Common use of Performance-Based Vesting Clause in Contracts

Performance-Based Vesting. 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 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 the 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 Company, and their subsidiaries and affiliates are collectively referred to as the “Employer Group.”

Performance-Based Vesting. Your In addition to the service-based vesting conditions set forth in Section 2(a), the Award AOLTIP Units will vest 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 dates 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 above if the performance criteria set forth on Exhibit A are metin Section 2(a) above, which criteria shall will be consistent with one or more eligible to be converted into common units 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 end of the final performance period Partnership (the “Final Performance DateAward Common Units”). To ) in accordance with the extent that terms of the performance goals stated above are not satisfied on or before the Final Performance Date, then the Units will LP Agreement shall be forfeited equal to the Companycorresponding percentage set forth in the table below, effective as of the date following the Final Performance Datesubject to linear interpolation for performance between such performance levels. The Compensation Committee of the Board of Directors Once any performance hurdle has final authority been achieved, including by linear interpolation, such hurdle shall be deemed to determine whether performance criteria have been met and whether any Units have vested achieved 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) all purposes under this Agreement are not subject and the corresponding number of AOLTIP Units that have been deemed to satisfy the claims of your creditors and may performance-based vesting conditions under this Agreement shall not be voluntarily 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 involuntarily soldhis or her successors, transferredheirs, alienatedassigns or personal representatives, assignedas 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, pledgedsuch Award AOLTIP Unit, anticipatedwhether the service-based vesting condition has been satisfied or not, or encumbered. Any attempt to sellshall, transfer, alienate, assign, pledge, anticipate, encumber, charge or otherwise dispose without payment of any right to benefits payable hereunder shall be void. Your Units represent an unsecured promise consideration by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other generalPartnership, unsecured creditors of the Company. As used in this Agreement, your primary employer (“Employer”), the Companybe forfeited and be and become null and void, and their subsidiaries and affiliates are collectively referred to as neither the “Employer GroupParticipant 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. Your Units The actual number of Shares to be earned by the Participant will vest depend upon the achievement of specific stock price appreciation hurdles as follows (the “Performance Vesting”): (a) Subject to Section 5 below, the percentage of the Target Shares set forth below shall satisfy the Performance Vesting upon the date that the Board or the Committee determines that the Company has achieved the stock price appreciation hurdle(s) set forth below (each such date, a “Determination Date”), with the Company’s stock price determined based on the dates trailing 20-trading day (each such 20-trading day period, a “Measurement Period”) average closing price of the Common Stock during the four-year period following the Grant Date (the “Performance Period”). If an ex-dividend date occurs during any Measurement Period, for purposes of determining whether the Performance Vesting has been satisfied, the closing price of the Common Stock on the ex-dividend date and on each date thereafter until the earlier of the fourth day after the ex-dividend date and the end of the Measurement Period shall be deemed to be the closing price of the Common Stock on such date plus the amount of the per-share dividend with respect to the Common Stock declared on such ex-dividend date. The Board or the Committee shall make determinations regarding whether the Performance Vesting has been achieved no less frequently than quarterly during the Performance Period and within 30 days after the end of the Performance Period (the date of such final determination, the “Final Determination Date”). On the Final Determination Date (and only on the Final Determination Date), the number of Shares earned will be determined based on the highest average closing price of the Common Stock during any Measurement Period in the Performance Period and achievement of performance between the specific stock price hurdles set forth above if the performance criteria set forth on Exhibit A are met, which criteria shall below will be consistent with one or more of the business criteria identified in Section 7(b) of the Plandetermined using straight line linear interpolation. To the extent that such performance criteria are any Shares have 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 Performance Vesting on or prior to the end last day of the final performance period (Performance Period, such Shares shall be automatically forfeited on 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 day following the Final Performance Determination Date. The Compensation Committee In no event may more than 300% of the Board of Directors has final authority Target Shares be deemed 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 satisfied 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 the 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 Company, and their subsidiaries and affiliates are collectively referred to as the “Employer GroupPerformance Vesting.”

Performance-Based Vesting. Your The performance-based Restricted Stock Units will (“Performance-Based RSUs”) shall vest and become payable at the end of the three-year Performance Period subject to the attainment of certain performance goals as described herein. Performance-Based RSUs shall be earned based on the dates set forth above if Company’s performance compared to the performance criteria Return on Average Assets and Non-Performing Assets goals measured at the end of the three-year Performance Period. Unless otherwise provided in this Award Agreement or the Plan, the number of Performance-Based RSUs that vest and that will be settled shall be determined as follows: (i) If the Company fails to achieve the Non-Performing Assets goal at the end of the Performance Period as determined by the Committee, none of the Performance-Based RSUs shall vest and all of the Performance-Based RSUs shall be forfeited. If the Company achieves the Non-Performing Assets goal at the end of the Performance Period as determined by the Committee, the number of Performance-Based RSUs eligible to vest based on the achievement of the Return on Average Assets goal as determined pursuant to Section 2(a)(ii) of this Award Agreement shall vest. The Non-Performing Assets goal associated with these Performance-Based RSUs have been established by the Committee and is set forth on Exhibit A are metto this Award Agreement. (ii) If the Non-Performing Asset goal is achieved, which criteria a number of Performance-Based RSUs 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 eligible to be earned in the next performance period, so long as the performance criteria are satisfied prior to vest at the end of the final performance period (Performance Period, based on 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 achievement by the Company, effective as determined by the Committee, of the date following Return on Average Assets goal set forth on Exhibit A. The number of Performance-Based RSUs that will vest will range from 0% to 150% of the Final Performance DatePerformance-Based RSUs granted, based upon the Company’s achievement of the Return on Average Assets goal, as follows: 0% if performance is below the threshold level, 50% if performance is at the threshold level, 100% if performance is at target and 150% if performance is at or above the maximum level. If the actual level of achievement of the Return on Average Assets goal is between the threshold level and the target level or between the target level and the maximum level, the percentage of Performance-Based RSUs earned will be interpolated accordingly on a straight-line basis. The Compensation Committee of Return on Average Assets goal (including the Board of Directors associated threshold, target and maximum levels with respect thereto) associated with these Performance-Based RSUs 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 established by the tax laws Committee and is set forth on Exhibit A to this Award Agreement. (iii) Notwithstanding anything else in this Award Agreement, the Performance Based RSUs shall only be eligible to vest in accordance with the terms and conditions of any state, your interests (and this Award Agreement if 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 Participant is still employed by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors or a wholly-owned subsidiary of the Company. As used in this AgreementCompany through the end of the Performance Period or has experienced, your primary employer (“Employer”)after the Date of Grant, the Companydeath, and their subsidiaries and affiliates are collectively referred to as the “Employer Groupdisability, or separation from service after reaching age 65.”

Performance-Based Vesting. Your The actual number of Restricted Stock Units to be earned by the Participant will vest depend upon the achievement of specific stock price appreciation hurdles as follows (the “Performance Vesting”): (a) Subject to Section 5 below, the percentage of the Target Units set forth below shall satisfy the Performance Vesting upon the date that the Board or the Committee determines that the Company has achieved the stock price appreciation hurdle(s) set forth below (each such date, a “Determination Date”), with the Company’s stock price determined based on the dates trailing 20-trading day (each such 20-trading day period, a “Measurement Period”) average closing price of the Common Stock during the four-year period ending on December 31, 2027 (the “Performance Period”). If an ex-dividend date occurs during any Measurement Period, for purposes of determining whether the Performance Vesting has been satisfied, the closing price of the Common Stock on the ex-dividend date and on each date thereafter until the earlier of the fourth day after the ex-dividend date and the end of the Measurement Period shall be deemed to be the closing price of the Common Stock on such date plus the amount of the per-share dividend with respect to the Common Stock declared on such ex-dividend date. The Board or the Committee shall make determinations regarding whether the Performance Vesting has been achieved no less frequently than quarterly during the Performance Period and within 30 days after the end of the Performance Period (the date of such final determination, the “Final Determination Date”). On the Final Determination Date (and only on the Final Determination Date), the number of Restricted Stock Units earned will be determined based on the highest average closing price of the Common Stock during any Measurement Period in the Performance Period and achievement of performance between the specific stock price hurdles set forth above if the performance criteria set forth on Exhibit A are met, which criteria shall below will be consistent with one or more of the business criteria identified in Section 7(b) of the Plandetermined using straight line linear interpolation. To the extent that such performance criteria are any Restricted Stock Units have 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 Performance Vesting on or prior to the end last day of the final performance period (Performance Period, such Restricted Stock Units shall be automatically forfeited on 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 day following the Final Performance Determination Date. The Compensation Committee In no event may more than 300% of the Board of Directors has final authority Target Units be deemed 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 satisfied 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 the 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 Company, and their subsidiaries and affiliates are collectively referred to as the “Employer GroupPerformance Vesting.”

Performance-Based Vesting. Your Units For purposes of this Performance-Based Award, the “Performance Period” shall mean the period beginning on and ending on . The shares of this Performance-Based Award will immediately 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 third (3rd) business day following certification of achievement of the business criteria identified in Section 7(bspecified milestone (as defined below) 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 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 (the “Vesting Date”), provided in the Vesting Schedule set forth in your Grant Notice; provided, that the Vesting Date occurs prior 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 earlier of your beneficiariesTermination of Service or the end of the Performance Period. Notwithstanding the foregoing, if anyin the event that (i) under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy (or any successor policy) and any shares covered by your Award would, but for this Agreement are sentence, vest on a day (the “Original Vest Date”) that does not subject occur during a period when you would be permitted 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 sell shares as determined by the Company to issue shares in accordance with such policy, or (ii) the Original Vest Date would, but for this sentence, occur at a time when you are in possession of Common Stock to you in the 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”), material non-public information about the Company, and, in either case, you do not have in place as of the Original Vest Date a valid, Company-approved 10b5-1 sales plan sufficient to generate proceeds adequate to pay income and their subsidiaries other taxes due as a result of such vesting, then such shares shall not vest on such Original Vest Date and affiliates shall instead vest on the first day that you are collectively referred no longer in possession of material non-public information about the Company or the first day the Company’s “trading window” applicable to you pursuant to such policy permits you to sell such shares, as applicable. Shares acquired by you that have vested in accordance with the Vesting Schedule set forth in the Grant Notice and this Section 4 or any other provision of the Plan are “ Vested Shares.” Shares acquired by you pursuant to this Agreement that are not Vested Shares are “Employer GroupUnvested Shares.”” The specified milestone for this Performance-Based Award is defined as . If the Vesting Date has not been achieved within the Performance Period, then none of shares of this Performance-Based Award shall vest and such Unvested Shares shall be forfeited and returned to the Plan as described in Section 5.

Performance-Based Vesting. Your Units will Subject to the limitations herein, the Performance Rights granted shall vest on the dates Measurement Date if and only to the extent the Bonus Award Performance Goals set forth above if the performance criteria set forth on Exhibit A in this subsection (b) are met, which criteria shall be consistent with one or more . The Bonus Award Performance Goals are as follows: aggregate Fully-Diluted Earnings Per Share of the business criteria identified in Section 7(b) Company for fiscal years , and : Bonus Award Performance Level Fully-Diluted Earnings Per Share Number of the Plan. To Performance Rights for which Conditions are Satisfied Target Performance Goal $ 0 Maximum Performance Goal $ ___________ The Committee shall certify on a nondiscretionary basis whether and to the extent that such performance criteria are not satisfied by to which the end of a given performance period (with the results that no Units Bonus Award Performance Goals 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 end of the final performance period (the “Final Performance Date”). To the extent that the performance goals stated above are not satisfied met on or before the Final date on which the Company is required to make a cash payment to you for each vested Performance DateRight in accordance with this Section 3(b). In the event the Bonus Award Target Performance Goal is not exceeded, then the Units Performance Rights will be forfeited to the CompanyCompany and no Bonus Award related thereto will be payable. In the event the Company achieves Fully-Diluted Earnings Per Share that are between the Bonus Award Target Performance Goal and the Bonus Award Maximum Performance Goal, effective as then the number of Performance Rights which shall vest shall be determined by linear interpolation and the remainder of the date following Performance Rights will be forfeited to the Final Company and no Bonus Award associated with such forfeited Performance DateRights shall be payable. In the event the Company achieves the Bonus Award Maximum Performance Goal, then all of the Performance Rights shall vest and the entire Bonus Award shall be payable. The Compensation Committee of has the Board of Directors has final authority to determine on a nondiscretionary basis whether performance criteria the Bonus Award Performance Goals have been met and whether any Units have to what extent. The Company will pay in cash to you for each 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 Performance Right an amount equal 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 the future. Your rights to your Units are no greater than that of other general, unsecured creditors closing price per share of the Company. As used ’s Stock as reported by the NASDAQ Global Market on the Measurement Date no later than the earlier of ninety (90) days after the Measurement Date or two and one half months following the end of the calendar year in which the Performance Rights vest in accordance with this Agreement, your primary employer (“Employer”Section 3(b), the Company, and their subsidiaries and affiliates are collectively referred to as the “Employer Group.”

Performance-Based Vesting. Your Subject to Sections 7 and 8 below, [ ( )] Share Units will subject to the Award shall be eligible to vest on the dates set forth above if second anniversary of the performance criteria set forth on Exhibit A are metAward Date, which criteria and [ ( )] Share Units shall be consistent with one or more eligible to vest on each of the business criteria identified in Section 7(b) third, fourth and fifth anniversaries of the Plan. To the extent that Award Date (each such performance criteria are not satisfied by the end of vesting date, 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 end of the final performance period (the “Final Performance Vesting 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 The vesting of the date following Share Units on each such Performance Vesting Date shall be subject to satisfaction of performance targets established in accordance with Section [ ] of the Final Employment Agreement for the applicable performance period ending on such Performance DateVesting Date (each, a “Performance Period”). The Compensation Committee of Share Units eligible to vest on a Performance Vesting Date shall fully vest if the Board of Directors has final authority to determine whether applicable performance criteria targets for the Performance Period have been met and whether any or exceeded. The Share Units eligible to vest on a Performance Vesting Date shall vest on a sliding scale basis if the applicable performance targets for the Performance Period have vested not been fully met. For purposes of example only, if seventy-five percent (75%) of the performance targets have been met for a particular Performance Period, seventy-five percent (75%) of the Share Units eligible to vest with respect to that Performance Period would vest. Notwithstanding the foregoing, Administrator may, in its sole discretion, provide that any or all of the Share Units scheduled to vest on any Performance Vesting Date shall be deemed vested as of such date even if the applicable performance period. Your Units targets for the Performance Period are not transferable by youmet. Except as Furthermore, the Administrator may, in its sole discretion, provide that any Share Units scheduled to vest on any Performance Vesting Date that do not vest because the applicable performance targets are not met may be required by federal income tax withholding provisions or by eligible to vest on any future Performance Vesting Date; provided, however, that in all events, the tax laws maximum number of Share Units that may vest pursuant to this Agreement is [ ] Share Units (subject to adjustment under Section 8(a) below). [If the Administrator accelerates the vesting of any stateShare Units for [ ] (or his successor) other than in the event of death, your interests (and the interests vesting of your beneficiaries, if any) under this Agreement are not the Award shall accelerate with respect to a comparable portion of the Share Units subject to the claims of your creditors and may not be voluntarily or involuntarily soldAward, 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 provided that the Grantee is then employed by the Company to issue shares Corporation or one of Common Stock to you in the 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 Company, and their subsidiaries and affiliates are collectively referred to as the “Employer Groupits Subsidiaries.”]

Performance-Based Vesting. Your The performance-based Restricted Stock Units will (“Performance-Based RSUs”) shall vest and become payable at the end of the three-year Performance Period subject to the attainment of certain performance goals as described herein. Performance-Based RSUs shall be earned based on the dates set forth above if Company’s performance compared to the performance criteria Return on Average Assets and Non-Performing Assets goals measured at the end of the three-year Performance Period. Unless otherwise provided in this Award Agreement or the Plan, the number of Performance-Based RSUs that vest and that will be settled shall be determined as follows: (i) If the Company fails to achieve the Non-Performing Assets goal at the end of the Performance Period as determined by the Committee, none of the Performance-Based RSUs shall vest and all of the Performance-Based RSUs shall be forfeited. If the Company achieves the Non-Performing Assets goal at the end of the Performance Period as determined by the Committee, the number of Performance-Based RSUs eligible to vest based on the achievement of the Return on Average Assets goal as determined pursuant to Section 2(a)(ii) of this Award Agreement shall vest. The Non-Performing Assets goal associated with these Performance-Based RSUs have been established by the Committee and is set forth on Exhibit A are metto this Award Agreement. (ii) If the Non-Performing Asset goal is achieved, which criteria a number of Performance-Based RSUs 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 eligible to be earned in the next performance period, so long as the performance criteria are satisfied prior to vest at the end of the final Performance Period, based on the achievement by the Company, as determined by the Committee, of the Return on Average Assets goal set forth on Exhibit A. The number of Performance-Based RSUs that will vest will range from 0% to 150% of the Performance-Based RSUs granted, based upon the Company’s achievement of the Return on Average Assets goal, as follows: 0% if performance period is below the threshold level, 50% if performance is at the threshold level, 100% if performance is at target and 150% if performance is at or above the maximum level. If the actual level of achievement of the Return on Average Assets goal is between the threshold level and the target level or between the target level and the maximum level, the percentage of Performance-Based RSUs earned will be interpolated accordingly on a straight-line basis. The Return on Average Assets goal (including the associated threshold, target and maximum levels with respect thereto) associated with these Performance-Based RSUs has been established by the Committee and is set forth on Exhibit A to this Award Agreement. (iii) Notwithstanding anything else in this Award Agreement, the Performance Based RSUs shall only be eligible to vest in accordance with the terms and conditions of this Award Agreement (A) if the Participant is still employed by the Company or a wholly-owned subsidiary of the Company through the end of the Performance Period, or [(B) as otherwise set forth in this Section 2(a)(iii). If the Participant experiences, after the Date of Grant but before the end of the Performance Period, death, Disability, or a separation from service without Cause after reaching age 65, a prorated number of Performance Based RSUs (the “Final Performance DateProrated Amount”). To ) shall be eligible to vest in accordance with 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 terms and conditions of the date following the Final Performance Datethis Award Agreement. The Compensation Committee Prorated Amount shall be equal to (x) the number of the Board of Directors has final authority to determine whether performance criteria have been met and whether any Units Performance Based RSUs that would 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 if 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 Participant were still employed by the Company to issue shares of Common Stock to you in the future. Your rights to your Units are no greater than that of other general, unsecured creditors or a wholly-owned subsidiary of the Company. As used in this AgreementCompany through the end of the Performance Period, your primary employer multiplied by (“Employer”)y) a fraction, the Companynumerator of which is the number of full months the Participant was employed by the Company during the Performance Period, and their subsidiaries and affiliates are collectively referred to as the “Employer Groupdenominator of which is thirty-six (36)].”

Performance-Based Vesting. Your Units For purposes of this Performance-Based Award, the “Performance Period” shall mean the period beginning on and ending on . The shares of this Performance-Based Award will immediately 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 third (3rd) business day following certification of achievement of the business criteria identified in Section 7(bspecified milestone (as defined below) by the Compensation Committee of the Plan. To Board (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“Vesting Date”), then provided that 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 Vesting Date occurs prior to the end of the final performance period Performance Period and you are a Service Provider as of such date. Notwithstanding the foregoing, in the event that (i) under the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy (or any successor policy) and any shares covered by your Award would, but for this sentence, vest on a day (the “Final Performance Original Vesting Date”). To ) that does not occur during a period when you would be permitted to sell shares as determined by the extent that Company in accordance with such policy, or (ii) the performance goals stated above Original Vesting Date would, but for this sentence, occur at a time when you are not satisfied on or before the Final Performance Date, then the Units will be forfeited to in possession of material non-public information about the Company, effective and, in either case, you do not have in place as of the date following Original Vesting Date a valid, Company-approved 10b5-1 sales plan sufficient to generate proceeds adequate to pay income and other taxes due as a result of such vesting, then such shares shall not vest on such Original Vesting Date and shall instead vest on the Final Performance Datefirst day that you are no longer in possession of material non-public information about the Company or the first day the Company’s “trading window” applicable to you pursuant to such policy permits you to sell such shares, as applicable. The Compensation Committee Shares acquired by you that have vested in accordance with the Vesting Schedule set forth in the Grant Notice and this Section 4(a) or any other provision of the Board of Directors has final authority Plan are “ Vested Shares.” Shares acquired by you pursuant to determine whether performance criteria have been met and whether any Units have vested for a particular performance period. Your Units this Agreement that are not transferable by youVested Shares are “Unvested Shares.” The specified milestone for this Performance-Based Award is defined as . Except as may If the Vesting Date has not been achieved within the Performance Period, then none of shares of this Performance-Based Award shall vest and such Unvested Shares shall be required by federal income tax withholding provisions or by the tax laws of any state, your interests (forfeited and the interests of your beneficiaries, if any) under this Agreement are not subject returned 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 Plan as described in the 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 Company, and their subsidiaries and affiliates are collectively referred to as the “Employer GroupSection 5.”

Performance-Based Vesting. Your Units will Subject to the limitations herein, the Performance Rights granted shall vest on the dates Measurement Date if and only to the extent the Bonus Award Performance Goals set forth above if the performance criteria set forth on Exhibit A in this subsection (b) are met, which criteria shall be consistent with one or more . The Bonus Award Performance Goals are as follows: aggregate Fully-Diluted Earnings Per Share of the business criteria identified in Section 7(b) of the Plan. To Company for fiscal years , and : Target Performance Goal $ 0 Maximum Performance Goal $ ___________ The Committee shall certify on a nondiscretionary basis whether and to the extent that such performance criteria are not satisfied by to which the end of a given performance period (with the results that no Units Bonus Award Performance Goals 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 end of the final performance period (the “Final Performance Date”). To the extent that the performance goals stated above are not satisfied met on or before the Final date on which the Company is required to make a cash payment to you for each vested Performance DateRight in accordance with this Section 3(b). In the event the Bonus Award Target Performance Goal is not exceeded, then the Units Performance Rights will be forfeited to the CompanyCompany and no Bonus Award related thereto will be payable. In the event the Company achieves Fully-Diluted Earnings Per Share that are between the Bonus Award Target Performance Goal and the Bonus Award Maximum Performance Goal, effective as then the number of Performance Rights which shall vest shall be determined by linear interpolation and the remainder of the date following Performance Rights will be forfeited to the Final Company and no Bonus Award associated with such forfeited Performance DateRights shall be payable. In the event the Company achieves the Bonus Award Maximum Performance Goal, then all of the Performance Rights shall vest and the entire Bonus Award shall be payable. The Compensation Committee of has the Board of Directors has final authority to determine on a nondiscretionary basis whether performance criteria the Bonus Award Performance Goals have been met and whether any Units have to what extent. The Company will pay in cash to you for each 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 Performance Right an amount equal 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 the future. Your rights to your Units are no greater than that of other general, unsecured creditors closing price per share of the Company. As used ’s Stock as reported by the NASDAQ Global Market on the Measurement Date no later than the earlier of ninety (90) days after the Measurement Date or two and one half months following the end of the calendar year in which the Performance Rights vest in accordance with this Agreement, your primary employer (“Employer”Section 3(b), the Company, and their subsidiaries and affiliates are collectively referred to as the “Employer Group.”

Performance-Based Vesting. Your (a) The performance-based vesting criteria applicable to the Award LTIP Units will vest on the dates set forth above if the performance criteria are set forth on Exhibit A are met, which criteria shall be consistent with one or more Appendix B hereto. (b) Unless all of the business criteria identified Award LTIP Units have previously been forfeited pursuant to Section 3 hereof in Section 7(b) connection with the Termination of Service of the Plan. To Grantee prior to the extent that such performance Valuation Date, as soon as practicable following the Valuation Date, the Committee shall determine the level of achievement of the performance-based vesting criteria are not satisfied by applicable to the end of a given performance period Award LTIP Units (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 date such determination is made being referred to be earned in the next performance period, so long herein as the performance criteria are satisfied “Determination Date”) and, based on such level of achievement, shall make the following determinations: (i) the number of Performance LTIP Units earned by the Grantee (the “Earned Performance LTIP Units”); (ii) the amount of the excess, if any, of (A) the cash distributions (other than those resulting in an adjustment to this Award or the Award LTIP Units pursuant to Section 5 hereof or otherwise) with a record date on or after the first day of the Performance Period and prior to the end Determination Date that would have been received by the Grantee with respect to the Earned Performance LTIP Units if they had been outstanding on each of such record dates with a Special LTIP Unit Sharing Percentage (as defined in the Partnership Agreement) equal to 100% above (B) the cash distributions actually received or to be received by the Grantee with respect to the Award LTIP Units pursuant to distributions with a record date on or after the first day 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 Period and prior 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 Determination Date (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 the 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 Company, and their subsidiaries and affiliates are collectively such excess amount being referred to as the “Accumulated Distributions”); and (iii) the number of LTIP Units that would have accumulated (the “Earned Distribution LTIP Units”) if the Grantee had received, with respect to each distribution with a record date on or after the first day of the Performance Period and prior to the Determination Date, a number of LTIP Units equal to (A) the portion of the Accumulated Distributions attributable to such distribution divided by (B) an amount equal to (I) the Fair Market Value on the trading day immediately preceding the ex-dividend date for the dividend on the Stock corresponding to such distribution less (II) the amount of such dividend. (c) The Company and the Partnership will have the discretion, as of the Determination Date, to either (i) cause the Employer GroupEntity to pay to the Grantee the amount of the Accumulated Distributions in cash, which payment shall be made promptly after the Determination Date, but in no event later than 74 days after the Valuation Date (or the date deemed to be the Valuation Date), or (ii) cause the Earned Distribution LTIP Units to be earned by the Grantee. The aggregate number of Award LTIP Units earned by the Grantee (the “Earned LTIP Units”) shall equal the sum of (i) the Earned Performance LTIP Units plus (ii) to the extent the Accumulated Distributions are not paid in cash in accordance with the foregoing, the Earned Distribution LTIP Units. If the number of Earned LTIP Units is smaller than the number of Award LTIP Units previously issued to the Grantee, then the Grantee, as of the Determination Date, shall forfeit a number of Award LTIP Units equal to the difference without payment of any consideration by the Partnership and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units that were so forfeited. If the number of Earned LTIP Units is greater than the number of Award LTIP Units previously issued to the Grantee, then: (A) the Company shall cause the Partnership to issue to the Grantee, as of the Determination Date, a number of additional LTIP Units equal to the difference; (B) such additional LTIP Units shall be added to the Award LTIP Units previously issued, if any, and thereby become part of this Award; (C) the Company and the Partnership shall take such corporate and partnership action as is necessary to accomplish the grant of such additional LTIP Units; and (D) thereafter the term Award LTIP Units will refer collectively to the Award LTIP Units, if any, issued prior to such additional grant plus such additional LTIP Units; provided that such issuance will be subject to the Grantee executing and delivering such documents, comparable to the documents executed and delivered in connection with this Award Agreement, as the Company and/or the Partnership reasonably request in order to comply with all applicable legal requirements, including, without limitation, federal and state securities laws. If the number of Earned LTIP Units is the same as the number of Award LTIP Units previously issued to the Grantee, then there will be no change to the number of Award LTIP Units under this Award pursuant to this Section 2.” (d) Earned LTIP Units shall vest or be vested based on the service-based vesting requirements set forth in Section 3 hereof. (e) All calculations, valuations and determinations regarding the level of achievement of the performance-based criteria or other pursuant to this Section 2 shall be made by the Committee in its sole discretion and shall be final and binding on all persons.

Performance-Based Vesting. Your (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 extent to which each Performance Goal in each Performance Year set forth in Appendix A is achieved or exceeded, subject to 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 applicable target level of performance for the Performance Goal (the percentage thus derived to be called “Actual Performance”) is equal to or greater than the threshold level of performance as shown on the 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 value on the vesting scale provided on Appendix A that corresponds to Actual Performance on the performance scale. The percentage vested will be interpolated from the corresponding 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 allocated for award in such Performance Year with respect to the applicable Performance Goal. (iii) If Actual Performance is less than Superior Performance with respect to any 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 methodologies 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, less 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 vest 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 the dates set forth above if the performance criteria set forth on Exhibit Appendix 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 Performance Goal. (c) The Units shall vest as 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 end of the final performance period (applicable Performance Period in which the “Final applicable Performance Date”). To Goals are satisfied, subject to certification by the extent that Committee whether the performance goals stated above are not satisfied on or before the Final applicable 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 Goals 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 (achieved and the interests number 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 vested in the 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 Company, and their subsidiaries and affiliates are collectively referred to as the “Employer GroupPerformance Period.”