Common use of Performance-Based Vesting Clause in Contracts

Performance-Based Vesting. In addition to the service-based vesting conditions set forth in Section 2(a), the Award AOLTIP Units are subject to performance-based vesting conditions during the period from the Grant Date through the Mandatory Conversion Date. To satisfy the performance-based vesting conditions, the Common Stock Price must equal or exceed the AOLTIP Unit Participation Threshold by the amounts set forth in the table below constituting Threshold, Target and Maximum performance as of any date during the period commencing on the Grant Date and ending on the Mandatory Conversion Date. The percentage of Award AOLTIP Units that shall have satisfied the performance-based vesting conditions and, subject to satisfaction of the service-based vesting conditions set forth in Section 2(a) above, will be eligible to be converted into common units of the Partnership (the “Award Common Units”) in accordance with the terms of the LP Agreement shall be equal to the corresponding percentage set forth in the table below, subject to linear interpolation for performance between such performance levels. Once any performance hurdle has been achieved, including by linear interpolation, such hurdle shall be deemed to have been achieved for all purposes under this Agreement and the corresponding number of AOLTIP Units that have been deemed to satisfy the performance-based vesting conditions under this Agreement shall not be reduced. Unless and until both the service-based vesting conditions and performance-based vesting conditions set forth in Section 2(a) and (b), respectively, above have been satisfied with respect to an Award AOLTIP Unit, the Participant (or his or her successors, heirs, assigns or personal representatives, as applicable) will not have the right to convert such Award AOLTIP Unit into Award Common Units in accordance with the terms of the LP Agreement. If the performance-based vesting conditions have not been satisfied with respect to any Award AOLTIP Units on the Mandatory Conversion Date, such Award AOLTIP Unit, whether the service-based vesting condition has been satisfied or not, shall, without payment of any consideration by the Partnership, be forfeited and be and become null and void, and neither the Participant nor any of his or her successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Award AOLTIP Unit.

Performance-Based Vesting. In addition Subject to the service-based vesting conditions provisions set forth below, the Performance Option shall vest and become exercisable as follows: 20% of the Performance Option shall vest and become exercisable on June 30 of each year beginning on June 30, 20_____ and ending on June 30, 20_____ if, in Section 2(aeach case, on such date (or, if the audited financial statements for the Company have not been finalized by such date, within 30 days thereafter), the Award AOLTIP Units Administrator determines that the following conditions are met as of the end of the immediately preceding Fiscal Year (each such Fiscal Year through Fiscal Year 20_____, an “Applicable Year” and, such vesting, the “Yearly Performance Based Vesting”): (i) If EBITDA for the Applicable Year equals or exceeds the EBITDA Target for the Applicable Year, then 65% of such installment (consisting of 13% of the Performance Option) shall become vested and exercisable (“EBITDA Vesting”) and if the EBITDA for the Applicable Year is less than 90% of the EBITDA Target for the Applicable Year, then 65% of such installment (consisting of 13% of the Performance Option) shall terminate and shall not become exercisable; and (ii) If the Cumulative Cash Flow for the Applicable Year equals or exceeds the Cumulative Cash Flow Target for such Applicable Year, then the remaining 35% of such installment (consisting of 7% of the Performance Option) shall become vested and exercisable (“Cumulative Cash Flow Vesting”). In addition, if the Cumulative Cash Flow for an Applicable Year equals or exceeds the Cumulative Cash Flow Target for such Applicable Year, any portion of the Performance Option subject to performance-based vesting conditions during the period from the Grant Date through the Mandatory Conversion Date. To satisfy the performance-based vesting conditions, the Common Stock Price must equal or exceed the AOLTIP Unit Participation Threshold by the amounts set forth in the table below constituting Threshold, Target Cumulative Cash Flow Vesting that did not vest and Maximum performance as of any date during the period commencing on the Grant Date and ending on the Mandatory Conversion Date. The percentage of Award AOLTIP Units that shall have satisfied the performance-based vesting conditions and, subject to satisfaction of the service-based vesting conditions set forth in Section 2(a) above, will be eligible to be converted into common units of the Partnership (the “Award Common Units”) in accordance with the terms of the LP Agreement shall be equal to the corresponding percentage set forth in the table below, subject to linear interpolation for performance between such performance levels. Once any performance hurdle has been achieved, including by linear interpolation, such hurdle shall be deemed to have been achieved for all purposes under this Agreement and the corresponding number of AOLTIP Units that have been deemed to satisfy the performance-based vesting conditions under this Agreement shall not be reduced. Unless and until both the service-based vesting conditions and performance-based vesting conditions set forth in Section 2(a) and (b), respectively, above have been satisfied become exercisable with respect to an Award AOLTIP Unit, the Participant (or his or her successors, heirs, assigns or personal representatives, as applicable) will not have the right to convert such Award AOLTIP Unit into Award Common Units in accordance with the terms of the LP Agreement. If the performance-based vesting conditions have not been satisfied with respect to any Award AOLTIP Units a prior Applicable Year shall become vested and exercisable on the Mandatory Conversion DateJune 30 following such Applicable Year for which the Cumulative Cash Flow Target is achieved. Any Performance Option subject to Cumulative Cash Flow Vesting that has not vested as of June 30, such Award AOLTIP Unit, whether the service-based vesting condition has been satisfied or not, shall, without payment of any consideration by the Partnership, be forfeited 20_____ shall terminate and be and shall not become null and void, and neither the Participant nor any of his or her successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Award AOLTIP Unitexercisable.

Performance-Based Vesting. In addition (a) Measurement Date Occurs on March 31, [INSERT GRANT YEAR + 3]. Subject to the service-based vesting conditions set forth in Section 2(a)Sections 1(b) and 2 below, the Award AOLTIP Units are subject to performance-based vesting conditions during the period from the Grant Date through the Mandatory Conversion Date. To satisfy the performance-based vesting conditions, the Common Stock Price must equal or exceed the AOLTIP Unit Participation Threshold by the amounts set forth in the table below constituting Threshold, Target and Maximum performance as of any date during the period commencing on the Grant Date and ending on the Mandatory Conversion Date. The percentage of Award AOLTIP Units that shall have satisfied the performance-based vesting conditions and, subject to satisfaction of the service-based vesting conditions set forth in Section 2(a) above, you will be eligible to be converted into common units vest in the PSUs based on the Company’s cumulative Adjusted EBITDA and Relative TSR Ranking for the Performance Period. In the event the Measurement Date is March 31, [INSERT GRANT YEAR + 3], you will vest in such number of PSUs on the Certification Date as is equal to (i) (A) the “Target Number of PSUs” subject to this Agreement, multiplied by (B) the Adjusted EBITDA Performance Multiplier, as adjusted by (ii) the TSR Performance Modifier, if any, determined as of the Partnership Measurement Date (rounded to the “Award Common Units”) in accordance with the terms of the LP Agreement shall be nearest whole share), subject to an overall cap equal to the corresponding percentage set forth “Maximum Number of PSUs” subject to the Agreement, and provided you do not experience a Termination of Employment prior to such date. Notwithstanding the foregoing, in the table event that the Adjusted EBITDA Performance Multiplier is zero (0), there shall be no adjustment by the TSR Performance Modifier and no PSUs shall be eligible to vest. (b) Measurement Date Occurs As a Result of a Change in Control. (i) Change in Control Prior to March 31, [INSERT GRANT YEAR + 3]. Notwithstanding Section 1(a) above, in the event of a Change in Control prior to March 31, [INSERT GRANT YEAR + 3], such number of PSUs will become “Vesting Eligible PSUs” on the date of the Change in Control as is equal to (A) (1) the “Target Number of PSUs” subject to this Agreement, multiplied by (2) the greater of (X) one hundred percent (100%) or (Y) the Adjusted EBITDA Performance Multiplier as of the Measurement Date (with the performance goals for cumulative Adjusted EBITDA prorated to reflect the portion of the Performance Period that has elapsed prior to the date of such Change in Control and achievement measured against such prorated goals), as adjusted by (B) the TSR Performance Modifier as of the Measurement Date, if any (but only if the TSR Performance Modifier is positive, and in no event will a negative TSR Performance Modifier be applied under this clause (B)), in each case determined by the Committee prior to such Change in Control. Subject to Section 2 below, subject the “Vesting Eligible PSUs” will remain eligible to linear interpolation for performance between vest following such performance levelsChange in Control on March 31, [INSERT GRANT YEAR + 3], provided you do not experience a Termination of Employment prior to such date. (i) Change in Control On or After March 31, [INSERT GRANT YEAR + 3]. Once any performance hurdle In the event of a Change in Control on or after March 31, [INSERT GRANT YEAR + 3], if the Certification Date has been achieved, including by linear interpolationnot yet occurred prior to the date of such Change in Control, such hurdle shall be deemed to have been achieved for all purposes under this Agreement and the corresponding number of AOLTIP Units that have been deemed to satisfy the performance-based vesting conditions under this Agreement shall not be reduced. Unless and until both the service-based vesting conditions and performance-based vesting conditions set forth in Section 2(a) and (b), respectively, above have been satisfied with respect to an Award AOLTIP Unit, the Participant (or his or her successors, heirs, assigns or personal representatives, PSUs will vest as applicable) will not have the right to convert such Award AOLTIP Unit into Award Common Units in accordance with the terms of the LP Agreement. If date of the performance-based vesting conditions have Change in Control as is determined under Section 1(a) above, provided you do not been satisfied with respect experience a Termination of Employment prior to any Award AOLTIP Units on the Mandatory Conversion Date, such Award AOLTIP Unit, whether the service-based vesting condition has been satisfied or not, shall, without payment of any consideration by the Partnership, be forfeited and be and become null and void, and neither the Participant nor any of his or her successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Award AOLTIP Unitdate.

Performance-Based Vesting. In addition (a) Appendix A attached hereto and incorporated herein by this reference sets forth the Performance Period, the target performance levels for each Performance Goal in each year of the Performance Period (“Performance Year”) and the number of Units allocated to each Performance Goal in each Performance Year. (b) The Units shall vest based on the service-based vesting conditions extent to which each Performance Goal in each Performance Year set forth in Section 2(a), the Award AOLTIP Units are subject to performance-based vesting conditions during the period from the Grant Date through the Mandatory Conversion Date. To satisfy the performance-based vesting conditions, the Common Stock Price must equal Appendix A is achieved or exceed the AOLTIP Unit Participation Threshold by the amounts set forth in the table below constituting Threshold, Target and Maximum performance as of any date during the period commencing on the Grant Date and ending on the Mandatory Conversion Date. The percentage of Award AOLTIP Units that shall have satisfied the performance-based vesting conditions andexceeded, subject to satisfaction the following provisions which shall be determined separately for each Performance Goal identified on Appendix A (in each case rounded if necessary to the nearest whole number of Units): (i) If for a Performance Year and Performance Goal, actual results divided by the service-based vesting conditions set forth in Section 2(a) above, will be eligible applicable target level of performance for the Performance Goal (the percentage thus derived to be converted into common units of the Partnership (the called “Award Common UnitsActual Performance”) in accordance with is equal to or greater than the terms threshold level of performance as shown on the LP Agreement shall performance scale on Appendix A (“Threshold Performance”) but less than the superior level of performance shown on the performance scale (“Superior Performance”) , the percentage of Units allocated to that Performance Year that vest will be equal to the corresponding value on the vesting scale provided on Appendix A that corresponds to Actual Performance on the performance scale. The percentage set forth in the table below, subject to linear interpolation for performance between such performance levels. Once any performance hurdle has been achieved, including by linear interpolation, such hurdle shall vested will be deemed to have been achieved for all purposes under this Agreement and interpolated from the corresponding number of AOLTIP values on the vesting scale provided on Appendix A if Actual Performance is between specific values on the performance scale. (ii) If for a Performance Year and Performance Goal, Actual Performance is less than Threshold Performance as shown in Appendix A, the Grantee will not earn any vested interest in Units that have been deemed to satisfy the performance-based vesting conditions under this Agreement shall not be reduced. Unless and until both the service-based vesting conditions and performance-based vesting conditions set forth allocated for award in Section 2(a) and (b), respectively, above have been satisfied such Performance Year with respect to an Award AOLTIP Unit, the Participant applicable Performance Goal. (or his or her successors, heirs, assigns or personal representatives, as applicableiii) will not have the right to convert such Award AOLTIP Unit into Award Common Units in accordance with the terms of the LP Agreement. If the performance-based vesting conditions have not been satisfied Actual Performance is less than Superior Performance with respect to any Award AOLTIP applicable Performance Goal in any Performance Year, except for the final Performance Year, Grantee will have the opportunity to earn the unvested Units in future Performance Years (“Carryover Units”). The number of Units that would have vested if Actual Performance had equaled Superior Performance, less the actual number of Units vested in the Performance Year plus any Carryover Units from prior periods, shall be available for this purpose. The possible vesting of Carryover Units in any Performance Year for a Performance Goal will be based upon comparing the actual cumulative vesting-to-date through the Performance Year being measured with the number of Units that would have vested based on Actual Performance calculated on a cumulative basis, using the Mandatory Conversion Datemethodologies of paragraph (i) above on a cumulative basis. The number of Carryover Units that will vest will equal the number of Units that would have vested based on such calculations, such Award AOLTIP Unitless the cumulative number of Units vested (before this calculation) from the first Performance Year through the Performance Year being measured. In no case will the Units that vest pursuant to this paragraph exceed the number of Carryover Units available for the Performance Goal for the Performance Year being measured nor will the Units be less than zero. Unvested Carryover Units will remain available for vesting in future Performance Years. (iv) If Actual Performance is greater than Superior Performance, vesting with respect to the Applicable Performance Goal will equal the maximum vesting amount provided on Appendix A for that Performance Goal. (c) The Units shall vest as of the end of the applicable Performance Period in which the applicable Performance Goals are satisfied, subject to certification by the Committee whether the service-based vesting condition has applicable Performance Goals have been satisfied or not, shall, without payment achieved and the number of any consideration by Units vested in the Partnership, be forfeited and be and become null and void, and neither the Participant nor any of his or her successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Award AOLTIP UnitPerformance Period.

Performance-Based Vesting. In addition to the serviceNon-based vesting conditions set forth in Section 2(a), the Award AOLTIP Units are subject to performance-based vesting conditions during the period from the Grant Date through the Mandatory Conversion Date. To satisfy the performance-based vesting conditions, the Common Stock Price must equal or exceed the AOLTIP Unit Participation Threshold by the amounts set forth in the table below constituting Threshold, Target and Maximum performance as of any date during the period commencing on the Grant Date and ending on the Mandatory Conversion Date. The percentage of Award AOLTIP Units that shall have satisfied the performance-based vesting conditions and, subject to satisfaction of the service-based vesting conditions set forth in Section 2(a) above, vested Shares not previously forfeited will be eligible to be converted into common units of the Partnership (the “Award Common Units”) become vested in accordance with the terms of the LP Agreement shall be equal to the corresponding percentage performance matrix set forth in Schedule A annexed hereto. Years 1 through 6 shall refer to six successive fiscal years of LST, and Year 1 shall refer to the table belowfiscal year of LST which includes the Date of Grant. For the purposes of Schedule A, the “Year 1 Objective” is a goal (an “IBT Goal”) approved by the Human Resources Committee of LST (the “Human Resources Committee”) with respect to the IBT of LST, which IBT Goal relates to Year 1; the “Year 2 Objective” is the IBT Goal for Year 2; the “Year 3 Objective” is the IBT Goal for Year 3; the “Year 1 Objective Shortfall” is the excess, if any, of the Year 1 Objective over LST’s IBT for Year 1; and the “Year 2 Objective Shortfall” is the excess, if any, of the Year 2 Objective over LST’s IBT for Year 2. If any Shares become vested under Rows I or J of Schedule A, then Rows C and G shall become inapplicable. If any Shares become vested under Rows K or L of Schedule A, then Rows D and F shall become inapplicable. If any Shares become vested under this Section 5, then Section 4 shall cease to apply and future vesting, if any, will be determined under this Section 5 (subject to linear interpolation for performance between such performance levelsacceleration under the second and third sentences of Section 4 above). Once any performance hurdle Determinations as to whether the Year 1 Objective, Year 2 Objective or Year 3 Objective has been achieved, including by linear interpolationwhether the Year 2 IBT equals or exceeds the sum of the Year 2 Objective and the Year 1 Objective Shortfall or whether the Year 3 IBT equals or exceeds the sum of the Year 3 Objective and the Year 2 Objective Shortfall, such hurdle shall be deemed made by the Human Resources Committee based on audited financial statements for the appropriate year. Any vesting of Shares for a particular year shall become effective as of the date of the applicable determination by the Human Resources Committee. Any decision of the Human Resources Committee as to have been achieved for all purposes under this Agreement and the corresponding number of AOLTIP Units that have been deemed to satisfy the performance-based vesting conditions under this Agreement shall not be reduced. Unless and until both the service-based vesting conditions and performance-based vesting conditions set forth in Section 2(a) and (b), respectively, above have been satisfied any question with respect to an Award AOLTIP Unit, the Participant (or his or her successors, heirs, assigns or personal representatives, as applicable) will not have the right to convert such Award AOLTIP Unit into Award Common Units in accordance with the terms of the LP Agreement. If the performance-based vesting conditions have not been satisfied with respect to any Award AOLTIP Units Shares granted hereunder shall be final and conclusive on the Mandatory Conversion Date, such Award AOLTIP Unit, whether the service-based vesting condition has been satisfied or not, shall, without payment of any consideration by the Partnership, be forfeited and be and become null and void, and neither the Participant nor any of his or her successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Award AOLTIP Unitall persons.

Performance-Based Vesting. In addition to The Restricted Stock Units shall be unvested as of the service-based vesting conditions set forth in Section 2(a)Grant Date, the Award AOLTIP Units are and shall be subject to performance-based vesting conditions during as follows: if the period from the Grant Date through the Mandatory Conversion Date. To satisfy the performance-based vesting conditions, the Common Stock Price must equal or exceed the AOLTIP Unit Participation Threshold by the amounts set forth in the table below constituting Threshold, Target and Maximum performance as of any date during the period commencing on the Grant Date and ending on the Mandatory Conversion Date. The percentage of Award AOLTIP Units that shall have satisfied the performance-based vesting conditions and, subject to satisfaction Adjusted Operating Profit of the service-based vesting conditions set forth in Section 2(a) above, will be eligible to be converted into common units of the Partnership Company for 2009 (the “Award Common Units2009 AOP”) in accordance with the terms meets at least 50% of the LP Agreement shall be equal to the corresponding percentage set forth in the table ATG Adjusted Operating Profit Goal for 2009 defined below, (the “2009 AOP Threshold”), then the Applicable Percentage, as defined below, of the shares subject to linear interpolation for performance between such performance levels. Once any performance hurdle has been achieved, including by linear interpolation, such hurdle this Restricted Stock Unit shall be deemed to have been achieved earned, subject to vesting as set forth below (the “Earned Restricted Stock Units”). “Adjusted Operating Profit” means ATG Adjusted Revenue less GAAP cost of sales and operating expenses, but excluding stock based compensation expenses, restructuring charges and non-cash income tax expenses/benefits, if applicable. The Applicable Percentage shall mean a percentage determined by reference to the amount, if any, by which the ATG Adjusted Revenue (as defined at Exhibit A) for all purposes 2009 has exceeded 80% of the ATG Adjusted Revenue Goal for 2009, as more fully set forth under the heading “Payout Table” at Exhibit A, but in no event more than 100%. Each Earned Restricted Stock Unit award shall vest as follows, provided that you are employed by the Company on each vesting date: (i) 25% of the Earned Restricted Stock Units shall vest March 6, 2010 (the “First Vesting Date”) and (ii) an additional 25% of the Earned Restricted Stock Units shall vest upon each of the following three one-year anniversaries of the First Vesting Date (so that the total vesting period shall end March 6, 2013); provided, however, that if the Company achieves its 2009 AOP Threshold and also achieves the Maximum Revenue Target, as set forth on Exhibit A, in any calendar year prior to March 6, 2013, and you remain employed by the Company at such time, this Restricted Stock Unit award shall vest fully. If the Company does not meet its 2009 AOP Threshold for 2009, this Restricted Stock Unit award shall terminate and be of no further force or effect, regardless of the performance of the Company (including achieving the Maximum Revenue Target) or a Change in Control of the Company in any future calendar year. In the event of a Change in Control (as such term is defined in your Change of Control Agreement dated April 14, 2008) [or in the case of our CEO, as defined in his Amended and Restated Employment Agreement dated April 14, 2008] of the corresponding number of AOLTIP Company in the current calendar year, the Restricted Stock Units that have been deemed to satisfy the performance-based vesting conditions granted under this Agreement shall not convert from performance vested Restricted Stock Units to time vested Restricted Stock Units and shall be reduced. Unless and until both the service-based vesting conditions and performance-based vesting conditions set forth in Section 2(a) and (b), respectively, above have been satisfied with respect subject to an Award AOLTIP Unit, the Participant (or his or her successors, heirs, assigns or personal representatives, as applicable) will not have the right to convert such Award AOLTIP Unit into Award Common Units in accordance with the terms of the LP Agreement. If the performance-based vesting conditions have not been satisfied with respect to any Award AOLTIP Units on the Mandatory Conversion Date, such Award AOLTIP Unit, whether the service-based vesting condition has been satisfied or not, shall, without payment your Restricted Stock Unit Agreement (Time Vested) of any consideration by the Partnership, be forfeited and be and become null and void, and neither the Participant nor any of his or her successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Award AOLTIP Uniteven date herewith.

Performance-Based Vesting. In addition to the serviceNon-based vesting conditions set forth in Section 2(a), the Award AOLTIP Units are subject to performance-based vesting conditions during the period from the Grant Date through the Mandatory Conversion Date. To satisfy the performance-based vesting conditions, the Common Stock Price must equal or exceed the AOLTIP Unit Participation Threshold by the amounts set forth in the table below constituting Threshold, Target and Maximum performance as of any date during the period commencing on the Grant Date and ending on the Mandatory Conversion Date. The percentage of Award AOLTIP Units that shall have satisfied the performance-based vesting conditions and, subject to satisfaction of the service-based vesting conditions set forth in Section 2(a) above, vested Shares not previously forfeited will be eligible to be converted into common units of the Partnership (the “Award Common Units”) become vested in accordance with the terms of the LP Agreement shall be equal to the corresponding percentage performance matrix set forth in Schedule A annexed hereto. Years 1 through 7 shall refer to seven successive fiscal years of LST, and Year 1 shall refer to the table belowfiscal year of LST which includes the Date of Grant. For the purposes of Schedule A, the “Year 1 Objective” is a goal (an “IBT Goal”) approved by the Human Resources Committee of LST (the “Human Resources Committee”) with respect to the income before taxes (“IBT”) of LST, which IBT Goal relates to Year 1; the “Year 2 Objective” is the IBT Goal for Year 2; the “Year 3 Objective” is the IBT Goal for Year 3; the “Year 1 Objective Shortfall” is the excess, if any, of the Year 1 Objective over LST’s IBT for Year 1; and the “Year 2 Objective Shortfall” is the excess, if any, of the Year 2 Objective over LST’s IBT for Year 2. If any Shares become vested under Rows I or J of Schedule A, then Rows C and G shall become inapplicable. If any Shares become vested under Rows K or L of Schedule A, then Rows D and F shall become inapplicable. If any Shares become vested under this Section 5, then Section 4 shall cease to apply and future vesting, if any, will be determined under this Section 5 (subject to linear interpolation for performance between such performance levelsacceleration under the second and third sentences of Section 4 above). Once any performance hurdle Determinations as to whether the Year 1 Objective, Year 2 Objective or Year 3 Objective has been achieved, including by linear interpolationwhether the Year 2 IBT equals or exceeds the sum of the Year 2 Objective and the Year 1 Objective Shortfall or whether the Year 3 IBT equals or exceeds the sum of the Year 3 Objective and the Year 2 Objective Shortfall, such hurdle shall be deemed made by the Human Resources Committee based on audited financial statements for the appropriate year. Any vesting of Shares for a particular year shall become effective as of the date of the applicable determination by the Human Resources Committee. Any decision of the Human Resources Committee as to have been achieved for all purposes under this Agreement and the corresponding number of AOLTIP Units that have been deemed to satisfy the performance-based vesting conditions under this Agreement shall not be reduced. Unless and until both the service-based vesting conditions and performance-based vesting conditions set forth in Section 2(a) and (b), respectively, above have been satisfied any question with respect to an Award AOLTIP Unit, the Participant (or his or her successors, heirs, assigns or personal representatives, as applicable) will not have the right to convert such Award AOLTIP Unit into Award Common Units in accordance with the terms of the LP Agreement. If the performance-based vesting conditions have not been satisfied with respect to any Award AOLTIP Units Shares granted hereunder shall be final and conclusive on the Mandatory Conversion Date, such Award AOLTIP Unit, whether the service-based vesting condition has been satisfied or not, shall, without payment of any consideration by the Partnership, be forfeited and be and become null and void, and neither the Participant nor any of his or her successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Award AOLTIP Unitall persons.

Performance-Based Vesting. In addition Your Units will vest on the dates set forth above if the performance criteria set forth on Exhibit A are met, which criteria shall be consistent with one or more of the business criteria identified in Section 7(b) of the Plan. To the extent that such performance criteria are not satisfied by the end of a given performance period (with the results that no Units have been earned for that particular performance period), then the applicable portion of Units indicated above will be available to be earned in the next performance period, so long as the performance criteria are satisfied prior to the service-based vesting conditions set forth end of the final performance period (the “Final Performance Date”). To the extent that the performance goals stated above are not satisfied on or before the Final Performance Date, then the Units will be forfeited to the Company, effective as of the date following the Final Performance Date. The Compensation Committee of the Board of Directors has final authority to determine whether performance criteria have been met and whether any Units have vested for a particular performance period. Your Units are not transferable by you. Except as may be required by federal income tax withholding provisions or by the tax laws of any state, your interests (and the interests of your beneficiaries, if any) under this Agreement are not subject to the claims of your creditors and may not be voluntarily or involuntarily sold, transferred, alienated, assigned, pledged, anticipated, or encumbered. Any attempt to sell, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise by the Company to issue shares of Common Stock to you in Section 2(athe future. Your rights to your Units are no greater than that of other general, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Award AOLTIP Units Company, and their subsidiaries and affiliates are subject collectively referred to performance-based vesting conditions during the period from the Grant Date through the Mandatory Conversion Date. To satisfy the performance-based vesting conditions, the Common Stock Price must equal or exceed the AOLTIP Unit Participation Threshold by the amounts set forth in the table below constituting Threshold, Target and Maximum performance as of any date during the period commencing on the Grant Date and ending on the Mandatory Conversion Date. The percentage of Award AOLTIP Units that shall have satisfied the performance-based vesting conditions and, subject to satisfaction of the service-based vesting conditions set forth in Section 2(a) above, will be eligible to be converted into common units of the Partnership (the “Award Common UnitsEmployer Group.”) in accordance with the terms of the LP Agreement shall be equal to the corresponding percentage set forth in the table below, subject to linear interpolation for performance between such performance levels. Once any performance hurdle has been achieved, including by linear interpolation, such hurdle shall be deemed to have been achieved for all purposes under this Agreement and the corresponding number of AOLTIP Units that have been deemed to satisfy the performance-based vesting conditions under this Agreement shall not be reduced. Unless and until both the service-based vesting conditions and performance-based vesting conditions set forth in Section 2(a) and (b), respectively, above have been satisfied with respect to an Award AOLTIP Unit, the Participant (or his or her successors, heirs, assigns or personal representatives, as applicable) will not have the right to convert such Award AOLTIP Unit into Award Common Units in accordance with the terms of the LP Agreement. If the performance-based vesting conditions have not been satisfied with respect to any Award AOLTIP Units on the Mandatory Conversion Date, such Award AOLTIP Unit, whether the service-based vesting condition has been satisfied or not, shall, without payment of any consideration by the Partnership, be forfeited and be and become null and void, and neither the Participant nor any of his or her successors, heirs, assigns or personal representatives will thereafter have any further rights or interests in such Award AOLTIP Unit.