Common use of Equity-Based Compensation Clause in Contracts

Equity-Based Compensation. (a) In addition to the compensation described in Section 3.1 and Section 3.2 of this Agreement, the Executive may have the opportunity to receive equity-based awards relating to Shares in a manner consistent with any equity incentive plan adopted by the Company. The determination as to the number of shares subject to any such equity-based awards, and the other terms and conditions of such awards, shall be subject to the sole discretion of the Board of Directors or a committee thereof. (b) The equity-based awards contemplated by this Section 3.3 shall be evidenced by, in addition to the equity incentive plan under which they are granted, one or more award agreements (each, an “Award Agreement”) between the Executive and the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest as of the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreement, except as otherwise provided herein. In addition, except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awards.

Equity-Based Compensation. (a) In During the Term, in addition to the compensation described in Section 3.1 and Section 3.2 of this AgreementTransition Award, the Executive may have the opportunity you will be eligible to receive annual equity-based awards relating pursuant to Shares the Plan, which shall be subject to the terms and conditions generally applicable to other senior executives of the Company and in this section of the Letter Agreement. The Compensation Committee, in its discretion, will determine whether any such awards will be made to you and the amount of any such awards in accordance with this section of the Letter Agreement, with the target value for such annual awards equal to 100% of your Base Salary (based on the grant date fair market value of the Company’s publicly traded common stock as determined under the Plan) (your “Target Award Value”); provided that, the Compensation Committee may, in its discretion grant annual awards with a target value in excess of your Target Award Value. Any such annual equity awards shall be granted within 90 days following the commencement of each calendar year during the Term (except, in the event that the Compensation Committee determines that the Company has an insufficient number of shares remaining under the Plan to make such grants, such grants will not be made unless and until the Company’s shareholders approve for issuance at least the number of shares necessary to make such awards under the Plan). With respect to any annual equity awards granted in a manner consistent with any equity incentive plan adopted by given year, (a) 75% will be in the Company. The determination as form of a performance-based restricted stock or restricted stock units, pursuant to which 0% to 150% of the target number of shares subject to any the award may be earned (with a threshold opportunity equal to 50% of such equitytarget number of shares, a target opportunity equal to 100% of such target number of shares, and a maximum opportunity equal to 150% of such target number of shares), with the performance goals for such award to be based on Company performance over a three-year performance period compared against performance criteria established by the Compensation Committee after consultation with the CEO and based on industry-standard metrics and (b) 25% will be in the form of time-based vesting restricted stock that will vest ratably over a three year period, in each case subject to your continued employment through each such vesting date (except as otherwise provided in this Agreement) and unless otherwise determined by the Compensation Committee. With respect to annual awards granted in the form of restricted stock or restricted stock units (regardless of whether such awards vest based on time or performance goals), when dividends are declared on the unvested underlying shares, such dividends shall accrue and become vested and paid to the same extent that the underlying shares become vested (but in no event later than 2.5 months following the year in which such award becomes vested). Your entitlement to any equity awards remains subject to your execution of the applicable award agreements governing such awards. In order to be eligible to receive any equity awards, you must be an active employee at, and not have given or received notice of termination prior to, the other date of grant. You acknowledge and agree that any historical equity awards in the Company (including, without limitation, any Tandem Awards, pursuant to any agreement between you and your prior employer, FIG LLC (“FIG LLC” together with its affiliates, including Fortress Investment Group, “Fortress”)) remain subject to the terms and conditions of the documentation governing such awards, shall be subject to and that the sole discretion of the Board of Directors or a committee thereof. (b) The equity-based awards contemplated by this Section 3.3 shall be evidenced by, in addition to the equity incentive plan under which they are granted, one or more award agreements (each, an “Award Agreement”) between the Executive and the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence Company assumes no liability with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest as of the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreement, except as otherwise provided herein. In addition, except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awards.

Equity-Based Compensation. The Company shall grant Employee a stock option (the “Initial Equity Award”) to purchase such number of shares of common stock of the Company equal to five percent (5%) of (a) In addition the outstanding capital stock of the Company and outstanding options to the compensation described in Section 3.1 and Section 3.2 purchase shares of this Agreement, the Executive may have the opportunity to receive equity-based awards relating to Shares in a manner consistent with any equity incentive plan adopted by the Company. The determination as to ’s common stock (including the Initial Equity Award) and warrants and other convertible securities and instruments (assuming the conversion or exercise of any convertible or exercisable options, warrants, securities or other instruments then outstanding, whether or not currently convertible or exercisable, and including the Initial Equity Award) and (b) the number of shares that are reserved under the Company’s Amended and Restated 2018 Equity Incentive Plan that are not yet issued or subject to any an outstanding option, each as of the date of this Agreement (the “Diluted Shares”), at a strike price no less than the fair market value per share as determined by the Board. In the event that the Company closes a third-party financing prior to the date on which an initial public offering of the Company’s common stock (the “IPO”) is declared effective by the United States Securities and Exchange Commission (the “IPO Effective Date”), which dilutes the percentage ownership represented by the Initial Equity Award, the Company shall grant the Employee an additional stock option (the “Follow-on Equity Award”) to purchase such equity-based awards, number of shares so that the Initial Equity Award and the other terms Follow-on Equity Award together equal five percent (5%) of the Diluted Shares as of immediately prior to the IPO Effective Date, which for the avoidance of doubt will exclude any shares reserved under the 2020 Equity Incentive Plan and conditions the 2020 Employee Stock Purchase Plan to be adopted in connection with the IPO; provided, however, that if such a third-party financing does not occur prior to the IPO Effective Date, the Employee’s right to the Follow-on Equity Award shall lapse as of such awardsimmediately prior to the IPO Effective Date. The Initial Equity Award and the Follow-on Equity Award shall have the following features: (a) The Employee shall have the right to exercise the Initial Equity Award and the Follow-on Equity Award early, subject to entering into a restricted stock agreement as directed by the Company; provided, however, that the stock acquired by exercise of the Initial Equity Award or the Follow-on Equity Award, as applicable, that is not vested shall be subject to the sole discretion same vesting schedule that applied to the Initial Equity Award and the Follow-on Equity Award, as applicable, so that on termination of employment, any stock that has not become vested may be repurchased, at the Company’s discretion, on payment of the Board lesser of Directors (A) the amount paid by the Employee for such stock, or a committee thereof(B) the then fair market value of such stock. (b) The equity-based awards contemplated by this Section 3.3 shall be evidenced by, in addition to the equity incentive plan under which they are granted, one or more award agreements (each, an “Initial Equity Award Agreement”) between the Executive and the Company, which Follow-on Equity Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, become vested as to 25% on the one-year anniversary of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan Vesting Commencement Date, and shall thereafter become vested in 36 equal monthly installments (so as to be fully vested on the fourth anniversary of the CompanyVesting Commencement Date), all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest as of the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of Employee’s continuous service and such other terms and conditions as required by the applicable equity incentive plan under which they were granted and of agreement evidencing the applicable award agreementInitial Equity Award the Follow-on Equity Award, except as otherwise provided hereinapplicable. In addition, except to The Vesting Commencement Date for the extent any equity incentive plan of the Company or any other agreement between the Company Initial Equity Award and the Executive provides a more favorable result to Follow-on Equity Award will be the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awardsEmployment Start Date.

Equity-Based Compensation. (a) In addition At the Effective Time, each Cash-Out RSU outstanding immediately prior to the compensation described in Section 3.1 Effective Time, shall be canceled and Section 3.2 of this Agreement, converted into the Executive may have the opportunity right to receive equitythe Merger Consideration for each share of Company Common Stock subject to such Cash-based awards relating Out RSU (subject to Shares the proviso below) and any dividend equivalent right in respect of such Cash-Out RSU, in full satisfaction of the rights of the applicable holder with respect thereto, subject to any required withholding Taxes (any such withholding Taxes shall be satisfied by having a manner consistent with portion of the Per Share Stock Consideration of the Merger Consideration retained by Parent or any equity incentive plan adopted Parent Subsidiary, such portion to have a value sufficient to satisfy such withholding Taxes, and, in the event the Per Share Stock Consideration has a value that is less than such withholding Taxes, an amount of cash payable to the holder of such award equal to the value of the remaining Tax withholding shall be retained by Parent or any Parent Subsidiary), provided that, in the Company. The determination as to case of any Cash-Out RSU that is also a Company Performance Share, the number of shares of Company Common Stock deemed to be subject to any such equityCash-based awards, and the other terms and conditions of such awardsOut RSU, shall be subject determined by the Company Board (or the applicable committee thereof) prior to the sole discretion Effective Time in accordance with the applicable award agreement and after reasonable consultation with Parent (for the avoidance of the Board of Directors or a committee thereof.doubt, taking into account any pro ration required by such award agreement); (b) The equity-based awards contemplated by this Section 3.3 At the Effective Time, each Company DSU outstanding immediately prior to the Effective Time, shall be evidenced bycanceled and converted into the right to receive the Merger Consideration (or such other form of payment as is required by the applicable Company Benefit Plan in an amount equal to the value of the Merger Consideration) for each share of Company Common Stock subject to such Company DSU, in addition full satisfaction of the rights of the applicable holder with respect thereto, subject to any required withholding Taxes (any such withholding Taxes shall be satisfied by having a portion of the Per Share Stock Consideration, if any, of the Merger Consideration retained by Parent or any Parent Subsidiary, such portion to have a value sufficient to satisfy such withholding Taxes, and, in the event the Per Share Stock Consideration has a value that is less than such withholding Taxes, an amount of cash payable to the equity incentive plan under which they are grantedholder of such award equal to the value of the remaining Tax withholding shall be retained by Parent or any Parent Subsidiary), one or more provided that the timing of payment shall be made in accordance with the applicable award agreements agreement and any deferral election made thereunder; (c) At the Effective Time, each Rollover RSU outstanding immediately prior to the Effective Time shall be converted into a restricted stock unit of Parent with respect to a target number of Parent ADSs (rounded down to the nearest whole Parent ADS (with any fractional Parent ADSs settled in cash)) equal to the product of (i) the target number of shares of Company Common Stock subject to such Rollover RSU immediately prior to the Effective Time and (ii) the RSU Exchange Ratio subject to adjustment in accordance with Section 2.01(h) (each, an “Award AgreementAdjusted RSU”) between the Executive and the Company), which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, substantially the same terms and conditions as were applicable to such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year Rollover RSU immediately preceding the Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change Effective Time (except that the form of payment upon vesting and settlement shall be in Control Parent ADSs rather than in shares of Company Common Stock), provided that, if such Rollover RSU was subject to performance-based vesting immediately prior to the Effective Time, then the performance conditions applicable to such Adjusted RSU and the number of Adjusted RSUs that may be settled in cash earned at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change period shall be determined in Control Period, employees accordance with Section 5.01(a)(iv) of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI GrantsDisclosure Letter. (d) Except to At the extent any equity incentive plan Effective Time, Parent shall assume all of the obligations of the Company or any other agreement between under the Company Stock Plans, each Adjusted RSU and the Executive provides a more favorable result agreements evidencing the grants thereof. As soon as practicable after the Effective Time, Parent shall deliver to the Executiveholders of Adjusted RSUs appropriate notices setting forth such holders’ rights, and the agreements evidencing the grants of such Adjusted RSUs shall continue in effect on the event of a Change in Control all equity-based awards granted same terms and conditions (subject to the Executive prior adjustments required by this Section 6.05 after giving effect to the Merger). (e) Prior to the Effective Date shall immediately fully vest as of Time, the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent Company Board (100%) of the stated target level for the award or, if higherappropriate, any committee administering the level that would Company Stock Plans) shall adopt such resolutions and take such other actions as may be achieved if required to effect the performance goals (as measured at the time treatment of the Change Company Stock Awards described in Controlparagraphs (a) were to continue through (e) of this Section 6.05. At the direction of Parent, payment of any cash amounts to be achieved at the same rate paid pursuant to this Section 6.05 may be made through the end of Company’s (or the performance period. Any equity-based awards granted to Surviving Corporation’s) payroll, but in no event later than the Executive on or second standard payroll cycle commencing after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreement, except as otherwise provided herein. In addition, except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awardsTime.

Equity-Based Compensation. (a) In addition On the date (such date, the “Registration Effective Date”) that the Securities and Exchange Commission declares effective the Company’s registration statement filed pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, with respect to Company’s initial public offering (the “IPO”) of its common stock, par value $0.001 per share (the “Common Stock”), the Company shall grant to the compensation described in Section 3.1 and Section 3.2 of this AgreementExecutive, the Executive may have the opportunity pursuant to receive equity-based awards relating to Shares in a manner consistent with any equity incentive plan adopted by the Company’s 2012 Incentive Compensation Plan (the “Plan”), a ten-year non-qualified stock option to purchase 400,000 shares of the Company’s Common Stock (the “Time-Based Stock Option”) at a price per share equal to the “Price to Public” per share specified in the final prospectus filed with the Securities and Exchange Commission with respect to the IPO. The determination as to the number of shares subject to any such equityTime-based awards, and the other terms and conditions of such awards, Based Stock Option shall be subject to the sole discretion terms and conditions set forth in the Plan and in a stock option agreement to be executed by the Company and the Executive, the form of which is attached hereto as Exhibit A, which stock option agreement shall contain all of the Board terms and conditions of Directors the Time-Based Stock Option, including, without limitation, vesting, exercisability, termination, and acceleration. In the event that the Registration Effective Date does not occur on or prior to January 1, 2013, on such date the Company shall grant to the Executive, pursuant to the Company’s Amended and Restated 2006 Incentive Compensation Plan, as amended (the “2006 Plan”), the Time-Based Stock Option at a committee thereofprice per share equal to the fair market value of one share of Common Stock as of the date of grant. (b) The equity-based awards contemplated by this Section 3.3 On the Registration Effective Date, the Company shall be evidenced by, in addition grant to the equity incentive plan under which they are grantedExecutive, one or more award agreements (eachpursuant to the Plan, an “Award Agreement”) between the Executive and the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan ten-year non-qualified stock option to purchase 150,000 shares of the Company, all equity’s Common Stock (the “Performance-based awards granted Based Stock Option”) at a price per share equal to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant “Price to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed Public” per share specified in the preceding sentence final prospectus filed with the Securities and Exchange Commission with respect to any equitythe IPO. The Performance-based awards Based Stock Option shall be subject to performance goalsthe terms and conditions set forth in the Plan and in a stock option agreement to be executed by the Company and the Executive, such performance goals will be deemed satisfied at one hundred percent (100%) the form of which is attached hereto as Exhibit B, which stock option agreement shall contain all of the stated target level for terms and conditions of the awardPerformance-Based Stock Option, including, without limitation, vesting, exercisability, termination, and acceleration. In the event that the Registration Effective Date does not occur on or prior to January 1, 2013, on such date the Company shall grant to the Executive, pursuant to the 2006 Plan, the Performance-Based Stock Option at a price per share equal to the fair market value of one share of Common Stock as of the date of grant. (c) Notwithstanding On the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or grants the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of longTime-term incentive awards with a value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company Based Stock Option and the Executive provides a more favorable result Performance-Based Stock Option to the Executive, in whether on the event of a Change in Control all equity-based awards granted Registration Effective Date or January 1, 2013, the Company also shall grant to the Executive prior Executive, pursuant to the Effective Date shall immediately fully vest Plan or the 2006 Plan, as applicable, an award of restricted stock units (the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence “RSUs”) with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) 250,000 shares of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance periodCompany’s Common Stock. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control The RSUs shall be subject to the change terms and conditions set forth in control provisions of the applicable equity incentive plan under which they were granted Plan or the 2006 Plan, as applicable, and of the applicable award agreement, except as otherwise provided herein. In addition, except in a restricted stock unit agreement to the extent any equity incentive plan of the Company or any other agreement between be executed by the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value form of which is based on the appreciation attached hereto as Exhibit C, which restricted stock unit agreement shall contain all of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess terms and conditions of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the rightRSUs, exercisable by written notice to the Company at any time after the Change in Controlincluding, to receivewithout limitation, in exchange for the surrender of each of the Executive’s then-vested restricted Shares vesting, termination, and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awardsacceleration.

Equity-Based Compensation. The Company shall grant to Executive stock options (a) In addition to the compensation described in Section 3.1 and Section 3.2 of this Agreement, the Executive may have the opportunity to receive equity-based awards relating to Shares in a manner consistent with any equity incentive plan adopted by the Company. The determination as to the number of shares subject to any such equity-based awards, and the other terms and conditions of such awards, shall be subject to the sole discretion of the Board of Directors or a committee thereof. (b) The equity-based awards contemplated by this Section 3.3 shall be evidenced by, in addition to the equity incentive plan under which they are granted, one or more award agreements (each, an “Award AgreementOptions”) between the Executive and the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan to purchase shares of the Company’s common stock, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards par value $.01 per share (the “Post-Change-in-Control LTI GrantsCompany Common Stock”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Control, including restricted stock units with respect to the grant date fair Company Common Stock (“Restricted Stock Units”) with an aggregate value of such awards$1,000,000.00 based on the per share fair market value of the Company’s common stock on the Effective Date, equally split between the applicable performance criteria, Options and the manner in which Restricted Stock Units. The value of the amount of incentive compensation earned is determined, Options for this purpose shall be calculated using the length of vesting periods or the other terms of such incentive compensation awardsBlack-Scholes method. In addition, the Post-Change-in-Control LTI Grants Such Options shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted an exercise price per share equal to the Executive prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a fair market value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest share of Company Common Stock as of the date of such Change grant (as determined in Control accordance with Section 409A (as defined below)). Such Options and Restricted Stock Units shall (i) be valued at subject to time-based vesting in equal annual installments over a four (4)-year period based on Executive’s continued employment with the closing price Company (commencing as of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goalsEffective Date), such performance goals will be deemed satisfied at one hundred percent (100%ii) of the stated target level for the award orvest and, if higherapplicable, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to become exercisable upon a Change in Control shall (as defined in the CarLotz, Inc. 2020 Incentive Award Plan (the “Plan”)) in the event that the successor in connection with the Change in Control does not assume or substitute for any such outstanding Options or Restricted Stock Units, and (iii) be subject to the change terms and conditions set forth in control provisions the Plan under which the Options and Restricted Stock Units will be granted and the related Award Agreements (as defined in the Plan), and subject to shareholder approval of the applicable equity incentive plan under which they were Plan. The Options shall be granted and on the Effective Date. The grant of the applicable award agreementRestricted Stock Units shall not be effective until, except as otherwise provided hereinand the exercisability of the Stock Options shall be contingent on the filing of a Form S-8 registration statement by New CarLotz, Inc. with respect to the Plan, no later than sixty-five (65) calendar days after the Effective Date. In addition, except order to satisfy the extent exercise price or any equity incentive plan tax withholding obligations of the Company or any other agreement between the Company and the Executive provides a more favorable result pertaining to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate Options or the Restricted Stock Units, Executive will be permitted to instruct a class of equity that is listed broker, in compliance with applicable laws and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Controlregulations, to receive, in exchange for sell the surrender necessary amount of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares shares subject to such award over awards, such that the cash proceeds of such sale can be used to satisfy such exercise price or tax withholding obligations, and to adopt a Rule 10b5-1 plan, in compliance with applicable laws, to permit Executive to sell shares of Company Common Stock during blackout periods, when Executive has exposure to material non-public information and/or Executive otherwise is subject to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of such Shares subject to restrictions. Additionally, during the award; and (ii) The Term, Executive shall have the rightright to receive stock options, exercisable by written notice restricted stock, restricted stock units, stock appreciation rights and/or other equity awards under the Company’s applicable equity plans as the Company may determine on a basis not less favorable than that provided to the Company at any time after the Change in Control, to receive, in exchange for the surrender class of each of the employees that includes Executive and taking into account Executive’s thenposition with the Company and customary award grants of similar publicly-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awardstraded companies.

Equity-Based Compensation. (ai) In addition You will be eligible, provided you remain employed hereunder (subject to the compensation described in Section 3.1 Paragraphs 9, 10, 11, 12 and Section 3.2 of this Agreement13), the Executive may have the opportunity to receive equity-based awards relating receive, subject to Shares in a manner consistent with any equity incentive plan adopted annual approval by the Company. The determination as to the number of shares subject to any such equity-based awards, and the other terms and conditions of such awards, shall be subject to the sole discretion Compensation Committee of the Board of Directors or a committee thereof. of Studio (b) The equity-based awards contemplated by this Section 3.3 shall be evidenced bythe “Compensation Committee”), in addition to the an annual equity incentive plan under which they are granted, one or more award agreements (each, an “Award Agreement”) between on each anniversary date of the Executive and the Company, which Award Agreement(s) shall provide for Commencement Date until you have been granted a vesting schedule total of not more than four (4) yearssuch annual additional equity incentive awards since the Commencement Date, reduced by the waiver described in equal parts, the next-to-last sentence of this paragraph (it being understood that the actual granting of the award granted thereundermay occur after each such anniversary date by up to five (5) months). Notwithstanding It is Studio’s present expectation that such annual awards will have an annual aggregate grant-date value targeted at $2,000,000. In the event that such awards consist of options and restricted stock, they shall be divided, as determined by the Compensation Committee, between options and restricted stock. In its sole determination, the Compensation Committee may elect to substitute a cash payment of $2,000,000 (“Cash Payment”) in lieu of any provisions now or hereafter existing under any annual equity incentive plan award referenced in this subparagraph, provided payment of the CompanyCash Payment to you will occur no later than the actual granting of such award would have occurred. For purposes of determining your entitlement, all equity-based awards granted if any, under Paragraphs 9, 10, 11, 12 and 13 to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held set forth in this Paragraph 4.b(i), to the extent your employment was terminated after you became eligible for an award approved by the Executive on Compensation Committee but prior to the Termination Date include stock optionsactual granting of such award, stock appreciation rights then you shall be entitled to receive such award or similar awards the substituted Cash Payment. You hereby acknowledge that effective as of December 5, 2005 you waived your right to receive an annual equity award (and your right to receive a cash payment in lieu of such equity award) for the fiscal year ended December 31, 2005 with an exercise or base priceaggregate grant date value of $2,000,000 under this Paragraph 4.b(i). In addition, you waived your right to terminate the Executive Prior Agreement for “good reason” pursuant to Paragraph 13 for the failure to make any of the annual equity incentive awards in accordance with this Paragraph 4.b(i) and for the Studio’s failure to make a cash payment in lieu of an equity grant for the fiscal year ended December 31, 2005. (or the Executive’s estate or legal representative, if applicableii) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any All equity-based awards referred to in this Paragraph 4.b will (x) be valued using a method or methods (including where appropriate a Black-Scholes or other fair value method) as determined by the Compensation Committee from time to time (y) become fully vested, exercisable (if applicable) and nonforfeitable within a period not to exceed four (4) years from the date of grant in a manner determined by the Compensation Committee, contingent on both the continuing performance of services to Studio (subject to Paragraphs 9, 10, 11, 12 and 13) and, in the discretion of the Compensation Committee, the achievement of performance goals, goals as established by the Compensation Committee from time to time (it being understood that (A) the period of time required for achievement of any such performance goal may not exceed four (4) years from the date of the grant of the applicable award and (B) the performance goals and performance periods will be deemed satisfied at one hundred percent no more burdensome than the performance goals and the performance periods for applicable compensation awards made approximately contemporaneously to the CEO, COO and the CFO of Studio), and (100%z) of otherwise be subject to such terms and conditions as may be set forth in the stated target level for 2004 Omnibus Incentive Compensation Plan (the award“Plan”) or determined by the Compensation Committee from time to time and set forth or referred to in the agreement(s) evidencing such award or awards. (ciii) Notwithstanding Following the foregoingexpiration of the Employment Term (i.e., during five (5) years after the Commencement Date), but only if your employment hereunder has not been terminated earlier, you will not be required to perform any Change additional services to Studio in Control Period, order for all of the Executive will be entitled to receive annual grants of longequity-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive based compensation awards granted to you during the Executive Employment Term to be fully vested, exercisable (if applicable) and nonforfeitable; provided that such awards will continue to remain subject to the achievement of performance goals (if any), as provided pursuant to the Plan and to such other terms and conditions as may be determined by the Compensation Committee and set forth or referred to in the year immediately preceding the Change in Controlagreement(s) evidencing such award or awards; and provided further that, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant subject to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, all options and any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest as of the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreement, except as otherwise provided herein. In addition, except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards will remain exercisable for the value of which is based on the appreciation balance of the value term of the grant. (iv) At all times, provided Studio remains a Share rather than public company, Studio will maintain registrations on Form S-8 or any successor form under the full value Securities Act of a Share1933, regardless as amended (“Securities Act”), of when granted, an amount shares of cash equal common stock of Studio that may be received by you pursuant to equity incentive awards referred to in this Paragraph 4.b to the excess extent such form is applicable to such shares. It is understood that even though the shares are registered at the time of issuance to you, such shares will be subject to (a) any restrictions that apply to “affiliates” under Rule 144 of the Fair Market Value of the Shares subject Securities Act, (b) any blackout periods and other Studio policies relating to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and directors and senior officers, and (iic) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awardsother limitations on resale under applicable law.

Equity-Based Compensation. (ai) In addition Immediately prior to the compensation described in Section 3.1 Commencement Date, you received, pursuant to the 2004 Omnibus Incentive Compensation Plan, stock options with respect to Studio’s Class A Common Stock (such stock options, and Section 3.2 any other stock options granted to you by Studio, “Options”) having a grant-date value of $4,740,000 and restricted shares of Studio’s Class A Common Stock (such restricted shares, and any other restricted shares granted to you by Studio, “Restricted Stock”) having a grant-date value of $12,990,000 (the “Initial Grants”). (ii) Concurrently with the execution of this Agreement, the Executive may have the opportunity to you shall receive equityan award of 900,000 performance-based awards relating to Shares in a manner consistent with any equity incentive plan adopted by the Companyrestricted shares and an award of 1,600,000 stock appreciation rights (“SARs”). The determination as to the number vesting of shares such awards shall be subject to any such equity-based awards, and conditions (including achievement of performance goals) as specified in the other terms and conditions agreements evidencing the grant of such awards, attached hereto as Exhibits A and B, and which agreements shall be executed concurrently with this Agreement. (iii) In addition, you will be eligible, while you remain employed hereunder, for each of the years 2010, 2011 and 2012, subject to annual approval by the sole discretion Compensation Committee of the Board of Directors (the “Compensation Committee”), to receive annual equity incentive awards of Options and Restricted Stock (or such other form of equity-based compensation as the Compensation Committee may determine); provided, however, that the Compensation Committee, in its sole discretion, shall, at the time it makes the annual grant for 2010 and/or 2011, be permitted to make a committee thereofcombined grant to you that is intended to cover the annual grants for two or more years, in which case, you shall not be entitled to receive another annual award for the second and/or third year(s) covered by any such combined grant. It is our present expectation that each such annual award will have an annual aggregate grant-date value targeted at $8,000,000. In the event that such awards consist of more than one type of award (e.g., Options, Restricted Stock, SARs and restricted stock units), they shall be divided as determined by the Compensation Committee. (biv) The All Options and Restricted Stock (and any other equity-based awards contemplated awards) referred to in this Paragraph 4.b will (x) be valued using a method or methods (including where appropriate a Black-Scholes or other fair-value method) as determined by this Section 3.3 shall be evidenced bythe Compensation Committee from time to time (and, in addition the case of the Initial Grants, taking into account the IPO price to the equity incentive plan under which they are grantedpublic without regard to the underwriters’ discount), one or more award agreements (eachy) become fully vested, an “Award Agreement”exercisable (if applicable) between the Executive and the Company, which Award Agreement(s) shall provide for nonforfeitable within a vesting schedule of period not more than to exceed four (4) yearsyears from the date of grant, contingent on both the continuing performance of services to Studio (subject to Paragraphs 4.b(v), 9, 10, 11, 12, 13 and 27) and the achievement of performance goals as established by the Compensation Committee from time to time, and (z) otherwise be subject to such terms and conditions as may be set forth in equal partsany applicable equity compensation plan of Studio (each such plan, a “Plan”) or determined by the Compensation Committee from time to time. (v) Upon expiration of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the CompanyEmployment Term (i.e., April 22, 2014), but only if your employment hereunder has not been terminated earlier, (x) you will be entitled to all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination compensation vested as of employment pursuant to Section 4.3 or Section 4.5 hereofsuch date, andand (y) provided that you retire from Studio, to the extent the your equity-based awards held by the Executive on the Termination Date include stock optionscompensation that has not yet vested as of April 22, stock appreciation rights or similar awards with an exercise or base price2014 will become vested as provided in this Paragraph 4.b(v). Accordingly, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any event that you retire from Studio, (A) in the case of equity-based compensation awards that are subject to time-based vesting criteria, the full amount of such awards will vest on April 22, 2014, and (B) in the case of equity-based compensation awards that are subject to performance-based vesting criteria, following April 22, 2014, such awards will continue to remain subject to the achievement of performance goals, as provided pursuant to the Plan and the agreements evidencing such performance goals will awards and to such other terms and conditions as may be deemed satisfied determined by the Compensation Committee at one hundred percent the time of the grant. Notwithstanding clause (100%B) of the stated target level for the award. (c) Notwithstanding the foregoingimmediately preceding sentence, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change event that a change of control (as defined in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (iParagraph 27) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive occurs prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change unless provision is made in Control Period, employees connection with such change of the Company control for assumption of such awards or the successor or acquirer substitution for such awards in the Change manner described in Control who are similarly situated to Paragraph 27.a, such awards shall be treated in accordance with the Executive receive annual grants proviso of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant Paragraph 27.a. Subject to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In additionall Options, for purposes hereof, SARs and any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all similar equity-based awards granted to will remain exercisable for the Executive prior to the Effective Date shall immediately fully vest as balance of the date of such Change in Control and shall be valued at the closing price term of the Shares on grant. In the day prior case of restricted stock units that are subject to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equitytime-based vesting criteria, provided that you retire from Studio, such awards will be settled within thirty (30) days following April 22, 2014. In the case of restricted stock units that are subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equityperformance-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreementvesting criteria, except as otherwise provided hereinin Paragraph 27, such awards will be settled on the seventieth (70th) day after the date that such awards become vested. For purposes of the immediately preceding sentence, an award will be deemed to have vested when it is no longer subject to a substantial risk of forfeiture (within the meaning of Treasury Regulation Section 1.409A-1(d)). For purposes of this Agreement, “retirement” or “retire” shall mean that you have ceased to be an employee of Studio, for any reason, as of any date during the 30-day period commencing on April 22, 2014 and, as of such date, (A) you have attained the age of 55 and (B) the sum of your age and years of service with Studio is at least 70. For purposes of the foregoing sentence, your employment with Studio shall be deemed to have commenced on March 1, 1995. In addition, except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards event that you do not relate retire pursuant to a class of equity that is listed this Paragraph 4.b(v) and traded instead remain employed by Studio on a national securities exchangeMay 22, then: (i) The Executive shall have the right2014, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar your outstanding equity-based compensation awards will continue to vest during your continued employment in accordance with the value of which is based on the appreciation terms of the value applicable awards and any new employment agreement between you and Studio. (vi) Studio agrees to use its best efforts to either (A) in the case of equity-based compensation awards granted to you that have a Share rather than scheduled vesting date that is after April 22, 2014, grant only those types of awards that are not expected to be subject to immediate taxation upon the full value of date that you reach eligibility to retire pursuant to Paragraph 4.b(v) (e.g., Options or SARs) or (B) in the event that Studio has granted awards to you that are subject to taxation in such a Sharecase (e.g., regardless of when grantedRestricted Stock and certain restricted stock units), an amount of cash equal then if you do not retire pursuant to Paragraph 4.b(v) and instead remain employed pursuant to the excess last sentence of Paragraph 4.b(v), Studio will accelerate vesting and distribution of shares of Studio’s Class A Common Stock (the Fair Market Value of the Shares “Shares”) subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and extent necessary to cover applicable tax withholding obligations, including without limitation under the Federal Insurance Contributions Act (iiand related pyramiding income tax withholding) The Executive in accordance with Treasury Regulation Section 1.409A-3(j)(4)(vi) or any successor provision, and shall have the right, exercisable by written notice permit you to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the sell a number of additional Shares subject sufficient to pay any other marginal income taxes with respect thereto, and all other Shares applicable to such awardsawards shall remain nontransferable and forfeitable by you in accordance with Paragraph 4.b(v) and the applicable plan(s) and/or award agreement(s).

Equity-Based Compensation. (a) In addition to During the compensation described in Section 3.1 and Section 3.2 of this AgreementEmployment Term, the Executive may have the opportunity will not be entitled to receive equity-based awards relating to Shares in a manner consistent with any under Company’s equity incentive plan adopted by except as provided in this Section 3(c), but will be eligible to receive one or more additional equity awards at the Company. The determination as to the number of shares subject to any such equity-based awards, and the other terms and conditions of such awards, shall be subject to the sole discretion of the Board or the Committee. The Board or Committee will determine in its discretion whether Executive will be granted any such additional equity awards and the terms of Directors any such equity awards in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time. Executive shall be entitled to receive a committee thereof. cash payment (bthe “Cash Payment”) The equity-based awards contemplated by as described in this Section 3.3 shall be evidenced by, in addition to 3(c) on the equity incentive plan under which they are granted, one or more award agreements day that is five (each, an 5) business days after (such applicable date being the “Award AgreementCash Payment Date”) between the Executive earliest to occur of (the “Vesting Conditions”): (i) Executive’s continued employment hereunder through and until October 31, 2027; (ii) the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of Executive’s employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held hereunder by the Executive on Company without Cause; (iii) the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the termination of Executive’s estate employment hereunder by Executive for Good Reason; (iv) Executive’s continued employment hereunder until a Change in Control and (v) termination of Executive’s employment hereunder due to death or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicableby the Company for Disability. For the avoidance of doubt, if Executive terminates his employment with the Company without Good Reason or if the Company terminates Executive’s employment for Cause (in either case prior to any of the events in clauses (i) – (v) of the preceeding sentence, Executive will not be entitled to the Cash Payment. For purposes of clauses (i) – (iv) above, the Cash Payment shall be equal to 1,800,000 (as proportionately adjusted for any stock splits, dividends, combinations and the like) times the Stock FMV; and for purposes of measuring clause (v) above, the full vesting prescribed in Cash Payment shall be equal to 1,800,000 (as proportionately adjusted for any stock splits, dividends, combinations and the preceding sentence with respect like) times the Stock FMV times a fraction, the numerator of which is the number of days from and including November 1, 2024 to any equityand including the date on which Executive’s employment is terminated and the denominator of which is 1,035. The “Stock FMV” shall be (I) the volume-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) weighted average closing price per share of the stated target level Parent’s common stock for the award. (c) Notwithstanding 10 consecutive trading days ending on the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable trading day immediately prior to the Executive than event triggering the equity incentive awards granted Cash Payment or (II) if the Cash Payment is due to the Executive in the year immediately preceding the a Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner consideration paid in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash at the end per share of the applicable vesting or performance periodParent’s common stock. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest as of the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive Parent on or after the Effective Date that are outstanding but no later than the day immediately prior to a Change the Cash Payment Date grants Executive one or more restricted stock awards of common stock of Parent, which shall vest upon the earliest of the Vesting Conditions and in Control shall be the same relative amount as the Cash Payment vests, subject to Executive’s continued service through such date and the change in control provisions terms and conditions of Parent’s form of restricted stock award agreement under which the applicable award is granted and any equity incentive plan under which they were such award is granted (or any similar agreements containing substantially similar terms as such form and of the applicable award agreement, except as otherwise provided herein. In addition, except to the extent any equity incentive plan of plan) (such award or awards identified by the Company Committee or any other agreement between the Company and Board as applying hereunder to reduce the Executive provides a more favorable result to Cash Payment, if any, collectively being the Executive, if, after a Change in Control“Restricted Stock Award”), the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchangeCash Payment shall be reduced by decreasing the 1,800,000 number (as may have been proportionately adjusted for any stock splits, then: (idividends, combinations or the like) The Executive shall have in the right, exercisable formula for determining the Cash Payment by written notice to the Company at any time after the Change in Control, to receive, in exchange 1.2 for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares every share subject to the award; and (ii) The Executive shall have the right, exercisable by written notice Restricted Stock Award up to 1,500,000 shares subject to the Company at Restricted Stock Award (as adjusted for any time after stock splits, dividends, combinations or the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awardslike).

Equity-Based Compensation. (ai) In addition The Company shall grant to Employee, as of the Effective Date, a Deferred Share Award, pursuant to the compensation described in Section 3.1 and Section 3.2 terms of this Agreementthe Clear Channel Outdoor Holdings, Inc. 2012 Stock Incentive Plan (the Executive may have the opportunity to receive equity-based awards relating to Shares in a manner consistent with any equity incentive plan adopted by the Company. The determination as to the number of shares subject to any such equity-based awards“Plan”), and the other terms and conditions of such awards, which award shall be subject to the sole discretion terms and conditions of the Board Plan, shall be granted as soon as practicable upon approval of Directors such grant by the Compensation Committee of the board of directors of Clear Channel Outdoor Holdings, Inc. and shall further be subject to the following: (1) The Deferred Share Award shall represent a right to receive, at the time and in the manner provided for under the Plan, a number of shares of Common Stock (as that term is defined in the Plan) having a value, as of the Effective Date, equal to One Million Five Hundred Thousand Dollars ($1,500,000.00); and (2) Employee’s rights to the Deferred Share Award shall be 0% vested until the fourth anniversary of the Effective Date, at which time Employee’s rights to the Deferred Share Award shall be 100% vested, so that in the event Employee resigns without Good Reason or is terminated for Cause prior to such vesting date, Employee shall forfeit any and all rights to such Deferred Share Award; provided, however, that, if the Company terminates Employee’s employment without Cause or Employee resigns for Good Reason prior to Employee becoming 100% vested in the Deferred Share Award, Employee shall be treated as having become vested with respect to 25% of such Deferred Share Award for each full year that has elapsed between the Effective Date and the date of such termination of employment. By way of example, if the Company terminates Employee’s employment without Cause two years and six months after the Effective Date, Employee shall be treated as having a committee thereofvested interest in 50% of the Deferred Share Award. (bii) The equity-based awards contemplated by this Section 3.3 shall be evidenced by, in addition to the equity incentive plan under which they are granted, one or more award agreements (each, an “Award Agreement”) between the Executive and the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award. (c) Notwithstanding the foregoingCompany shall, during any Change in Control Periodthe term of this Agreement, the Executive will be entitled also grant to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash Employee at the end of the applicable vesting or performance period. Notwithstanding the foregoingtime annual option grants are generally made to other key Company executives, ifStock Options, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant to the foregoingterms of the Plan, then which grant shall be subject to the Executive’s Post-Change-in-Control LTI Grants terms and conditions of the Plan, and shall further be subject to the following: (1) Each Stock Option grant shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control per share Exercise Price that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except is equal to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event fair market value of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest share of Common Stock determined as of the date of such Change in Control grant, and shall be valued at the closing price for a number of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, shares such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreement, except as otherwise provided herein. In addition, except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of the Stock Option grant, determined at the reasonable discretion of Plan’s administrative committee, shall not be less than Six Hundred Thousand Dollars ($600,000.00), which is based on determination shall be consistent with the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the awardvaluation method commonly known as Black-Scholes Model; and (ii2) The Executive Employee’s rights with respect to each such Stock Option grant shall have the right, become vested and exercisable by written notice with respect to the Company at any time after the Change in Control, to receive, in exchange for the surrender not less than 25% of such Stock Option Grant on each of the Executive’s then-vested restricted Shares and each four anniversaries of the Executivedate of grant of each such Stock Option, so that each Stock Option grant shall be fully exercisable on the fourth anniversary of its date of grant; provided, in all instances, except as provided in the grant or by the Compensation Committee, that such vesting shall be contingent on Employee’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to remaining continuously employed by the Fair Market Value of Company through the number of Shares subject to such awardsrelevant vesting date or dates.

Equity-Based Compensation. i. You will be eligible, while you remain employed hereunder, subject to annual approval by the Compensation Committee of the Board of Directors of Studio (athe “Compensation Committee”), to receive annual awards of restricted shares of Studio's Class A common stock (“Restricted Stock”) In addition (or such other form of equity-based compensation as the Compensation Committee may determine). It is Studio's present expectation that such annual awards will have an aggregate grant-date value targeted at $1,000,000. ii. All Restricted Stock (and any other equity-based awards) referred to in this Paragraph 4.b will (x) be valued using a method or methods (including where appropriate a Black-Scholes or other fair value method) as determined by the Compensation Committee from time to time, (y) become vested, exercisable (if applicable) and nonforteitable twenty-five percent (25%) per year for a period of four (4) years from the date of any grant (or otherwise in a manner determined by the Compensation Committee) and (z) otherwise be subject to such terms and conditions as may be set forth in the applicable equity compensation plan of Studio (each such plan, a “Plan”) or determined by the Compensation Committee from time to time. iii. Following the expiration of the Employment Term, but only if your employment hereunder has not been terminated earlier, and except as provided in Paragraph 4.b(iv), (x) you will be entitled to all equity-based compensation vested as of such date, and (y) provided that you retire from Studio, your equity-based compensation that has not yet vested as of such date will become vested as provided in this Paragraph 4.b(iii). Accordingly, in the event that you retire from Studio, you will not be required to perform any additional services to Studio in order for all of the equity-based compensation awards granted to you during the Employment Term to become fully vested, exercisable (if applicable) and nonforfeitable. For purposes of this Agreement, an award will be deemed to have vested when it is no longer subject to a substantial risk of forfeiture (within the meaning of Treasury Regulation Section 1.409A-1(d)). With respect to awards that are subject to time-based vesting criteria, the full amount of such awards will vest on December 31, 2016. With respect to equity-based compensation awards that are subject to performance-based vesting criteria, such awards will continue to remain subject to the compensation achievement of performance goals, as provided pursuant to the Plan and the agreements evidencing such awards and to such other terms and conditions as may be determined by the Compensation Committee at the time of the grant; provided that, in the event that a change of control (as defined in Paragraph 25) occurs prior to the end of the applicable performance period, unless provision is made in connection with such change of control for assumption of such awards or substitution for such awards in the manner described in Section 3.1 Paragraph 25.a, such awards shall be treated in accordance with the proviso of Paragraph 25.a. Subject to the foregoing, all stock appreciation rights with respect to Studio's Class A common stock (“SARs”) and Section 3.2 any similar equity-based awards will remain exercisable for the balance of the term of the grant (subject to termination in the event of a corporate transaction, to the extent permitted by the applicable Plan). In the case of restricted stock units that are subject to time-based vesting criteria, such awards will be settled within thirty (30) days following December 31, 2016. In the case of restricted stock units that are subject to performance-based vesting criteria, except as otherwise provided in Paragraph 25, such awards will be settled on the seventieth (70th) day after the date that such awards become vested. For purposes of this Agreement, “retirement” or “retire” shall mean that you have ceased to be an employee of Studio as of any date during the 30-day period commencing on the expiration of the Employment Term and, as of such date, (A) you have attained the age of 55 and (B) the sum of your age and years of service with Studio is at least 70. For purposes of the foregoing sentence, your employment with Studio shall be deemed to have commenced on December 5, 2005. In the event that you do not retire pursuant to this Paragraph 4.b(iii) and instead remain employed by Studio following expiration of the Employment Term, your outstanding equity-based compensation awards will continue to vest during your continued employment in accordance with the terms of the applicable awards and any new employment agreement between you and Studio. iv. You and Studio hereby agree that, notwithstanding Paragraph 4.b(vi) of the Prior Agreement, any provision of any award agreement governing any equity or cash incentive compensation awards that would otherwise have become vested on December 31, 2011 (such awards, the “Prior Agreement Awards”), or any provision of this Agreement, the Executive may have Prior Agreement Awards will not become automatically vested on December 31, 2011 and your obligation to perform additional services to Studio in order to continue vesting in the opportunity to receive equity-based awards relating to Shares Prior Agreement Awards will continue from and after January 1, 2012; provided, however, that upon a change of control (as defined in Paragraph 25) or upon termination of your employment as a manner consistent with result of death or incapacity (as defined in Paragraph 9.a), by Studio without cause (as defined in Paragraph 11) or by you for good reason (as defined in Paragraph 13), any Prior Agreement Awards and any equity incentive plan adopted by the Company. The determination as compensation awards granted on or prior to the number of shares October 31, 2008 and subject to any such equity-based awards, and the other terms and conditions of such awards, shall be subject to the sole discretion of the Board of Directors or a committee thereof. (b) The equity-based awards contemplated by this Section 3.3 shall be evidenced by, in addition to the equity incentive plan under which they are granted, one or more award agreements (each, an “Award Agreement”) between the Executive and the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%Paragraph 4.b(vii) of the stated target level for the award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that Prior Agreement shall satisfy the standards set forth above and that are no less favorable become vested to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Controlsame extent that they would have vested on December 31, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled 2011 pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI GrantsPrior Agreement. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest as of the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreement, except as otherwise provided herein. In addition, except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awards.

Equity-Based Compensation. (a) In addition Establishment of New Incentive Plan. Effective as of the Closing, ----------------------------------- the Parties shall take all actions necessary to the compensation described in Section 3.1 and Section 3.2 of this Agreement, the Executive may have the opportunity to receive establish an equity-based awards relating incentive compensation plan (the "BH Incentive Plan") substantially in ----------------- accordance with the terms as set forth on Annex P hereof, subject to Shares in a manner consistent with any equity incentive plan adopted such changes as may be agreed by the CompanyParties or as may be necessary or desirable for compliance with applicable law. The determination BH Incentive Plan shall provide for an allocation of the total shares reserved under the plan as to the follows: (i) a number of shares necessary for Nontransferred At Home Employee Awards (as defined below) and (ii) a number of shares necessary for all other grants of awards, including grants to new hires. All awards under the BH Incentive Plan shall be approved by the Compensation Committee of the BH Supervisory Board (the "Compensation Committee") and the BH Supervisory Board; provided, however, the ----------------------- -------- ------- grant of Nontransferred At Home Employee Awards shall be based upon the recommendations of At Home subject to any such equity-based awardsapproval by the Compensation Committee, and which approval shall not be unreasonably withheld. Effective as of the other terms and conditions of such awardsClosing Date, a new equity plan foundation (the "BH Foundation") shall be subject to the sole discretion of the Board of Directors or a committee thereof. (b) The equity-based awards contemplated established by this Section 3.3 shall be evidenced by, in addition to the equity incentive plan under which they are granted, one or more award agreements (each, an “Award Agreement”) between the Executive and the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, ------------- BH for purposes of measuring holding the full vesting prescribed in the preceding sentence with respect shares of BH to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable issued pursuant to the Executive than the equity incentive awards granted BH Incentive Plan from time to the Executive in the year immediately preceding the Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance periodtime. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of awards under the Company or any other agreement between the Company BH Incentive Plan would result in adverse tax consequences for an individual and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest as of the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goalsindividual is not otherwise compensated, such performance goals individuals' options under the existing chello Phantom Plan or chello Equity Plan will not be deemed satisfied at one hundred percent (100%) of cancelled and they will not be required to exchange such options for options under the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreement, except as otherwise provided herein. In addition, except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awardsBH Incentive Plan.

Equity-Based Compensation. (a) In addition i. Subject to approval by the Board of Directors or the Compensation Committee as soon as possible but no later than the first Board or Compensation Committee meeting following your employment start date, in connection with this offer of employment and as an inducement to your accepting employment with the Company, you will be granted an equity award comprised of stock options and restricted stock units. The Company will grant to you an option to purchase shares of the Company’s common stock having a grant date value, determined in accordance with the Company’s procedures for equity awards, of approximately $1,000,000. The exercise price will reflect the closing stock price of the Company’s common stock on the date of grant. The option will vest as to 25% of the underlying shares on the first anniversary of the vesting commencement date and as to the compensation described remaining shares in Section 3.1 and Section 3.2 equal monthly installments over three years thereafter, subject to continued service. The Company will also grant to you restricted stock units having a grant date value, determined in accordance with the Company’s procedures for equity awards, of this Agreementapproximately $1,000,000. The restricted stock units will vest as to 25% of the underlying shares on the first four anniversaries of the vesting commencement date, subject to continued service. The equity award will be granted under the Company’s equity incentive plan or inducement equity incentive plan (either, the Executive may have “Plan”) and will be subject to all of the opportunity terms and conditions set forth in the Plan and the equity agreements governing the option and RSU’s. These documents will be provided to receive you at the time, or as soon as practical after, the equity award is granted to you. In the event of any conflict between this letter and the Plan or the equity agreements, the Plan and the equity agreements will control. ii. You will be eligible to be considered for the grant of other equity-based awards relating to Shares in a manner consistent commensurate with any equity incentive plan adopted by the Companyyour position and responsibilities. The determination as to the number amount, terms, and conditions of shares subject to any such equity-based awards, awards will be determined by the Board or the Compensation Committee in its discretion based on performance and achievement of milestones consistent with other senior executives of the other Company. iii. The terms and conditions of such awards, shall be subject to the sole discretion of the Board of Directors or a committee thereof. (b) The equity-based awards contemplated by this Section 3.3 shall be evidenced by, in addition to the equity incentive plan under which they are granted, one or more award agreements (each, an “Award Agreement”) between the Executive and the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to you, including the Executive shall vest initial equity award contemplated by Section 3(c)(i), will be set forth in full immediately upon the Termination Date except for termination of employment pursuant Plan under which the award is granted and an award agreement evidencing the award, which will be provided to Section 4.3 you at or Section 4.5 hereof, and, to following the extent time the applicable equity-based awards held by award is granted to you. In the Executive on event of any conflict between this Agreement and the Termination Date include stock options, stock appreciation rights Plan or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award agreement governing your equity award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest as of the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for Plan and/or the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreement, except as otherwise provided herein. In addition, except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awardswill control.

Equity-Based Compensation. (ai) In addition Immediately prior to the compensation described in Section 3.1 Commencement Date, you received a grant of fully vested DreamWorks LLC Phantom E Interests that, upon the Commencement Date, were converted into fully vested shares of Studio Class A Common Stock, par value $0.01 per share (“Shares”), that had an aggregate value as of October 27, 2004 (which was the IPO pricing date) of $5,700,000. (ii) On October 27, 2004, you received, pursuant to the 2004 Omnibus Incentive Compensation Plan, stock options with respect to Studio’s Class A common stock (“Options”) having a grant-date value of $1,990,000 and Section 3.2 restricted shares of Studio’s Class A common stock (“Restricted Stock”) having a grant-date value of $5,450,000 (the “Initial Grants”). (iii) Concurrently with the execution of this Agreement, the Executive may have the opportunity to you shall receive equityan award of performance-based awards relating to Shares in restricted stock units having a manner consistent with any equity incentive plan adopted by the Companygrant-date value targeted at $9,000,000. The determination as to the number of shares subject to any such equity-based awards, and the other terms and conditions vesting of such awards, award shall be subject to conditions (including achievement of performance goals) as specified in the sole discretion agreement evidencing the grant of the Board of Directors or a committee thereofsuch award, which agreement shall be executed concurrently with this Agreement. (biv) The equity-based awards contemplated by this Section 3.3 shall be evidenced byWhile you remain employed hereunder, commencing in 2011, in addition to lieu of receiving a larger base salary than the equity incentive plan under which they are grantedamount set forth in Paragraph 4.a. of this Agreement, one or more award agreements (each, an “Award Agreement”) between the Executive and the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive you will be entitled to receive annual grants equity awards of longOptions and Restricted Stock (or such other form of equity-term incentive awards based compensation as the Compensation Committee of the Board of Directors of Studio (the “Post-Change-in-Control LTI GrantsCompensation Committee”) may determine) having an aggregate grant-date value of $500,000, provided that you shall satisfy not be entitled to receive more than two (2) such awards during the standards set forth above period beginning on the date hereof and ending on December 31, 2013 (the “Extended Term”). In the event that are no less favorable such awards consist of Options and Restricted Stock, they shall be divided, as determined by the Compensation Committee, between Options and Restricted Stock. (v) You will also be eligible, while you remain employed hereunder, subject to annual approval by the Executive than Compensation Committee, to receive annual awards of Options and Restricted Stock (or such other form of equity-based compensation as the Compensation Committee may determine). It is Studio’s present expectation that such annual awards will have an aggregate grant-date value targeted at $750,000. In the event that such awards consist of Options and Restricted Stock, they shall be divided, as determined by the Compensation Committee, between Options and Restricted Stock. These annual awards shall be in lieu of annual cash bonuses in the event the Compensation Committee does not pay cash bonuses to Studio’s most senior executives; provided that if the Compensation Committee does elect to pay such cash bonuses in addition to such annual awards, such awards shall also be in addition to any cash bonuses granted by the Compensation Committee. (vi) In addition, you will be eligible, while you remain employed hereunder, commencing in 2011, subject to annual approval by the Compensation Committee, to receive annual equity incentive awards granted of Options and Restricted Stock (or such other form of equity-based compensation as the Compensation Committee may determine), provided that you shall not be entitled to receive more than two (2) such awards during the Extended Term. It is Studio’s present expectation that such annual awards will have an annual aggregate grant-date value targeted at $2,500,000. In the event that such awards consist of Options and Restricted Stock, they shall be divided, as determined by the Compensation Committee, between Options and Restricted Stock. (vii) All Options and Restricted Stock (and any other equity-based awards) referred to in this Paragraph 4.b will (x) be valued using a method or methods (including where appropriate a Black-Scholes or other fair-value method) as determined by the Compensation Committee from time to time (and, in the case of the Initial Grants, taking into account the IPO price to the public without regard to the underwriters discount), (y) become fully vested, exercisable (if applicable) and nonforfeitable within a period not to exceed five (5) years from the date of the Initial Grant or four (4) years from the date of any other grant, in a manner determined by the Compensation Committee, and will be contingent on both the continuing performance of services to Studio (subject to Paragraphs 4.b(viii), 9, 10, 11, 12, 13 and 25) and the achievement of performance goals as established by the Compensation Committee from time to time (it being understood that the performance goals and performance periods will be no more burdensome than the performance goals and the performance periods for applicable compensation awards made approximately contemporaneously to the Chief Executive Officer, President, Chief Financial Officer and the General Counsel of Studio), and (z) otherwise be subject to such terms and conditions as may be set forth in the year immediately preceding applicable equity compensation plan of Studio (each such plan, a “Plan”) or determined by the Change Compensation Committee from time to time. Notwithstanding the foregoing, any performance-based Initial Grants may, in Controlthe discretion of the Compensation Committee, including with respect have a vesting schedule that ends in the first quarter of 2010. (viii) Upon the expiration of the Employment Term (i.e., December 31, 2013) but only if your employment hereunder has not been terminated earlier, (x) you will be entitled to the grant date fair value all equity-based compensation vested as of such awardsdate, and (y) provided that you retire from Studio, your equity-based compensation that has not yet vested as of December 31, 2013 will become vested as provided in this Paragraph 4.b(viii). Accordingly, in the applicable performance event that you retire from Studio, (A) in the case of equity-based compensation awards that are subject to time-based vesting criteria, the manner in which the full amount of incentive such awards will vest on December 31, 2013, and (B) in the case of equity-based compensation earned is determinedawards that are subject to performance-based vesting criteria, following December 31, 2013, such awards will continue to remain subject to the length achievement of vesting periods or performance goals, as provided pursuant to the Plan and the agreements evidencing such awards and to such other terms and conditions as may be determined by the Compensation Committee at the time of such incentive compensation awardsthe grant. In additionNotwithstanding clause (B) of the immediately preceding sentence, in the Post-Change-in-Control LTI Grants shall either event that a change of control (ias defined in Paragraph 25) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive occurs prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change unless provision is made in Control Period, employees connection with such change of the Company control for assumption of such awards or the successor or acquirer substitution for such awards in the Change manner described in Control who are similarly situated to Paragraph 25.a, such awards shall be treated in accordance with the Executive receive annual grants proviso of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant Paragraph 25. a. Subject to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In additionall Options, for purposes hereof, SARs and any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all similar equity-based awards granted to will remain exercisable for the Executive prior to the Effective Date shall immediately fully vest as balance of the date of such Change in Control and shall be valued at the closing price term of the Shares on grant. In the day prior case of restricted stock units that are subject to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equitytime-based vesting criteria, provided that you retire from Studio, such awards will be settled within thirty (30) days following December 31, 2013. In the case of restricted stock units that are subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equityperformance-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreementvesting criteria, except as otherwise provided hereinin Paragraph 25, such awards will be settled on the seventieth (70th) day after the date that such awards become vested. For purposes of the immediately preceding sentence, an award will be deemed to have vested when it is no longer subject to a substantial risk of forfeiture (within the meaning of Treasury Regulation Section 1.409A-1(d)). For purposes of this Agreement, “retirement” or “retire” shall mean that you have ceased to be an employee of Studio as of any date during the 30-day period commencing on the expiration of the Employment Term and, as of such date, (A) you have attained the age of 55 and (B) the sum of your age and years of service with Studio is at least 70. For purposes of the foregoing sentence, your employment with Studio shall be deemed to have commenced on July 7, 1997. In addition, except the event that you do not retire pursuant to the extent any equity incentive plan this Paragraph 4.b(viii) and instead remain employed by Studio following expiration of the Company or any other agreement between the Company and the Executive provides a more favorable result to the ExecutiveEmployment Term, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar your outstanding equity-based compensation awards will continue to vest during your continued employment in accordance with the value of which is based on the appreciation terms of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the right, exercisable by written notice to the Company at applicable awards and any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares new employment agreement between you and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awardsStudio.

Equity-Based Compensation. (a) In During the Term, in addition to the compensation described in Section 3.1 and Section 3.2 of this AgreementSign-On Award, the Executive may have the opportunity you will be eligible to receive annual equity-based awards relating pursuant to Shares the Plan, which shall be granted at the same time as other annual equity-based grants to, and subject to the terms and conditions generally applicable to, other senior executives of the Company and in this section of the Letter Agreement. The Compensation Committee, in its discretion, will determine whether any such awards will be made to you and the amount of any such awards in accordance with this section of the Letter Agreement, with the target value for such annual awards equal to 100% of your Base Salary (based on the grant date fair market value of the Company’s publicly traded common stock as determined under the Plan) (your “Target Award Value”); provided that, the Compensation Committee may, in its discretion grant annual awards with a target value in excess of your Target Award Value. Any such annual equity awards shall be granted within 90 days following the commencement of each calendar year during the Term (except, in the event that the Compensation Committee determines that the Company has an insufficient number of shares remaining under the Plan to make such grants, such grants will not be made unless and until the Company’s shareholders approve for issuance at least the number of shares necessary to make such awards under the Plan). With respect to any annual equity awards granted in a manner consistent with any equity incentive plan adopted by given year, (a) 75% will be in the Company. The determination as form of a performance-based restricted stock or restricted stock units, pursuant to which 0% to 150% of the target number of shares subject to any the award may be earned (with a threshold opportunity equal to 50% of such equity-based awardstarget number of shares, a target opportunity equal to 100% of such target number of shares, and the other terms and conditions a maximum opportunity equal to 150% of such awardstarget number of shares), shall with the performance goals for such award to be subject to based on Company performance over a three-year performance period compared against performance criteria established by the sole discretion of Compensation Committee after consultation with the Board of Directors or a committee thereof. CEO and based on industry-standard metrics and (b) The equity25% will be in the form of time-based awards contemplated by this Section 3.3 shall be evidenced byvesting restricted stock that will vest ratably over a three year period, in addition each case subject to your continued employment through each such vesting date (except as otherwise provided in this Agreement) and unless otherwise determined by the Compensation Committee. With respect to annual awards granted in the form of restricted stock or restricted stock units (regardless of whether such awards vest based on time or performance goals), when dividends are declared on the unvested underlying shares, such dividends shall accrue and become vested and paid to the equity incentive plan under same extent that the underlying shares become vested (but in no event later than 2.5 months following the year in which they are granted, one or more such award agreements (each, an “Award Agreement”) between the Executive and the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunderbecomes vested). Notwithstanding any provisions now or hereafter existing under Your entitlement to any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards remains subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest as of the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and your execution of the applicable award agreement, except as otherwise provided hereinagreements governing such awards. In addition, except order to the extent be eligible to receive any equity incentive plan awards, you must be an active employee at, and not have given or received notice of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Controltermination prior to, the Executive’s equity incentive awards do not relate to a class date of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awardsgrant.

Equity-Based Compensation. (a) In addition At the Effective Time, each Cash-Out RSU outstanding immediately prior to the compensation described in Section 3.1 Effective Time, shall be canceled and Section 3.2 of this Agreement, converted into the Executive may have the opportunity right to receive equitythe Merger Consideration for each share of Company Common Stock subject to such Cash-based awards relating Out RSU (subject to Shares the proviso below) and any dividend equivalent right in respect of such Cash-Out RSU, in full satisfaction of the rights of the applicable holder with respect thereto, subject to any required withholding Taxes (any such withholding Taxes shall be satisfied by having a manner consistent with portion of the Per Share Stock Consideration of the Merger Consideration retained by Parent or any equity incentive plan adopted Parent Subsidiary, such portion to have a value sufficient to satisfy such withholding Taxes, and, in the event the Per Share Stock Consideration has a value that is less than such withholding Taxes, an amount of cash payable to the holder of such award equal to the value of the remaining Tax withholding shall be retained by Parent or any Parent Subsidiary), provided that, in the Company. The determination as to case of any Cash-Out RSU that is also a Company Performance Share, the number of shares of Company Common Stock deemed to be subject to such Cash-Out RSU, shall be determined by the Company Board (or the applicable committee thereof) prior to the Effective Time in accordance with the applicable award agreement and after reasonable consultation with Parent 59 (for the avoidance of doubt, taking into account any pro ration required by such award agreement); (b) At the Effective Time, each Company DSU outstanding immediately prior to the Effective Time, shall be canceled and converted into the right to receive the Merger Consideration (or such other form of payment as is required by the applicable Company Benefit Plan in an amount equal to the value of the Merger Consideration) for each share of Company Common Stock subject to such Company DSU, in full satisfaction of the rights of the applicable holder with respect thereto, subject to any required withholding Taxes (any such equity-based awardswithholding Taxes shall be satisfied by having a portion of the Per Share Stock Consideration, and if any, of the other terms and conditions Merger Consideration retained by Parent or any Parent Subsidiary, such portion to have a value sufficient to satisfy such withholding Taxes, and, in the event the Per Share Stock Consideration has a value that is less than such withholding Taxes, an amount of cash payable to the holder of such awards, award equal to the value of the remaining Tax withholding shall be retained by Parent or any Parent Subsidiary), provided that the timing of payment shall be made in accordance with the applicable award agreement and any deferral election made thereunder; (c) At the Effective Time, each Rollover RSU outstanding immediately prior to the Effective Time shall be converted into a restricted stock unit of Parent with respect to a target number of Parent ADSs (rounded down to the nearest whole Parent ADS (with any fractional Parent ADSs settled in cash)) equal to the product of (i) the target number of shares of Company Common Stock subject to the sole discretion of the Board of Directors or a committee thereof. (b) The equity-based awards contemplated by this Section 3.3 shall be evidenced by, in addition such Rollover RSU immediately prior to the equity incentive plan under which they are granted, one or more award agreements Effective Time and (ii) the RSU Exchange Ratio subject to adjustment in accordance with Section 2.01(h) (each, an “Award AgreementAdjusted RSU”) between the Executive and the Company), which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, substantially the same terms and conditions as were applicable to such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year Rollover RSU immediately preceding the Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change Effective Time (except that the form of payment upon vesting and settlement shall be in Control Parent ADSs rather than in shares of Company Common Stock), provided that, if such Rollover RSU was subject to performance-based vesting immediately prior to the Effective Time, then the performance conditions applicable to such Adjusted RSU and the number of Adjusted RSUs that may be settled in cash earned at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change period shall be determined in Control Period, employees accordance with Section 5.01(a)(iv) of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI GrantsDisclosure Letter. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest as of the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreement, except as otherwise provided herein. In addition, except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awards.

Equity-Based Compensation. (ai) In addition Upon the Commencement Date, you received, pursuant to the compensation described 2004 Omnibus Incentive Compensation Plan, stock appreciation rights with respect to Studio’s Class A common stock (“SARs”) having a grant-date value of $687,500 and restricted shares of Studio’s Class A common stock (“Restricted Stock”) having a grant date value of $2,062,500 (the “Initial Grants”). (ii) While you remain employed hereunder, commencing at the end of 2006, in Section 3.1 and Section 3.2 lieu of receiving a larger base salary than the amount set forth in Paragraph 4.a. of this Agreement, the Executive may have the opportunity you will be entitled to receive annual equity awards of SARs and Restricted Stock (or such other form of equity-based awards relating to Shares in a manner consistent with any equity incentive plan adopted by compensation as the Company. The determination as to the number of shares subject to any such equity-based awards, and the other terms and conditions of such awards, shall be subject to the sole discretion Compensation Committee of the Board of Directors or a committee thereof. of Studio (b) The equity-based awards contemplated by this Section 3.3 shall be evidenced by, in addition to the equity incentive plan under which they are granted, one or more award agreements (each, an “Award AgreementCompensation Committee”) between the Executive and the Company, which Award Agreement(smay determine) shall provide for a vesting schedule having an aggregate grant-date value of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable$500,000. For the avoidance of doubt, for purposes the initial grant of measuring such annual awards shall be guaranteed and not subject to further approval by the full Compensation Committee, but the vesting prescribed in the preceding sentence with respect to any of such SARs and Restricted Stock (or such other form of equity-based awards compensation as the Compensation Committee may determine) shall be subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the awardvesting conditions. (ciii) Notwithstanding the foregoingYou will also be eligible, during any Change in Control Periodwhile you remain employed hereunder, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash commencing at the end of the applicable vesting or performance period. Notwithstanding year 2006 (the foregoing, if, during a Change in Control Period, employees amount of the Company or the successor or acquirer award for 2006 was determined in the Change first quarter of 2007), subject to annual approval by the Compensation Committee, to receive annual awards of SARs and Restricted Stock (or such other form of equity-based compensation as the Compensation Committee may determine). It is Studio’s present expectation that such annual awards will have an aggregate grant-date value targeted at $1,000,000. In the event that such awards consist of SARs and Restricted Stock, they shall be divided, as determined by the Compensation Committee, between SARs and Restricted Stock. These annual awards shall be in Control who lieu of annual cash bonuses in the event the Compensation Committee does not pay cash bonuses to Studio’s most senior executives; provided that if the Compensation Committee does elect to pay such cash bonuses in addition to such annual awards, such awards shall also be in addition to any cash bonuses granted by the Compensation Committee. (iv) In addition, you will be eligible, while you remain employed hereunder, commencing at the end of 2006, subject to annual approval by the Compensation Committee, to receive annual equity incentive awards of SARs and Restricted Stock (or such other form of equity-based compensation as the Compensation Committee may determine). It is Studio’s present expectation that such annual awards will have an annual aggregate grant-date value targeted at $2,750,000. In the event that such awards consist of SARs and Restricted Stock, they shall be divided, as determined by the Compensation Committee, between SARs and Restricted Stock. (v) All SARs and Restricted Stock (and any other equity-based awards) referred to in this Paragraph 4.b will (x) be valued using a method or methods (including where appropriate a Black-Scholes or other fair value method) as determined by the Compensation Committee from time to time, (y) (a) for the grants under Paragraph 4.b(ii) and (iii) become vested, exercisable (if applicable) and nonforteitable twenty-five percent (25%) per year for a period of four (4) years and (b) for the grants under Paragraph 4.b(iv) become fully vested, exercisable (if applicable) and nonforfeitable within a period not to exceed four (4) years from the date of any grant in a manner determined by the Compensation Committee, and will be contingent on both the continuing performance of services to Studio (subject to Paragraphs 4.b(vi), 4.b(vii), 4.b(viii), 9, 10, 11, 12, 13 and 25) and the achievement of performance goals as established by the Compensation Committee from time to time, and (z) otherwise be subject to such terms and conditions as may be set forth in the applicable equity compensation plan of Studio (each such plan, a “Plan”) or determined by the Compensation Committee from time to time. (vi) Following the expiration of the Employment Term, but only if your employment hereunder has not been terminated earlier, you will not be required to perform any additional services to Studio in order for all of the equity-based compensation awards granted to you during the Employment Term to become fully vested, exercisable (if applicable) and nonforfeitable. For purposes of this Agreement, an award will be deemed to have vested when it is no longer subject to a substantial risk of forfeiture (within the meaning of Treasury Regulation Section 1.409A-1(d)). With respect to awards that are similarly situated subject to time-based vesting criteria, the full amount of such awards will vest on December 31, 2011. With respect to equity-based compensation awards that are subject to performance-based vesting criteria, such awards will continue to remain subject to the Executive receive annual grants achievement of long-term incentive awards with a value greater than those performance goals, as provided pursuant to which the Executive would be entitled pursuant Plan and the agreements a. Subject to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, all SARs and any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all similar equity-based awards granted to will remain exercisable for the Executive prior to the Effective Date shall immediately fully vest as balance of the date of such Change in Control and shall be valued at the closing price term of the Shares on grant. In the day prior case of restricted stock units that are subject to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equitytime-based vesting criteria, such awards will be settled within thirty (30) days following December 31, 2011. In the case of restricted stock units that are subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equityperformance-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreementvesting criteria, except as otherwise provided herein. In additionin Paragraph 25, except such awards will be settled on the seventieth (70th) day after the date that such awards become vested. (vii) Notwithstanding any provision in this Agreement to the extent contrary, upon a change of control (as defined in Paragraph 25) or upon termination of your employment as a result of death or incapacity (as defined in Paragraph 9.a), by Studio without cause (as defined in Paragraph 11) or by you for good reason (as defined in Paragraph 13), any equity incentive plan compensation awards that would have become vested on December 31, 2008 pursuant to Paragraph 4.b(vi) of the Company Prior Agreement (such awards, the “Prior Agreement Awards”) shall become vested to the same extent that they would have vested on December 31, 2008 pursuant to the Prior Agreement. Furthermore, in the event that in connection with the extension or any other renewal of the employment agreement between Studio and any executive officer who is entitled to automatic accelerated vesting of equity compensation awards upon expiration of the Company term of such executive officer’s employment agreement, such executive officer becomes entitled to vesting of the equity compensation awards that would have vested upon expiration of his or her prior employment agreement on terms that are more favorable than those applicable to the Prior Agreement Awards, then you shall be entitled to vesting of the Prior Agreement Awards on terms that are as favorable as those applicable to such executive officer’s awards that are subject to vesting pursuant to his or her prior employment agreement. (viii) In order to avoid taxes and penalties under Section 409A of the Code and the Executive provides a more favorable result regulations thereunder as in effect from time to time (collectively, hereinafter, “Section 409A”), provided that you remain employed by Studio until December 31, 2008, all then outstanding restricted stock units that are subject to time-based vesting criteria and were granted to you either (A) prior to the Executivedate of this Agreement or (B) on or following the date of this Agreement pursuant to the obligations set forth in Paragraph 4.b(ii), if, after a Change in Control(iii) or (iv) of the Prior Agreement (such restricted stock units, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i“Prior Agreement RSUs”) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receiveshall, in exchange for the surrender of each accordance with Paragraph 4.b(vi) of the ExecutivePrior Agreement, be settled within thirty (30) days following December 31, 2008; provided, however, that Studio shall withhold from the shares of Studio’s then-vested Class A common stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of (“Shares”) to be delivered in settlement thereof a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject sufficient to satisfy applicable tax withholding obligations and shall permit you to sell a number of additional Shares sufficient to pay any other marginal income taxes with respect thereto, and all other Shares delivered to you shall be nontransferable until the earliest of (1) December 31, 2011, (2) the originally scheduled vesting date of the applicable restricted stock units, (3) the 30th day following the date of your death and (4) the date that the vesting of such awardsrestricted stock units otherwise would have accelerated in accordance with this Agreement (including, without limitation, pursuant to Paragraph 4.b(vii)).

Equity-Based Compensation. (ai) In addition You will be eligible during the Employment Term, subject to annual approval by the compensation committee of the board of directors of Studio (such board of directors, the “Board”) and such committee, the “Compensation Committee”), to receive annual awards of restricted shares of Studio’s Class A common stock (“Restricted Stock”) (or such other form of equity-based compensation as the Compensation Committee may determine). It is Studio’s present expectation that such awards will have an annual grant-date target value of $1,000,000. (ii) All Restricted Stock (and any other equity-based awards) referred to in this Paragraph 4.b will (x) be valued using a method or methods (including where appropriate a Black-Scholes or other fair value method) as determined by the Compensation Committee from time to time, (y) become vested, exercisable (if applicable) and nonforfeitable twenty-five percent (25%) per year for a period of four (4) years from the date of any grant (or otherwise in a manner determined by the Compensation Committee) and (z) otherwise be subject to such terms and conditions as may be set forth in the applicable equity compensation plan of Studio (each such plan, a “Plan”) or determined by the Compensation Committee from time to time. (iii) Following the Expiration Date, but only if your employment hereunder has not been terminated earlier, (x) you will be entitled to all equity-based compensation vested as of the Expiration Date, and (y) provided that you retire from Studio, your equity-based compensation that has not yet vested as of the Expiration Date will become vested to the extent provided in this Paragraph 4.b(iii). Accordingly, in the event that you retire from Studio, you will not be required to perform any additional services to Studio in order for all of the equity-based compensation described in Section 3.1 awards granted to you during the Employment Term to become fully vested, exercisable (if applicable) and Section 3.2 nonforfeitable. For purposes of this Agreement, an award will be deemed to have vested when it is no longer subject to a substantial risk of forfeiture (within the Executive meaning of Treasury Regulation Section 1.409A-1(d)). With respect to awards that are subject to time-based vesting criteria, the full amount of such awards will vest on the Expiration Date. With respect to equity-based compensation awards that are subject to performance-based vesting criteria, such awards will continue to remain subject to the achievement of performance goals (but, for the avoidance of doubt, not the service requirements), as provided pursuant to the Plan and the agreements evidencing such awards and to such other terms and conditions as may have be determined by the opportunity Compensation Committee at the time of the grant; provided that, in the event that a change of control (as defined in Paragraph 25) occurs prior to receive the end of the applicable performance period, unless provision is made in connection with such change of control for assumption of such awards or substitution for such awards in the manner described in Paragraph 25.a, such awards shall be treated in accordance with the proviso of Paragraph 25. a. Subject to the foregoing, all stock appreciation rights and any similar equity-based awards relating to Shares in a manner consistent with any equity incentive plan adopted by will remain exercisable for the Company. The determination as to balance of the number term of shares the grant (subject to any such equity-based awards, and termination in the other terms and conditions event of such awards, shall be subject to the sole discretion of the Board of Directors or a committee thereof. (b) The equity-based awards contemplated by this Section 3.3 shall be evidenced by, in addition to the equity incentive plan under which they are granted, one or more award agreements (each, an “Award Agreement”) between the Executive and the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, andcorporate transaction, to the extent permitted by the applicable Plan). In the case of restricted stock units that are subject to time-based vesting criteria, such awards will be settled within thirty (30) days following the Expiration Date. In the case of restricted stock units that are subject to performance-based vesting criteria, except as otherwise provided in Paragraph 25, such awards will be settled on the seventieth (70th) day after the date that such awards become vested. For purposes of this Agreement, “retirement” or “retire” shall mean that you have ceased to be an employee of Studio as of any date during the 30-day period commencing on the Expiration Date and, as of such date, (A) you have attained the age of 55 and (B) the sum of your age and years of service with Studio is at least 70. For purposes of the foregoing sentence, your employment with Studio shall be deemed to have commenced on December 5, 2005. In the event that you do not retire pursuant to this Paragraph 4.b(iii) and instead remain employed by Studio following January 30, 2017, your outstanding equity-based compensation awards held will continue to vest during your continued employment in accordance with the terms of the applicable awards and any new employment agreement between you and Studio. (iv) In the event that equity-based compensation awards granted to you have a scheduled vesting date that is after the Expiration Date and such awards are expected to be subject to immediate taxation upon the date that you reach eligibility to retire pursuant to Paragraph 4.b(iii), then if you do not retire pursuant to Paragraph 4.b(iii) and instead remain employed pursuant to the last sentence of Paragraph 4.b(iii), Studio will use its best efforts to withhold from the Shares subject to taxation a number of Shares sufficient to satisfy applicable tax withholding obligations and permit you to sell a number of additional Shares sufficient to pay any other marginal income taxes with respect thereto, and all other Shares applicable to such awards will remain nontransferable and forfeitable by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards you in accordance with an exercise or base price, the Executive Paragraph 4.b(iii). (or the Executive’s estate or legal representative, if applicablev) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes the treatment of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based compensation awards subject described throughout this Agreement applies to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards awards, whether subject to time-based or performance-based vesting criteria, and cash-based awards, whether subject to time-based or performance-based vesting criteria, that are granted to the Executive prior to the Effective Date shall immediately fully vest as in lieu of the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreement, except as otherwise provided herein. In addition, except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awards.

Equity-Based Compensation. (a) In addition Company shall grant to the compensation described in Section 3.1 and Section 3.2 of this Agreement, the Executive may have the opportunity Employee restricted stock equal to receive equity-based awards relating to Shares in a manner consistent with any equity incentive plan adopted by the Company. The determination as to the number of shares subject to any such equity-based awards, and the other terms and conditions of such awards, shall be subject to the sole discretion of the Board of Directors or a committee thereof. (b) The equity-based awards contemplated by this Section 3.3 shall be evidenced by, in addition to the equity incentive plan under which they are granted, one or more award agreements (each, an “Award Agreement”) between the Executive and the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (1001%) of the stated target level for outstanding shares of enherent Corp. Common Stock on the award. (c) Notwithstanding date of grant in accordance with the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awardsthe Restricted Stock Agreement to be executed between the parties. Such restricted stock shall vest as follows: one-half on the date that is six (6) months from the Effective Date of this Agreement; and one-half on the first anniversary date of this Agreement (“Restricted Stock Vesting Schedule”). In addition, the Post-Change-in-Control LTI Grants Company shall either grant to Employee options to purchase the equivalent of two percent (i2%) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance periodoutstanding shares of enherent Common Stock on the date of grant in accordance with the Stock Option Award Agreement to be executed between the parties. Notwithstanding For the foregoingpurpose of determining the number of option shares to be awarded, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards restricted stock awarded under this Agreement shall not be considered in determining outstanding. Such options will vest as follows: one-eighth on a quarterly basis, on the Post-Change-in-Control LTI Grants. first day of each quarter, starting with the fourth quarter 2006 (d“Option Vesting Schedule”). In the event Employee is terminated without Cause, the Restricted Stock and Option Vesting Schedules set forth above shall be accelerated by six (6) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in months. In the event of a Change in of Control all equity-based awards (as herein defined), any unvested options to purchase Company Stock or restricted stock granted to Employee shall become fully vested and exercisable. Employee shall retain any vested options , including those that have vested as a result of acceleration, upon the Executive prior to the Effective Date termination of employment for any reason other than for Cause (as herein defined) and any vested options shall immediately fully vest as of remain exercisable for a three (3) year period from the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent termination (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of but not later than the applicable equity incentive plan under which they were granted and expiration date). Employee shall retain any vested Restricted Stock, including stock that has vested as a result of the applicable award agreementacceleration, except as otherwise provided herein. In addition, except to the extent upon termination of employment for any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awardsreason.

Equity-Based Compensation. (a) In addition to During the compensation described in Section 3.1 and Section 3.2 of this AgreementEmployment Period, the Executive may have the opportunity shall be entitled to receive equity-based compensation awards relating on substantially similar terms and conditions no less favorable than awards made to Shares in a manner consistent with any equity incentive plan adopted by the other senior executive officers of the Company. The determination as Such awards shall be commensurate with the awards normally granted to the number chief executive officer of shares subject other public companies similar in size and character to the Company. Such awards may be granted pursuant to the terms of an equity-based compensation plan of the Company or otherwise, provided that any grant made other than pursuant to any such equity-based awards, and the other terms and conditions of such awards, Company plan shall be approved by either the Board or the Compensation Committee. Upon employment the Executive will receive an award of 150,000 shares of restricted stock, under the Company's Long Term Incentive Plan, one-third of which will vest on August 15 of each of 2001, 2002 and 2003, in each case subject to continued employment with the sole discretion Company. These shares of the Board of Directors or a committee thereof. (b) The equity-based awards contemplated by this Section 3.3 shall restricted stock would be evidenced by, in addition granted pursuant to the equity incentive plan under which they are granted, one or more award agreements (each, an “Award Agreement”) between the Executive Company's Long Term Incentive Plan and the Company, which Award Agreement(s) shall provide may contain mutually agreeable performance targets for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereundervesting. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive These shares will be entitled to receive annual grants dividends prior to vesting. The Executive will also be eligible to receive options to purchase 1,000,000 shares of longthe Company's common stock under the Company's Long Term Incentive Plan. As soon as practicable after commencement of employment, options to purchase 500,000 shares will be granted. One-term incentive awards (third of these options will become exerciseable on August 15 of each of 2001, 2002 and 2003, in each case subject to the “Post-Change-in-Control LTI Grants”) that shall satisfy terms and conditions of the standards set forth above and that are no less favorable Company's Long Term Incentive Plan. An option to purchase an additional 500,000 shares will be granted under the Long Term Incentive Plan, or such other plan approved by the Company's stockholders, to the Executive not later than January 31, 2001. One-third of these options will become exerciseable on the equity incentive awards granted to the Executive in the year immediately preceding the Change in Controldate which is 12, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to24, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest as of 36 months after the date of such Change in Control grant, subject to the applicable terms and shall conditions of the plan and option agreements. In accordance with the Long Term Incentive Plan, the exercise price of these options will be valued at the closing last per share sale price of the Shares Company's common stock on the day prior to preceding the day date of the Change in Control. For purposes of measuring the full vesting prescribed grant as reported by The Wall Street Journal in the preceding sentence with respect to any equity-based awards subject to performance goalscomposite transactions report section for the New York Stock Exchange. On August 15, such performance goals 2000, a Supplemental Restricted Stock Grant will be deemed satisfied at one hundred percent (100%) of made to Executive in accordance with the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreement, except as otherwise provided hereinAttachment No. In addition, except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awards1.

Equity-Based Compensation. (a) In addition to the compensation described in Section 3.1 and Section 3.2 of this Agreement, the Executive may have the opportunity to receive equity-based awards relating to Shares in a manner consistent with any equity incentive plan adopted by the Company. The determination as to the number of shares subject to any such equity-based awards, and the other terms and conditions of such awards, shall be subject to the sole discretion of the Board of Directors or a committee thereof. (b) The equity-based awards contemplated by this Section 3.3 shall be evidenced by, in addition to the equity incentive plan under which they are granted, one or more award agreements (each, an “Award Agreement”) between the Executive and the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 4.5(a) hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest as of the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreement, except as otherwise provided herein. In addition, except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awards.

Equity-Based Compensation. (ai) In addition You will be eligible, provided you remain employed hereunder (subject to the compensation described in Section 3.1 Paragraphs 9, 10, 11, 12 and Section 3.2 of this Agreement13), the Executive may have the opportunity to receive equity-based awards relating receive, subject to Shares in a manner consistent with any equity incentive plan adopted annual approval by the Company. The determination as to the number of shares subject to any such equity-based awards, and the other terms and conditions of such awards, shall be subject to the sole discretion Compensation Committee of the Board of Directors or a committee thereof. of Studio (b) The equity-based awards contemplated by this Section 3.3 shall be evidenced bythe “Compensation Committee”), in addition to the an annual equity incentive plan under which they are granted, one or more award agreements (each, an “Award Agreement”) between on each anniversary date of the Executive and the Company, which Award Agreement(s) shall provide for Commencement Date until you have been granted a vesting schedule total of not more than four (4) yearssuch annual additional equity incentive awards since the Commencement Date, reduced by the waiver described in equal parts, the next-to-last sentence of this paragraph (it being understood that the actual granting of the award granted thereundermay occur after each such anniversary date but must occur on or before the March 15 that immediately follows each such anniversary date). Notwithstanding It is Studio’s present expectation that such annual awards will have an annual aggregate grant-date value targeted at $2,000,000. In the event that such awards consist of options and restricted stock, they shall be divided, as determined by the Compensation Committee, between options and restricted stock. In its sole determination, the Compensation Committee may elect to substitute a cash payment of $2,000,000 (“Cash Payment”) in lieu of any provisions now or hereafter existing under any annual equity incentive plan award referenced in this subparagraph, provided payment of the CompanyCash Payment to you will occur no later than the actual granting of such award would have occurred. For purposes of determining your entitlement, all equity-based awards granted if any, under Paragraphs 9, 10, 11, 12 and 13 to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held set forth in this Paragraph 4.b(i), to the extent your employment was terminated after you became eligible for an award approved by the Executive on Compensation Committee but prior to the Termination Date include stock optionsactual granting of such award, stock appreciation rights then you shall be entitled to receive such award or similar awards the substituted Cash Payment. You hereby acknowledge that effective as of December 5, 2005 you waived your right to receive an annual equity award (and your right to receive a cash payment in lieu of such equity award) for the fiscal year ended December 31, 2005 with an exercise or base priceaggregate grant date value of $2,000,000 under this Paragraph 4.b(i). In addition, you waived your right to terminate the Executive Prior Agreement for “good reason” pursuant to Paragraph 13 for the failure to make any of the annual equity incentive awards in accordance with this Paragraph 4.b(i) and for the Studio’s failure to make a cash payment in lieu of an equity grant for the fiscal year ended December 31, 2005. (or the Executive’s estate or legal representative, if applicableii) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any All equity-based awards referred to in this Paragraph 4.b will (x) be valued using a method or methods (including where appropriate a Black-Scholes or other fair value method) as determined by the Compensation Committee from time to time (y) become fully vested, exercisable (if applicable) and nonforfeitable within a period not to exceed four (4) years from the date of grant in a manner determined by the Compensation Committee, contingent on both the continuing performance of services to Studio (subject to Paragraphs 9, 10, 11, 12 and 13) and, in the discretion of the Compensation Committee, the achievement of performance goals as established by the Compensation Committee from time to time (it being understood that (A) the period of time required for achievement of any such performance goal may not exceed four (4) years from the date of the grant of the applicable award and (B) the performance goals and performance periods will be no more burdensome than the performance goals and the performance periods for applicable compensation awards made approximately contemporaneously to the CEO, COO and the CFO of Studio), and (z) otherwise be subject to such terms and conditions as may be set forth in the applicable equity compensation plan of Studio (each such plan, a “Plan”) or determined by the Compensation Committee from time to time and set forth or referred to in the agreement(s) evidencing such award or awards. (iii) Following the expiration of the Employment Term (i.e., five (5) years after the Commencement Date), but only if your employment hereunder has not been terminated earlier, you will not be required to perform any additional services to Studio in order for all of the equity-based compensation awards granted to you during the Employment Term to become fully vested, exercisable (if applicable) and nonforfeitable. For purposes of this Agreement, an award will be deemed to have vested when it is no longer subject to a substantial risk of forfeiture (within the meaning of Treasury Regulation Section 1.409A-1(d)). With respect to awards that are subject to time-based vesting criteria, the full amount of such awards will vest on the fifth (5th) anniversary of the Commencement Date. With respect to equity-based compensation awards that are subject to performance-based vesting criteria, such awards will continue to remain subject to the achievement of performance goals, as provided pursuant to the Plan and to such performance goals will other terms and conditions as may be deemed satisfied at one hundred percent (100%) of determined by the stated target level for the award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards Compensation Committee and set forth above and that are no less favorable or referred to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Control, including with respect to the grant date fair value of agreement(s) evidencing such award or awards, provided that, in the applicable performance criteria, the manner event that a change of control (as defined in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (iParagraph 26.a) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive occurs prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding , the foregoing, if, during a Change vesting of such awards shall be determined in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards accordance with a value greater than those to which the Executive would be entitled pursuant Paragraph 26. a. Subject to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, all options and any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest as of the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be subject to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreement, except as otherwise provided herein. In addition, except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards will remain exercisable for the value balance of which is the term of the grant. In the case of restricted stock units that are subject to time-based vesting criteria, such awards will be settled within thirty (30) days following the fifth (5th) anniversary of the Commencement Date. In the case of restricted stock units that are subject to performance-based vesting criteria, except as otherwise set forth in Paragraph 26, such awards will be settled on the appreciation seventieth (70th) day after the date that such awards become vested. (iv) At all times, provided Studio remains a public company, Studio will maintain registrations on Form S-8 or any successor form under the Securities Act of 1933, as amended (“Securities Act”), of shares of common stock of Studio that may be received by you pursuant to equity incentive awards referred to in this Paragraph 4.b to the extent such form is applicable to such shares. It is understood that even though the shares are registered at the time of issuance to you, such shares will be subject to (a) any restrictions that apply to “affiliates” under Rule 144 of the value of a Share rather than the full value of a ShareSecurities Act, regardless of when granted(b) any blackout periods and other Studio policies relating to directors and senior officers, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and and (iic) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awardsother limitations on resale under applicable law.

Equity-Based Compensation. (a) In addition to As additional compensation for services rendered during the compensation described in Section 3.1 and Section 3.2 term of this Agreement, the Executive may have the opportunity Consultant shall be granted options to receive equity-based awards relating to Shares in purchase a manner consistent with any equity incentive plan adopted by total of 3,985,000 shares of common stock of the Company. The determination as to the number of shares subject to any such equity-based awards, and the other terms and conditions of such awards, options shall be subject to the sole discretion of the Board of Directors or a committee thereof. (b) The equity-based awards contemplated by this Section 3.3 shall be evidenced by, in addition to the equity incentive plan under which they are granted, one or more award agreements (each, an “Award Agreement”) between the Executive and the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination execution of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to this Agreement at the extent then fair market value thereof (the equity-based awards held by the Executive closing bid price on the Termination Date include stock optionsdate of grant), stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In additionof five (5) years and shall vest 20% upon grant, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. with an additional 20% vesting on each six (d6) Except to the extent any equity incentive plan month anniversary of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, date of grant (with accelerated vesting in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest as sale of the date of such Change in Control and shall be valued at Company), subject to Consultant's continued performance under this Agreement during the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence period with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) the unvested portion of the stated target level for options. The options shall have such further terms and conditions as are set forth in the award or, if higher, Stock Option Agreement annexed hereto as Exhibit A. The Company acknowledges and agrees that Consultant shall be entitled to assign from the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards stock options granted to the Executive on or after the Effective Date that are outstanding immediately prior Consultant pursuant to a Change in Control shall be subject this Agreement 398,500 stock options to the change in control provisions of the applicable equity incentive plan under which they were granted and of the applicable award agreementher agent, except as otherwise provided herein. In addition, except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. In addition, the Company agrees to issue 15,000 stock options to members of Consultant's office staff, who will be assisting Consultant in connection with her performance of services under this Agreement, as follows: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - 10,000 stock options and Polesta ▇▇▇▇▇▇▇▇▇▇ - 5,000 stock options. All of the stock options assigned to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or issued to members of Consultant's office staff will be subject to all the terms and conditions set forth in this Agreement applicable to the stock options granted to Consultant pursuant to this Section 2.2. All such Shares stock options shall be issued pursuant to Stock Option Agreements substantially in the form annexed hereto as Exhibit B. In addition, for a period of five (5) years following the date hereof, the sale of shares issuable upon the exercise of options covered by this Section 2.2 shall be subject to the award; and volume restrictions applicable under Rule 144 of the Rules and Regulations under the Securities Act of 1934, as amended. Within six (ii6) months following the date hereof, the Company shall file a Registration Statement on Form S-8 to register the common stock reserved for issuance under the options granted to Consultant pursuant to this Section 2.2. The Executive holders of all other options granted pursuant to this Section 2.2 and Section 8.0 hereof shall have be afforded the right, exercisable by written notice opportunity (to the Company at any time after extent permitted by the Change in Controlunderwriter, to receiveif any, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each offering registered thereby) to register the resale of the Executive’s then-vested restricted stock unitshares underlying such options in any Registration Statement filed by the Company under the Securities Act of 1933, performance share and performance share unit awardsas amended, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to which permits such awardsregistration.

Equity-Based Compensation. (ai) In addition It is Studio’s present expectation, subject to the approval of the Compensation Committee, that, upon the Effective Date, you will receive, pursuant to the 2004 Omnibus Incentive Compensation Plan (the “Plan”), stock appreciation rights with respect to Studio’s Class A common stock (“SARs”) having a grant-date value of $687,500 and restricted shares of Studio’s Class A common stock (“Restricted Stock”) having a grant-date value of $2,062,500 (or, in lieu of SARs and Restricted Stock, such other form of equity-based compensation described as the Compensation Committee may determine) (the “Initial Grants”). (ii) While you remain employed hereunder, commencing at the end of 2006, in Section 3.1 and Section 3.2 lieu of receiving a larger base salary than the amount set forth in paragraph 4.a. of this Agreement, the Executive may have the opportunity you will be entitled to receive annual equity awards of SARs and Restricted Stock (or such other form of equity-based awards relating to Shares in a manner consistent with any equity incentive plan adopted by compensation as the Company. The determination as to the number Compensation Committee may determine) having an aggregate grant-date value of shares subject to any such equity-based awards, and the other terms and conditions of such awards, shall be subject to the sole discretion of the Board of Directors or a committee thereof. (b) The equity-based awards contemplated by this Section 3.3 shall be evidenced by, in addition to the equity incentive plan under which they are granted, one or more award agreements (each, an “Award Agreement”) between the Executive and the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan of the Company, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable$500,000. For the avoidance of doubt, for purposes the initial grant of measuring such annual awards shall be guaranteed and not subject to further approval by the full Compensation Committee, but the vesting prescribed in the preceding sentence with respect to any of such SARs and Restricted Stock (or such other form of equity-based awards compensation as the Compensation Committee may determine) shall be subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the awardvesting conditions. (ciii) Notwithstanding the foregoingYou will also be eligible, during any Change in Control Periodwhile you remain employed hereunder, the Executive will be entitled to receive annual grants of long-term incentive awards (the “Post-Change-in-Control LTI Grants”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Control, including with respect to the grant date fair value of such awards, the applicable performance criteria, the manner in which the amount of incentive compensation earned is determined, the length of vesting periods or the other terms of such incentive compensation awards. In addition, the Post-Change-in-Control LTI Grants shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted to the Executive prior to the Change in Control and be settled in cash commencing at the end of the applicable vesting or performance period. Notwithstanding year 2006 (with the foregoing, if, during a Change in Control Period, employees amount of the Company or the successor or acquirer award for 2006 anticipated to be determined in the Change first quarter of 2007), subject to annual approval by the Compensation Committee, to receive annual awards of SARs and Restricted Stock (or such other form of equity-based compensation as the Compensation Committee may determine). It is Studio’s present expectation that such annual awards will have an aggregate grant-date value, depending on company performance, ranging between $1,000,000 (bonus target) and $1,750,000 (in Control who are similarly situated the case of superior company performance). In the event that such awards consist of SARs and Restricted Stock, they shall be divided, as determined by the Compensation Committee, between SARs and Restricted Stock. These annual awards shall be in lieu of annual cash bonuses in the event the Compensation Committee does not pay cash bonuses to Studio’s most senior executives; provided that if the Compensation Committee does elect to pay such cash bonuses in addition to such annual awards, such awards shall also be in addition to any cash bonuses granted by the Compensation Committee. (iv) In addition, you will be eligible, while you remain employed hereunder, commencing at the end of 2006, subject to annual approval by the Compensation Committee, to receive annual equity incentive awards of SARS and Restricted Stock (or such other form of equity-based compensation as the Compensation Committee may determine). It is Studio’s present expectation that such annual awards will have an annual aggregate grant-date value targeted at $2,750,000. In the event that such awards consist of SARs and Restricted Stock, they shall be divided, as determined by the Compensation Committee, between SARs and Restricted Stock. (v) All SARs and Restricted Stock (and any other equity-based awards) referred to in this Paragraph 4.b will (x) be valued using a method or methods (including where appropriate a Black-Scholes or other fair value method) as determined by the Compensation Committee from time to time, (y) (a) for the grants under Paragraph 4.b.(ii) and (iii) become vested, exercisable (if applicable) and nonforteitable twenty-five percent (25%) per year for a period of four (4) years and (b) for the grant under Paragraph 4.b (iv) become fully vested, exercisable (if applicable) and nonforfeitable within a period not to exceed four (4) years from the date of any grant in a manner determined by the Compensation Committee, and will be contingent on both the continuing performance of services to Studio (subject to Paragraphs 4.b(vi), 9, 10, 11, 12 and 13) and the achievement of performance goals as established by the Compensation Committee from time to time, and (z) otherwise be subject to such terms and conditions as may be set forth in the Plan or determined by the Compensation Committee from time to time. (vi) Following the expiration of the Employment Term (i.e. three (3) years after the Effective Date), but only if your employment hereunder has not been terminated earlier, you will not be required to perform any additional services to Studio in order for all of the equity compensation awards granted to you during the Employment Term to be fully vested, exercisable (if applicable) and nonforfeitable; provided that such awards will continue to remain subject to the Executive receive annual grants achievement of long-term incentive awards with a value greater than those to which the Executive would be entitled performance goals as provided pursuant to the foregoing, then Plan and the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive agreements evidencing such awards granted and to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated other terms and conditions as special or non-recurring awards shall not may be considered in determining determined by the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest as of the date of such Change in Control and shall be valued at the closing price of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award or, if higher, the level that would be achieved if the performance goals (as measured Compensation Committee at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to a Change in Control shall be grant; and provided further that, subject to the change in control provisions of the applicable equity incentive plan under which they were granted foregoing, all SARs and of the applicable award agreement, except as otherwise provided herein. In addition, except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate to a class of equity that is listed and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards will remain exercisable for the value of which is based on the appreciation balance of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess term of the Fair Market Value of the Shares subject to such award over the exercise or ▇▇▇▇▇ ▇▇▇▇▇ of such Shares subject to the award; and (ii) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Control, to receive, in exchange for the surrender of each of the Executive’s then-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awardsgrant.

Equity-Based Compensation. The Company shall grant to Executive stock options (a) In addition to the compensation described in Section 3.1 and Section 3.2 of this Agreement, the Executive may have the opportunity to receive equity-based awards relating to Shares in a manner consistent with any equity incentive plan adopted by the Company. The determination as to the number of shares subject to any such equity-based awards, and the other terms and conditions of such awards, shall be subject to the sole discretion of the Board of Directors or a committee thereof. (b) The equity-based awards contemplated by this Section 3.3 shall be evidenced by, in addition to the equity incentive plan under which they are granted, one or more award agreements (each, an “Award AgreementOptions”) between the Executive and the Company, which Award Agreement(s) shall provide for a vesting schedule of not more than four (4) years, in equal parts, of the award granted thereunder. Notwithstanding any provisions now or hereafter existing under any equity incentive plan to purchase shares of the Company’s common stock, all equity-based awards granted to the Executive shall vest in full immediately upon the Termination Date except for termination par value of employment pursuant to Section 4.3 or Section 4.5 hereof, and, to the extent the equity-based awards held by the Executive on the Termination Date include stock options, stock appreciation rights or similar awards with an exercise or base price, the Executive (or the Executive’s estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such awards, if applicable. For the avoidance of doubt, for purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goals, such performance goals will be deemed satisfied at one hundred percent (100%) of the stated target level for the award. (c) Notwithstanding the foregoing, during any Change in Control Period, the Executive will be entitled to receive annual grants of long-term incentive awards $.01 per share (the “Post-Change-in-Control LTI GrantsCompany Common Stock”) that shall satisfy the standards set forth above and that are no less favorable to the Executive than the equity incentive awards granted to the Executive in the year immediately preceding the Change in Control, including restricted stock units with respect to the grant date fair Company Common Stock (“Restricted Stock Units”) with an aggregate value of such awards$2 million based on the per share fair market value of the Company’s common stock on the Effective Date, equally split between the applicable performance criteria, Options and the manner in which Restricted Stock Units. The value of the amount of incentive compensation earned is determined, Options for this purpose shall be calculated using the length of vesting periods or the other terms of such incentive compensation awardsBlack-Scholes method. In addition, the Post-Change-in-Control LTI Grants Such Options shall either (i) relate to, and be settled in, a class of equity that is listed and traded on a national securities exchange, or (ii) have a grant date fair value no lower than the equity incentive awards most recently granted an exercise price per share equal to the Executive prior to the Change in Control and be settled in cash at the end of the applicable vesting or performance period. Notwithstanding the foregoing, if, during a Change in Control Period, employees of the Company or the successor or acquirer in the Change in Control who are similarly situated to the Executive receive annual grants of long-term incentive awards with a fair market value greater than those to which the Executive would be entitled pursuant to the foregoing, then the Executive’s Post-Change-in-Control LTI Grants shall have a value no less than the long-term incentive awards granted to such similarly situated employees. In addition, for purposes hereof, any grants made prior to a Change in Control that are designated as special or non-recurring awards shall not be considered in determining the Post-Change-in-Control LTI Grants. (d) Except to the extent any equity incentive plan of the Company or any other agreement between the Company and the Executive provides a more favorable result to the Executive, in the event of a Change in Control all equity-based awards granted to the Executive prior to the Effective Date shall immediately fully vest share of Company Common Stock as of the date of such Change grant (as determined in Control accordance with Section 409A (as defined below)). Such Options and Restricted Stock Units shall (i) be valued at subject to time-based vesting in equal annual installments over a four (4)-year period based on Executive’s continued employment with the closing price Company (commencing as of the Shares on the day prior to the day of the Change in Control. For purposes of measuring the full vesting prescribed in the preceding sentence with respect to any equity-based awards subject to performance goalsEffective Date), such performance goals will be deemed satisfied at one hundred percent (100%ii) of the stated target level for the award orvest and, if higherapplicable, the level that would be achieved if the performance goals (as measured at the time of the Change in Control) were to continue to be achieved at the same rate through the end of the performance period. Any equity-based awards granted to the Executive on or after the Effective Date that are outstanding immediately prior to become exercisable upon a Change in Control shall (as defined in the CarLotz, Inc. 2020 Incentive Award Plan (the “Plan”)) in the event that the successor in connection with the Change in Control does not assume or substitute for any such outstanding Options or Restricted Stock Units, and (iii) be subject to the change terms and conditions set forth in control provisions the Plan under which the Options and Restricted Stock Units will be granted and the related Award Agreements (as defined in the Plan), and subject to shareholder approval of the applicable equity incentive plan under which they were Plan. The Options shall be granted and on the Effective Date. The grant of the applicable award agreementRestricted Stock Units shall not be effective until, except as otherwise provided hereinand the exercisability of the Stock Options shall be contingent on, the filing of a Form S-8 registration statement by New Carlotz, Inc. with respect to the Plan, no later than sixty-five (65) calendar days after the Effective Date. In addition, except order to satisfy the extent exercise price or any equity incentive plan tax withholding obligations of the Company or any other agreement between the Company and the Executive provides a more favorable result pertaining to the Executive, if, after a Change in Control, the Executive’s equity incentive awards do not relate Options or the Restricted Stock Units, Executive will be permitted to instruct a class of equity that is listed broker, in compliance with applicable laws and traded on a national securities exchange, then: (i) The Executive shall have the right, exercisable by written notice to the Company at any time after the Change in Controlregulations, to receive, in exchange for sell the surrender necessary amount of each of the Executive’s then-vested stock options, stock appreciation rights or similar equity-based awards the value of which is based on the appreciation of the value of a Share rather than the full value of a Share, regardless of when granted, an amount of cash equal to the excess of the Fair Market Value of the Shares shares subject to such award over awards, such that the cash proceeds of such sale can be used to satisfy such exercise price or tax withholding obligations, and to adopt a Rule 10b5-1 plan, in compliance with applicable laws, to permit Executive to sell shares of Company Common Stock during blackout periods, when Executive has exposure to material non-public information and/or Executive otherwise is subject to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ of such Shares subject to restrictions. Additionally, during the award; and (ii) The Term, Executive shall have the rightright to receive stock options, exercisable by written notice restricted stock, restricted stock units, stock appreciation rights and/or other equity awards under the Company’s applicable equity plans as the Company may determine on a basis not less favorable than that provided to the Company at any time after the Change in Control, to receive, in exchange for the surrender class of each of the employees that includes Executive and taking into account Executive’s thenposition with the Company and customary award grants of similar publicly-vested restricted Shares and each of the Executive’s then-vested restricted stock unit, performance share and performance share unit awards, regardless of when granted, an amount of cash equal to the Fair Market Value of the number of Shares subject to such awardstraded companies.