividend Equivalent Rights”). These Dividend Equivalent Rights shall (i) be treated as RSUs for purposes of future dividend accruals pursuant to this Section 1(c); (ii) vest at the same time as the RSUs with respect to which the Dividend Equivalent Rights were received; and (iii) be settled in the same medium (i.e., Shares or cash) as the RSUs with respect to which the Dividend Equivalent Rights were received. (d) The Company’s obligations under this Agreement (with respect to both the RSUs and the Dividend Equivalent Rights, if any) shall be unfunded and unsecured. No , and no special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect theretomade. The rights of the Recipient Grantee under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan. In addition, the RSUs shall be settled by the issuance and delivery of the RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the RSUs; provided, however, that, the number of the RSU Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUs. In settling the RSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs (or any portion thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the RSUs (or the portion thereof) become vested and starting sixty days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (and/or cash), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes restrictions the Company deems advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Shares are listed, any Company policy and any applicable federal or penalties under Code section 409A.state securities law.

Confirmation of Grant. (a) The Company grants the RSUs PRSUs to the Recipient and the Recipient agrees to accept the RSUs PRSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs PRSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The RSUs PRSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs PRSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If The Recipient acknowledges and when agrees that (i) the RSUs become fully vested pursuant to section 2, PRSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PRSUs and on the satisfaction of all other conditions applicable to the RSUs, the RSUs are not forfeited pursuant to section 3 shall be settled in necessarily the number of shares of Common Stock as provided that will eventually vest in favor of the Recipient, and (ii) pursuant to section 1(d) 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PRSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 100% of the Target PRSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the RSUs PRSUs shall be settled by the issuance and delivery of the RSU Vested Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs PRSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the RSUsPRSUs; provided, however, that to the extent the Committee determines that any of the PRSUs are subject to Code section 409A, to the extent necessary to comply with Code section 409A, no distribution or payment of any amount under such PRSUs shall be made until the earliest of the date (i) set for such PRSUs to vest according to the Vesting Schedule (a time or fixed schedule specified for the purpose of Code section 409A), (ii) of the Recipient’s “separation from service” (as defined in Code section 409A), (iii) of the Recipient’s death, or (iv) when the Recipient becomes “disabled” (as defined in Code section 409A); and further provided that, the number of the RSU Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUsVested Shares. In settling the RSUs pursuant to Notwithstanding the foregoing, to the Company (extent the Committee determines that any of the PRSUs are subject to Code section 409A and the Recipient is a Specified Employee3 on 3 The determination of whether the Recipient is a Specified Employee will be made annually by the Committee or its acquirer or successor) delegate pursuant to Code section 409A for the 12-month period ending every December 31st (the “Specified Employee Identification Date”). The Committee’s determination shall have be final and binding on the option (as Recipient. If the Recipient was determined by the Committee in its sole discretion) to make or provide for as a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs (or Specified Employee at any portion thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of a share of Common Stock over the time during such 12-month period ending on the date the RSUs (or the portion thereof) become vested and starting sixty days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (and/or cash), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A.Specified Employee Identification 2 | P a g e 01435\040\8330589.v3

Confirmation of Grant. (a) The Company grants the RSUs PSUs to the Recipient and the Recipient agrees to accept the RSUs PSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs PSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The RSUs PSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs PSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If The Recipient acknowledges and when agrees that (i) the RSUs become fully vested pursuant to section 2, PSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PSUs and on the satisfaction of all other conditions applicable to the RSUs, the RSUs are not forfeited pursuant to section 3 shall be settled in necessarily the number of shares of Common Stock as provided that will eventually vest in favor of the Recipient, and (ii) pursuant to section 1(d) 2 and otherwise in accordance with this Agreement and the Plan., the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PSUs (the “Vested Shares”), will be subject to the Specific Performance Goals and will be between 0% and 120% of the Initially Adjusted Targeted Shares as defined on Exhibit A. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the RSUs PSUs shall be settled by the issuance and delivery of the RSU Vested Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to last day of the Vesting Period (a time or fixed schedule specified for the purpose of Code section 2 409A) subject to satisfaction of any other terms and conditions applicable to the RSUsPSUs; provided, however, that, that the number of the RSU Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUsPSUs. In settling the RSUs PSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs PSUs (or any portion thereof), in an amount equal to the product of (A) the number of the RSU Vested Shares under the cancelled RSUs PSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the RSUs (or the portion thereof) PSUs become vested and starting sixty 100 days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (and/or cash), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A..

Confirmation of Grant. (a) The Company grants the RSUs to the Recipient and the Recipient agrees to accept the RSUs and participate in the PlanGrantee, effective as of the Award Datedate of grant set forth in the summary of Award, Restricted Stock Units (“RSUs”) with respect to the RSU Shares. As a condition of the grantThis Agreement is subordinate to, this Agreement and the RSUs shall be governed by the terms and conditions of the Plan RSUs are subject to, the terms and shall be subject to all applicable policies and guidelines conditions of the Company, including the Company’s compensation recovery policy, stock ownership, and hedging, pledging and trading policiesPlan. (b) The RSUs granted under this Agreement shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs become fully vested pursuant to section Section 2 or Section 7 or are forfeited pursuant to section Section 3. If and when the RSUs become fully vested pursuant to section 2Section 2 or Section 7, and on upon the satisfaction of all other applicable conditions applicable to on the RSUs, the RSUs (and any related Dividend Units described in Section 1(c) below) not forfeited pursuant to section Section 3 shall be settled in the number of shares of Common Stock as provided in section 1(dSection 1(e) and otherwise in accordance with the Plan. (c) With respect to each RSU, whether or not vested, that has not been forfeited (but only to the extent the award of RSUs has not been settled for Common Stock), the Company shall, with respect to any cash dividends paid on the Common Stock, accrue and credit to the Grantee's bookkeeping account a number of RSUs with a Fair Market Value (as defined in Section 4) as of the date the dividend is paid equal to the cash dividends that would have been paid with respect to the RSU if it were an outstanding share of Common Stock (the “Dividend Units”). These Dividend Units shall (i) be treated as RSUs for purposes of future dividend accruals pursuant to this Section 1(c); and (ii) vest in the amounts (rounded to the nearest whole RSU) at the same time as the RSUs with respect to which the Dividend Units were received. Any dividends or distributions on Common Stock paid other than in cash shall accrue in the Grantee's bookkeeping account and shall vest at the same time as the RSUs with respect to which they are made (in each case in the same form, based on the same record date and at the same time, as the dividend or other distribution is paid on the Common Stock). (d) The Company’s 's obligations under this Agreement (with respect to both the RSUs and the Dividend Units, if any) shall be unfunded and unsecured. No , and no special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect theretomade. The rights of the Recipient Grantee under this Agreement shall be no greater than those of a general unsecured creditor of the Company. In addition, the RSUs shall be subject to any restrictions the Company deems advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which Common Stock is listed, any Company policy and any applicable federal or state securities law. (de) Except as otherwise provided in this Agreement and Agreement, in accordance with the Planprovisions of this Section 1(e), the RSUs shall be settled by the issuance and delivery of the RSU Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to section 2 subject to satisfaction of any other terms and conditions applicable to the RSUs; provided, however, that, the number of the RSU Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUs. In settling the RSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs (or any portion thereof), in an amount equal to the product of (A) the number of the RSU Shares under the cancelled RSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the RSUs (or the portion thereof) become vested and starting sixty days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU Shares (and/or cash), does not violate Code section 409Aas soon as practicable after the RSUs become vested pursuant to Section 2 or Section 7, and upon the Company shall have no liability whatsoever to satisfaction of all other applicable conditions on the Recipient if he or she is subject to any taxes or penalties under Code section 409A.RSUs (including the payment by the Grantee of all applicable withholding taxes).

Confirmation of Grant. (a) The Company grants the RSUs PSUs to the Recipient and the Recipient agrees to accept the RSUs PSUs and participate in the Plan, effective as of the Award Date. As a condition of the grant, this Agreement and the RSUs PSUs shall be governed by the terms and conditions of the Plan and shall be subject to all applicable policies and guidelines of the Company, including the Company’s compensation pensation recovery policy, stock ownership, and hedging, pledging and trading policies. (b) The RSUs PSUs shall be reflected in a bookkeeping account maintained by the Company through the date on which the RSUs PSUs become fully vested pursuant to section 2 or are forfeited pursuant to section 3. If The Recipient acknowledges and when agrees that (i) the RSUs become fully vested pursuant to section 2, PSU Shares merely represent the maximum number of shares of Common Stock that are granted under the PSUs and on the satisfaction of all other conditions applicable to the RSUs, the RSUs are not forfeited pursuant to section 3 shall be settled in necessarily the number of shares of Common Stock as provided that will eventually vest in favor of the Recipient, and (ii) pursuant to section 1(d) 2 and otherwise in accordance with this Agreement and the Plan, the number of shares of Common Stock, which will eventually vest in favor of the Recipient under the PSUs Vested Shares will be subject to the Specific Performance Goals and will be between 0% and 200% of the Target PSU Shares. (c) The Company’s obligations under this Agreement shall be unfunded and unsecured. No special or separate fund shall be established therefor and no other segregation of assets shall be required or made with respect thereto. The rights of the Recipient under this Agreement shall be no greater than those of a general unsecured creditor of the Company. (d) Except as otherwise provided in this Agreement and the Plan, the RSUs PSUs shall be settled by the issuance and delivery of the RSU Vested Shares, or as provided in this Section 1(d), by cash or a combination thereof (as determined by the Committee in its sole discretion), within sixty days after the RSUs have vested pursuant to last day of the Vesting Period (a time or fixed schedule specified for the purpose of Code section 2 409A) subject to satisfaction of any other terms and conditions applicable to the RSUsPSUs; provided, however, that, that the number of the RSU Vested Shares issued or delivered (or for which a cash payment is made) to the Recipient in any calendar year, together with the number of shares of Common Stock issued or delivered (or for which a cash payment is made) to the Recipient in the same calendar year under any other RSU Awards, shall not exceed the annual maximum aggregate number of shares of Common Stock issuable or deliverable under RSU Awards as set forth in the Plan that is effective at the time of the issuance or delivery of (or making a cash payment for) the RSUsVested Shares. In settling the RSUs PSUs pursuant to the foregoing, the Company (or its acquirer or successor) shall have the option (as determined by the Committee in its sole discretion) to make or provide for a cash payment to the Recipient, in exchange for the cancellation of the vested RSUs PSUs (or any portion thereof), in an amount equal to the product of (A) the number of the RSU Vested Shares under the cancelled RSUs PSUs and (B) the average closing price of a share of Common Stock over the period ending on the date the RSUs (or the portion thereof) PSUs become vested and starting sixty 60 days prior to that date. Anything herein to the contrary notwithstanding, this Agreement does not create an obligation on the part of the Company to adopt any policy or procedure, agree to any amendment hereto, make any arrangement, or take any other action, to comply with Code section 409A. The Recipient agrees and acknowledges that the Company makes no representations that this Agreement, including the grant, vesting and/or delivery of the RSU PSU Shares (and/or cash), does not violate Code section 409A, and the Company shall have no liability whatsoever to the Recipient if he or she is subject to any taxes or penalties under Code section 409A.